Terms of Service

These Terms of Service ("Terms") govern your engagement with Databit Dev ("Company," "we," "us," or "our") for software development, website design, application development, maintenance, and related services ("Services"). By engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Scope of Services

1.1 Project Scope

The specific deliverables, timeline, and pricing for each project will be defined in a separate Statement of Work ("SOW") or proposal document. The SOW, once signed by both parties, becomes part of these Terms.

1.2 Changes to Scope

Any changes to the agreed-upon scope must be documented in a written Change Order signed by both parties. Change Orders may affect pricing and timeline. We are not obligated to perform work outside the original scope without an approved Change Order.

1.3 Client Responsibilities

Client agrees to provide all necessary content, materials, credentials, and feedback in a timely manner as specified in the SOW. Delays in providing required materials may result in corresponding delays to the project timeline.

1.4 Bug Fixes vs. Feature Requests

A "bug" is defined as functionality that does not operate as explicitly specified in the signed SOW. A "feature request" is any new functionality, modification, or enhancement not documented in the original SOW. Bug fixes during the warranty period or under maintenance are included at no additional charge. Feature requests are billable work requiring a Change Order or use of retainer hours. Databit Dev reserves discretion to accommodate minor requests as goodwill without formal documentation.

2. Payment Terms

2.1 Pricing

All prices are quoted in US Dollars and are exclusive of applicable taxes unless otherwise stated. Final pricing will be specified in the SOW or proposal.

2.2 Payment Schedule

Unless otherwise specified in the SOW:

• Projects under $2,000 require 50% deposit and 50% upon completion.
• Projects $2,000-$10,000 require 50% deposit, 25% at midpoint, and 25% upon completion.
• Projects over $10,000 follow milestone-based payment schedules as defined in the SOW.

Milestone payments must be received before the next project phase begins.

2.3 Payment Due Date

Deposit payments are due upon contract signing. Milestone payments are due immediately upon milestone completion and must be received before the next phase begins. Final payments are due within fifteen (15) days of project completion. We accept credit/debit cards, ACH bank transfers, checks, Zelle, and Venmo Business.

2.4 Failed Payment Protocol

If a payment method fails, Client will be notified and given forty-eight (48) hours to resolve the issue. If payment is not received within this grace period, work will pause and late fees will begin accruing. After fifteen (15) days overdue, a formal written notice will be sent. After thirty (30) days overdue, Databit Dev reserves the right to terminate the project and withhold all deliverables. After sixty (60) days overdue, the account may be sent to collections or pursued in court.

2.5 Late Payment

Late payments will incur a fee of 1.5% per month or $25, whichever is greater, on the outstanding balance.

2.6 Deposits

All deposits are non-refundable once work has commenced.

2.7 Deliverable Escrow

Databit Dev retains possession of all source code, assets, and deliverables until final payment is received in full. Transfer of deliverables to production environments or client-owned infrastructure will not occur until all outstanding balances are paid.

3. Project Abandonment

3.1 Client Non-Responsiveness

If Client fails to respond to communications, provide required materials, or provide feedback for thirty (30) consecutive days despite reasonable attempts by Databit Dev to make contact, the project will be deemed abandoned.

3.2 Effect of Abandonment

Upon project abandonment: (a) the project is considered complete at its current state; (b) all remaining payments become immediately due and payable; (c) Databit Dev retains all rights to deliverables until payment is received; (d) no refunds will be issued for work completed or deposits paid.

4. Intellectual Property Rights

4.1 Outright Purchase (Build & Go)

For projects designated as outright purchases, upon receipt of final payment in full, Client receives ownership of all custom code, designs, and deliverables created specifically for their project. This excludes any pre-existing frameworks, libraries, third-party components, or reusable code modules that Databit Dev may use across multiple projects.

4.2 Licensed Software

For licensed software engagements, Databit Dev retains full ownership of all intellectual property. Client receives a non-exclusive, non-transferable license to use the software for their own business operations only, subject to the terms of the license agreement and continued payment of license fees.

4.3 Third-Party Components

Deliverables may include open-source or third-party components, which remain subject to their respective licenses. We will disclose any such components upon request.

4.4 Portfolio Rights

Unless Client opts out in writing, Databit Dev reserves the right to use completed projects for portfolio, marketing, and promotional purposes, including but not limited to website displays, case studies, and social media.

5. Hosting and Infrastructure

5.1 Hosting Options

Databit Dev offers managed hosting as part of maintenance packages. Alternatively, Client may choose to use their own hosting infrastructure. The hosting arrangement will be specified in the SOW.

5.2 Databit Dev Managed Hosting

When Databit Dev provides hosting: (a) hosting is included in the maintenance fee; (b) Client points their domain DNS to our infrastructure; (c) Databit Dev maintains control of the hosting environment; (d) if maintenance is terminated or payments lapse, hosting services may be suspended.

5.3 Client-Owned Hosting

When Client provides hosting: (a) Client is responsible for server configuration, security, and maintenance; (b) Databit Dev is not responsible for performance, uptime, or security issues related to Client's infrastructure; (c) deployment to Client hosting occurs only after final payment is received.

5.4 Domain Ownership

Domain registration and ownership is separate from hosting. Client typically retains ownership of their domain and points DNS records to the designated hosting environment.

6. Warranties

6.1 Warranty Period

We warrant that deliverables will function substantially as described in the SOW for a period of thirty (30) days following delivery (the "Warranty Period"). During the Warranty Period, we will correct any defects at no additional charge.

6.2 Warranty Exclusions

This warranty does not cover: issues caused by Client modifications or third-party interference; problems resulting from Client's hosting, infrastructure, or technology choices we did not recommend; changes to third-party services, APIs, or platforms; issues arising from Client's failure to follow provided instructions; or feature requests or changes outside the original scope.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Limitation

IN NO EVENT SHALL DATABIT DEV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Maximum Liability

DATABIT DEV'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DATABIT DEV IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Data Handling and Retention

8.1 Confidential Information

Each party agrees to hold in confidence all non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information.

8.2 Data Protection

If Client provides access to personal data of their customers or users, Client represents that they have obtained all necessary consents and have appropriate privacy policies in place. Databit Dev will handle such data in accordance with applicable data protection laws and only for the purposes of performing the Services.

8.3 Data Retention Policy

For Clients with active maintenance agreements, Databit Dev retains full project backups, credentials, and related data. Upon termination of maintenance or project handoff without maintenance: (a) full data is retained for ninety (90) days; (b) after ninety (90) days, credentials and sensitive data are deleted, source code archives may be retained; (c) after one (1) year, all data may be deleted. Retrieval of archived data after the 90-day period may incur a fee.

8.4 Data Deletion Requests

Client may request deletion of their data at any time by providing written notice. Upon such request, Databit Dev will delete Client data within thirty (30) days, except where retention is required by law or for legitimate business purposes (such as maintaining records of completed work).

8.5 Offboarding Package

Upon request and receipt of all outstanding payments, Databit Dev will provide Client with an offboarding package including: source code, credentials, and documentation. After delivery of the offboarding package, data management becomes Client's sole responsibility.

9. Project Completion and Delivery

9.1 Approval Process

Client will be requested to review and approve deliverables at defined milestones. Approval (or detailed objections) must be provided within five (5) business days of delivery. Lack of response after this period constitutes acceptance.

9.2 Revisions

Unless otherwise specified in the SOW, each project phase includes two (2) rounds of revisions. Additional revisions will be billed at our standard hourly rate.

9.3 Project Completion

A project is considered complete upon delivery of all specified deliverables to the staging environment, regardless of when Client chooses to launch. Final payment is due upon completion.

10. Maintenance and Support

10.1 Maintenance Services

If Client has purchased a maintenance package, the specific services included are defined in the maintenance agreement. Maintenance services are billed monthly or annually in advance. Maintenance includes: security updates, hosting monitoring (if applicable), backups, and minor content changes within the allocated hours. Maintenance excludes: new feature development, redesigns, major functionality changes, or work exceeding allocated hours.

10.2 Support Hours

Unless otherwise specified, support is available Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding federal holidays. After-hours emergency support, if available, is billed at twice (2x) the standard hourly rate.

10.3 Support Without Maintenance

Clients without an active maintenance agreement may request support at our standard hourly rate, subject to a minimum engagement fee as specified in our current pricing guide.

11. Termination

11.1 Termination by Client

Client may terminate a project at any time by providing written notice. Upon termination, Client shall pay for all work completed to date plus twenty percent (20%) of the remaining project value as a termination fee.

11.2 Termination by Databit Dev

We may terminate or suspend services upon thirty (30) days written notice, or immediately upon material breach by Client, including but not limited to non-payment or provision of false or misleading information.

11.3 Effect of Termination

Upon termination, we will deliver all completed work upon receipt of payment for all amounts due. For licensed software, all licenses terminate immediately, and Client must cease use of the software and destroy all copies.

12. Indemnification

Client agrees to indemnify, defend, and hold harmless Databit Dev from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of these Terms; (b) Client's content, materials, or products; (c) Client's violation of any applicable law; or (d) disputes between Client and their customers or users.

13. Dispute Resolution

13.1 Good Faith Negotiation

Any disputes arising from these Terms shall first be addressed through good-faith negotiation between the parties.

13.2 Small Claims Court

For disputes involving amounts of ten thousand dollars ($10,000) or less, either party may elect to resolve the dispute in small claims court in Bucks County, Pennsylvania.

13.3 Arbitration

For disputes involving amounts greater than ten thousand dollars ($10,000), if negotiation fails, the dispute shall be resolved through binding arbitration in Bucks County, Pennsylvania, in accordance with the rules of the American Arbitration Association.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any SOW, proposals, and Change Orders, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

14.2 Amendments

We may update these Terms from time to time. Continued engagement of our Services after such changes constitutes acceptance of the updated Terms.

14.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.

14.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.5 Assignment

Client may not assign or transfer these Terms or any rights hereunder without our prior written consent. Any attempted assignment in violation of this section shall be void.

14.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

14.7 Independent Contractor

Databit Dev is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the parties.

15. Contact Information

For questions about these Terms of Service, please contact:

Databit Dev
Email: support@databitdev.com
Website: databitdev.com