Please read these Terms of Service ("Terms") carefully before engaging Halsoft ("we", "us", or "our") for any services. These Terms govern the relationship between Halsoft and you ("Client" or "you") and apply to all projects, engagements, and use of our website at halsoft.net. By engaging our services or using our website, you agree to be bound by these Terms.
1. Services
Halsoft provides web development, software engineering, UI/UX design, cloud services, machine learning, and related digital services ("Services") as agreed in a separate Statement of Work, proposal, or engagement agreement ("Project Agreement") executed between the parties.
The specific scope, deliverables, timeline, and fees for each engagement are defined in the relevant Project Agreement. In the event of a conflict between these Terms and a Project Agreement, the Project Agreement shall prevail for that specific engagement.
We reserve the right to decline any project or engagement at our discretion. Halsoft may engage subcontractors or third-party specialists to deliver portions of the Services, subject to equivalent confidentiality obligations.
2. Client Responsibilities
To enable Halsoft to deliver Services effectively, you agree to:
- Provide accurate, complete, and timely information, materials, and feedback required for the project.
- Designate a primary point of contact with authority to make decisions on your behalf.
- Review and approve deliverables within the timelines specified in the Project Agreement.
- Ensure that any materials, data, or third-party content you provide do not infringe any intellectual property rights or applicable laws.
- Pay all fees in accordance with the payment schedule in the Project Agreement.
- Maintain appropriate security credentials and access controls for systems we develop or access on your behalf.
Delays caused by the Client's failure to fulfill these responsibilities may result in revised timelines and additional fees, which will be communicated in advance.
3. Intellectual Property
3.1 Client Ownership
Upon receipt of full payment for a project, Halsoft assigns to the Client all intellectual property rights in the custom deliverables created specifically for that Client under the relevant Project Agreement, including source code, designs, and documentation.
3.2 Halsoft's Pre-existing Materials
Halsoft retains ownership of all pre-existing intellectual property, proprietary frameworks, tools, libraries, methodologies, and know-how developed independently of any Client project ("Halsoft IP"). Where Halsoft IP is incorporated into Client deliverables, we grant the Client a non-exclusive, perpetual, royalty-free license to use that Halsoft IP solely in connection with the delivered project.
3.3 Third-Party Components
Deliverables may incorporate open-source software or third-party libraries. Such components are governed by their respective licenses, which will be disclosed to the Client. The Client is responsible for complying with those licenses.
3.4 Portfolio Rights
Unless otherwise agreed in writing, Halsoft reserves the right to reference the Client's name and describe the nature of the work (without disclosing confidential information) in our portfolio and marketing materials.
4. Payment Terms
All fees are specified in the relevant Project Agreement and are denominated in United States Dollars (USD) unless otherwise stated.
- Deposit: A deposit (typically 30–50% of the project fee) is required before work commences, as specified in the Project Agreement.
- Milestone payments: Larger projects are typically billed in milestone installments. Payment for each milestone is due within 14 days of invoice issuance.
- Final payment: The remaining balance is due upon project completion and delivery of final deliverables, before transfer of intellectual property rights.
- Late payments: Overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We reserve the right to suspend services on accounts with overdue balances.
- Expenses: Pre-approved third-party expenses (such as software licenses, hosting setup, or stock assets) are billed at cost plus a 10% administrative fee.
All fees are exclusive of applicable taxes (including VAT). The Client is responsible for any taxes applicable in their jurisdiction.
5. Confidentiality
Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party in connection with a project ("Confidential Information"). This includes business plans, technical specifications, source code, pricing, client lists, and any information marked as confidential.
Confidential Information shall not be disclosed to third parties without prior written consent, except to employees, contractors, or advisors who need to know such information to fulfill obligations under these Terms and who are bound by equivalent confidentiality obligations.
These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party; or (c) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.
Confidentiality obligations survive termination or expiration of any Project Agreement for a period of 3 years.
6. Limitation of Liability
To the fullest extent permitted by applicable law:
- Halsoft's total aggregate liability arising out of or related to any project or these Terms shall not exceed the total fees paid by the Client for the specific project giving rise to the claim in the 12 months preceding the claim.
- Halsoft shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
- These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) under which the claim is brought.
Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded by law.
7. Warranties and Disclaimer
Halsoft warrants that Services will be performed with reasonable care and skill. We will correct defects in deliverables reported within 30 days of delivery at no additional charge.
Except as expressly stated above, the Services and deliverables are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
8. Termination
Either party may terminate a Project Agreement with 30 days' written notice. Upon termination:
- The Client shall pay for all work completed up to the termination date, including a reasonable portion of any milestone in progress.
- Halsoft will deliver all completed work product to the Client upon receipt of final payment.
- Provisions relating to intellectual property (Section 3), confidentiality (Section 5), limitation of liability (Section 6), and governing law (Section 9) survive termination.
9. Governing Law and Dispute Resolution
These Terms and any Project Agreements are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions.
The parties agree to first attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved within 30 days of written notice, it shall be submitted to the exclusive jurisdiction of the courts of Estonia.
10. Modifications to These Terms
We may update these Terms from time to time. Material changes will be communicated by email or by a prominent notice on our website. Continued engagement with our services after changes take effect constitutes acceptance of the updated Terms.
11. Contact Information
For questions about these Terms or our services, please contact us:
- Email: contact@halsoft.net
- Address: Stryiska 113D, Lviv, 79000, Ukraine
- Company registration: Estonia, European Union