Legal Agreement
Effective date: March 2026 · Governed by the laws of Ontario, Canada
These Terms & Conditions ("Agreement") constitute a legally binding contract between Max Greenaway ("Service Provider", "we", "us") and the individual or entity making a purchase ("Client", "you"). By completing payment you confirm that you have read, understood, and unconditionally accepted every clause in this Agreement.
Deposits are strictly non-refundable. Payment constitutes acceptance of all terms herein. Read this document in full before proceeding.
"Project" means the software application to be designed, developed, and deployed under the agreed scope.
"Deposit" means the upfront payment made at the time of purchase (€2,200 for Starter; €3,800 for Growth).
"Scope Document" means the written specification agreed between both parties following the scoping call.
"Platform Management Fee" means the recurring monthly fee covering API credits, hosting, database, and maintenance services.
"Delivery Date" means the indicative date provided in the scoping document, subject to clause 6.
"Third Party Services" means external platforms including but not limited to Anthropic (Claude API), Vercel, Supabase, and Stripe.
By ticking the acceptance checkbox and completing payment you:
If you do not agree to any part of this Agreement, you must not complete the purchase.
The Service Provider agrees to design, develop, and deploy a software application as defined in the Scope Document agreed during the post-purchase scoping call. Services are limited strictly to what is documented in the Scope Document. The tier purchased (Starter or Growth) defines the maximum scope of included features as described on the Services page at the time of purchase.
Any feature, functionality, design element, or integration not explicitly named in the Scope Document is considered out of scope and will not be delivered under this Agreement. Additional features may be quoted and commissioned separately.
All deposits are non-refundable. No exceptions. No partial refunds. No credits.
The full deposit is due at the time of purchase. Work will not begin under any circumstances until the deposit is received and confirmed. The deposit covers the scoping call, project initiation, and a portion of development costs that are incurred immediately.
The deposit is entirely non-refundable once paid, regardless of:
The Client agrees not to initiate a chargeback, payment dispute, or reversal with their bank or card issuer. Initiating a fraudulent chargeback constitutes a material breach of this Agreement and may result in legal action, debt recovery proceedings, and reporting to relevant authorities. The Service Provider reserves the right to pursue the full invoice amount plus legal costs and interest in such circumstances.
The first month of platform management is included in the deposit. From month two onwards, the monthly management fee (€75/month for Starter; €120/month for Growth) is due on or before the first day of each month. Failure to pay within 7 days of the due date may result in suspension of services, including API credits and hosting. Persistent non-payment beyond 30 days may result in termination under Clause 13.
All prices are exclusive of applicable taxes. The Client is solely responsible for any taxes, duties, VAT, GST, or similar charges imposed by their jurisdiction.
The sole circumstance under which a partial refund may be considered is if the Service Provider determines, prior to the scoping call, that they are categorically unable to deliver the requested application due to a technical impossibility entirely outside the scope of the agreed tier. In this case, a refund of no more than 50% of the deposit may be offered at the Service Provider's sole discretion. This clause does not create any obligation to issue a refund.
Delivery timelines (7 days for Starter; 10 days for Growth) are indicative targets from the date the Scope Document is finalised and all required Client materials have been received. They are not contractual guarantees.
Timelines may be extended due to:
The Service Provider will communicate any anticipated delay promptly. Timeline extensions do not entitle the Client to a refund or fee reduction.
The Client agrees to:
Professional communication is required at all times. Abusive, threatening, or inappropriate conduct will result in immediate termination of the engagement with no refund.
All communications between the Client and the Service Provider — including but not limited to email, video call, messaging platform, and any written correspondence — must adhere to the following standards:
A single serious breach of clause 8.1 (e.g. threats, discriminatory language, sustained aggression) entitles the Service Provider to terminate this Agreement with immediate effect. The deposit will be forfeited in full. No further work will be undertaken. The Service Provider reserves the right to retain all communications as evidence and to report conduct to relevant authorities where appropriate.
A pattern of minor breaches (e.g. repeated use of mild profanity after one warning) will result in a written warning. A second occurrence after the warning will constitute grounds for termination under the same conditions as a serious breach.
Upon receipt of all payments due under this Agreement (deposit and any outstanding fees), ownership of the delivered application's unique source code — excluding third-party libraries, frameworks, and tools — transfers to the Client.
The Service Provider retains the right to:
The Client warrants that all content, branding, copy, and assets provided to the Service Provider are owned by or properly licensed to the Client, and do not infringe any third-party rights. The Client indemnifies the Service Provider against any claims arising from Client-supplied materials.
The application will be built on and dependent upon Third Party Services including Anthropic (Claude API), Vercel, Supabase, and Stripe. The Service Provider makes no warranty regarding the continuous availability, pricing stability, or future terms of these services.
The Client acknowledges that:
Platform management (covered by the monthly fee) includes: Anthropic API credit allocation, Vercel hosting maintenance, Supabase database monitoring, dependency updates, and minor bug fixes. It does not include new feature development, design changes, or third-party integration changes, which are quoted separately.
The Client may cancel platform management at any time with 30 days' written notice. Upon cancellation, the Service Provider will transfer all hosting credentials and repository access to the Client within 14 days. No pro-rated refund is provided for the current billing month.
Cancellation of platform management does not terminate IP ownership. The Client may continue to operate the application independently.
Both parties agree to keep confidential all non-public information shared during this engagement, including business ideas, application specifications, user data, financial information, and strategic plans. This obligation survives termination of the Agreement for a period of three (3) years.
Neither party will disclose the other's confidential information to any third party without prior written consent, except where required by law.
The Client may terminate this Agreement at any time by written notice. Upon termination: the deposit is forfeited in full; any work completed up to the termination date remains the property of the Service Provider until all outstanding fees are settled; platform management services will cease 30 days after notice.
The Service Provider may terminate this Agreement immediately and without refund if the Client:
Upon termination by either party, all outstanding platform management fees become immediately due. The Service Provider will retain all work product and source code until any outstanding balance is settled in full.
To the maximum extent permitted by applicable law, the Service Provider's total liability to the Client for any claim arising out of or related to this Agreement — whether in contract, tort, or otherwise — shall not exceed the total amount paid by the Client under this Agreement.
The Service Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to: loss of revenue, loss of profits, loss of business, loss of data, loss of goodwill, or damage to reputation, even if advised of the possibility of such damages.
The Service Provider does not warrant that the delivered application will be error-free, uninterrupted, or fit for any particular commercial purpose beyond what is described in the Scope Document.
The Service Provider warrants that the delivered application will substantially conform to the agreed Scope Document at the time of delivery. A 2-week (Starter) or 4-week (Growth) post-delivery support window is provided to address bugs directly attributable to the development work.
No warranty is made regarding the commercial success, revenue generation, user adoption, or market performance of the delivered application. The Client accepts full responsibility for their business decisions.
The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any claims, damages, losses, costs, and expenses (including legal fees) arising from: the Client's use or misuse of the delivered application; the Client's breach of this Agreement; any content or data provided by the Client; or any violation of applicable law by the Client or the application they commission.
In the event of a dispute, both parties agree to first attempt resolution through good-faith written negotiation for a period of 30 days. If unresolved, disputes shall be submitted to binding arbitration in the Province of Ontario, Canada, in accordance with the Arbitration Act 1991 (Ontario). The language of arbitration shall be English. The decision of the arbitrator shall be final and binding on both parties.
This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Both parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, Canada for any matter not subject to arbitration under Clause 17.
This Agreement, together with the Scope Document agreed post-purchase, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings of any kind, whether written or oral.
The Service Provider may update these Terms at any time. Updated terms will be published on this page with a revised effective date and will apply to all purchases made after that date. Continued use of services following an update constitutes acceptance of the revised terms.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
Failure by either party to enforce any provision of this Agreement on any occasion shall not be construed as a waiver of that party's right to enforce such provision on a future occasion.
All formal notices under this Agreement must be sent in writing to:
Max Greenaway
Ontario, Canada
maxgreenaway1@gmail.com
Note: These terms are provided for informational and contractual purposes. While prepared with care, you are encouraged to seek independent legal advice if you have questions about your obligations before purchasing.