Terms of service.
1. Agreement to Terms
These Terms of Service ("Terms") govern your access to and use of the services provided by Malach Partners ("we," "our," or "us"), including our website (Malachpartners.framer.website) and any related design, development, and strategy services (collectively, the "Services").
By engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.
2. Our Services
Malach Partners provides product design, rapid no-code development, and scalable custom development services. The specific scope, deliverables, timeline, and cost for your project will be defined in a separate proposal or statement of work ("Project Agreement"). This Project Agreement, once signed by both parties, becomes part of these Terms.
3. Client Responsibilities
You agree to:
Provide all necessary content, materials, brand assets, and information required for us to complete the project in a timely manner.
Appoint a single point of contact for providing feedback and approvals to avoid delays.
Review all deliverables and provide clear, consolidated feedback within the agreed-upon review periods.
Secure all necessary licenses and permissions for any materials you provide to us.
4. Intellectual Property
Client Materials: You retain all intellectual property rights to the materials you provide to us.
Our Work Product: Upon full and final payment of all fees, we grant you a perpetual, worldwide, exclusive license to use the final deliverables (e.g., the final website, application, design files) created specifically for you under the Project Agreement.
Our Tools & IP: We retain all ownership rights to our proprietary tools, code libraries, frameworks, pre-existing knowledge, and any development techniques we use ("Background IP"). The license granted to you is for the final custom output, not our underlying Background IP.
5. Fees and Payment
Fees: You agree to pay the fees outlined in the Project Agreement.
Payment Schedule: A payment schedule (e.g., 50% upfront, 50% on completion) will be specified in the Project Agreement. All invoices are due upon receipt unless otherwise stated.
Late Payments: Late payments may be subject to interest charges of 1.5% per month or the maximum rate allowed by law. We reserve the right to pause all work until overdue payments are received.
6. Revisions and Scope Changes
The Project Agreement includes a set number of revision rounds.
Any request that significantly alters the original scope ("Scope Change") will be subject to a change order, which may adjust the project timeline and cost. Work on Scope Changes will only begin upon written approval from both parties.
7. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information shared by the other party ("Confidential Information") and not to disclose it to any third party, except as necessary to perform the Services.
8. Termination
Either party may terminate a Project Agreement with written notice if the other party materially breaches these Terms and fails to cure the breach within 14 days of receiving notice. Upon termination, you will pay us for all work completed and expenses incurred up to the termination date.
9. Disclaimer of Warranties; Limitation of Liability
"As Is" Service: Our Services are provided "as is." We do not guarantee that the Services will be uninterrupted or error-free.
No Indirect Damages: To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with our Services.
Total Liability: Our total liability to you for any claim arising from these Terms or the Services shall not exceed the total amount you paid us for the Services in the six (6) months prior to the claim.
10. Third-Party Services
Our Services may involve or require the use of third-party platforms, services, or APIs (e.g., Framer, hosting providers). You agree to comply with their respective terms of service. We are not liable for the actions, inactions, or performance of these third-party services.
11. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of Nigeria. Any dispute shall be resolved through final and binding arbitration in Nigeria, rather than in court.
12. Changes to Terms
We may update these Terms at any time. The "Last Updated" date at the top of this page will indicate when changes were made. Your continued use of our Services after any change constitutes your acceptance of the new Terms.
