Service agreement

1. Who this is between

Appbuff is a software studio based in Bangladesh. In this agreement, “we” and “us” mean Appbuff. “You” means the person or company named on the quote.

By accepting a quote, in writing or by paying the deposit, you accept this agreement for that quote. If you are accepting on behalf of a company, you confirm you are allowed to.

2. What the contract is

The contract for a project is the written quote plus this agreement. The quote lists what we will build, what we will not build, the price, the delivery date, the payment schedule and the acceptance criteria. If the quote and this agreement disagree, the quote wins for that project.

Nothing else is part of the contract. Not the website, not a call, not a chat message, not an email that was never turned into a quote or a change request. We keep it this way so both sides always know what was agreed.

3. Scope

The quote is the whole scope. Anything not listed in it is out of scope, even if it seems related, small, or obvious to one of us. If a listed item is vague, we read it the way a reasonable developer would, and we say so in writing before we build it.

We will tell you in writing, within two business days, when a request falls outside the scope. Small clarifications inside the listed scope are free. We decide which side of that line a request falls on and explain why.

4. Change requests

A request outside the quote becomes a change request: a short written note with the added work, its price and its effect on the delivery date. It starts only after you accept it in writing. Verbal and chat requests are not change requests until they are written up.

Change requests are quoted at the same rates as the original quote unless the quote says otherwise. Changes that arrive after work on the affected part has started may cost more than the same change requested earlier, because work gets redone.

5. What you provide

To deliver on the date in the quote we need, on time: access to the systems the quote names, a staging or development copy of the store or app, the content, accounts and credentials listed in the quote, accurate information about your business and systems, and one person on your side who can make decisions.

If something we need arrives late, the delivery date moves by at least the same number of days. If the delay leaves us idle for more than five business days, we may invoice the time reserved for you or move the project behind other work.

You are responsible for the legality of what you ask us to build and of the content you give us: that it is yours to use, that it does not infringe anyone’s rights, and that your store complies with the laws where you sell.

6. How we work

We build on a staging or development copy, never on your live store, unless the quote says otherwise and you accept the risk in writing. We show progress at least weekly. We use version control and put the code in a repository you can access, or in your Shopify Partner account, from the first commit.

We may use subcontractors for parts of the work. We stay responsible for everything delivered under the quote. We may use tools of our choice to build, test and document, and we remain responsible for the result.

7. Third-party platforms and services

Much of what we build runs on platforms and services that neither of us controls: WordPress, WooCommerce, Shopify, Apple’s App Store, Google Play, payment gateways, hosting, ERP systems, and their APIs. We build to their published rules and current versions at the time of the quote.

We are not responsible for changes those platforms make, for their outages, for their review decisions, or for their fees. App Store and Play Store review is their decision, and a rejection is fixed as a change request if the cause is outside the quote, or as part of the quote if the cause is our work. Third-party fees, licenses, subscriptions, developer accounts and hosting are yours to pay unless the quote says we pay them and rebill you.

8. Acceptance

When we deliver work on staging, you have five business days to test it against the acceptance criteria in the quote and report anything that does not meet them. We fix what you report. When the reported items are fixed, or when the five days pass without a report, the delivery is accepted.

Accepted work is invoiced under the payment schedule and is not reopened as a defect later. Anything you want changed after acceptance is a change request, unless it is a warranty defect under section 10.

9. Payment

Prices in the quote are in US dollars unless the quote says otherwise. The usual schedule is half to start and half on acceptance; larger projects have milestones listed in the quote. Retainers are paid monthly in advance. Invoices are due within seven days of the invoice date.

The amount we invoice is the amount we receive. Bank fees, transfer fees and currency conversion are yours. Prices exclude any tax that applies in your country; if your country requires you to withhold tax from our invoice, you add that amount so we receive the invoiced figure.

If an invoice is overdue, we may pause all work and all warranty obligations until it is paid, and the delivery date moves accordingly. Work delivered under an unpaid invoice stays licensed to you for evaluation only, under section 11.

10. Warranty

For thirty days after release, we fix, free, anything we delivered that does not meet the acceptance criteria in the quote. Report it in writing with steps to reproduce.

The warranty covers our work, on the environment we delivered it to. It does not cover: changes made by you or by others after release, updates to WordPress, WooCommerce, Shopify, an operating system, a plugin, a theme or an API that changed behavior, hosting or server changes, data or content problems, third-party services failing, or new requirements. Those are quoted as new work or covered by a retainer.

Beyond this warranty we give no other warranties, express or implied, including fitness for a particular purpose or uninterrupted operation. Software is complex and we cannot promise it will never have a bug.

11. Ownership and license

When you have paid everything due under a quote, the code and other deliverables written for you under that quote are yours. You can use, change, and give them to others. Until then, they are licensed to you for evaluation on staging only.

Two things stay ours: the general know-how, patterns, libraries and reusable components we bring to every project, which we may keep using, and any of our pre-existing code included in the deliverable, which you get a permanent, non-exclusive license to use as part of the work. Open source components stay under their own licenses. Nothing we deliver depends on a license fee to us.

You keep ownership of everything you give us: your content, brand, data and accounts. You give us a license to use them as needed to do the work.

We may say we did the work, and show non-confidential parts of it, unless the quote says the project is confidential.

12. Confidentiality and data

Each side keeps the other’s non-public information confidential and uses it only for the project. This lasts for three years after the project ends, and for as long as the information stays a trade secret. We sign an NDA on request before you share anything sensitive.

Staging copies of your store contain your customers’ data. We use that data only to build and test the work, we do not copy it anywhere else, and we delete our copies within thirty days of the project ending. Where the law where you sell requires a data processing agreement, we sign a reasonable one.

Credentials you give us are stored in a password manager and removed when the project ends. Please rotate them after handover.

13. Limitation of liability

Our total liability to you for anything arising from a quote is capped at the fees you paid under that quote. We are not liable for lost revenue, lost profit, lost data, loss of business, or claims by third parties, however they arise, even if we were told they might happen.

We are not liable for your store’s legal compliance, your tax, your content, your choice of platform, your customers’ behavior, or the decisions of any platform or app store. Nothing in this section limits liability that cannot be limited by law.

14. Indemnity

You cover us against claims that arise from content, data, instructions or materials you gave us, from your use of the deliverables in a way the quote did not anticipate, or from your business’s compliance with the law. We cover you against claims that code we wrote infringes someone else’s copyright, provided you tell us promptly and let us handle the response, which may include replacing the affected code.

15. Termination

Either side may end a project in writing at any time. If you end it, you pay for work completed to date, plus any third-party costs already committed, and the deposit is not refunded. If we end it for a reason that is not your breach, we refund the part of the deposit not yet earned. Delivered work stays with you on payment for it, under section 11.

Either side may end a retainer at the end of any paid month by giving notice before the next invoice.

Sections 9, 11, 12, 13, 14, 16 and 17 survive termination.

16. Disputes and governing law

This agreement is governed by the laws of Bangladesh. If we disagree, we first try to sort it out in writing, then in a call between decision-makers within fourteen days. If that fails, the dispute goes to arbitration in Bangladesh under the Arbitration Act 2001, with one arbitrator, in English. Either side may still go to a court for an injunction to protect confidential information or intellectual property.

If Appbuff later operates through a company registered in another country, quotes issued by that company name that country’s law instead, and this section reads accordingly for those quotes.

17. General

We are an independent contractor, not your employee, partner or agent. Neither side is exclusive to the other. Neither side will hire or contract the other’s staff or subcontractors for twelve months after a project without written consent.

Neither side is liable for delay caused by events outside its reasonable control, such as natural disasters, internet or power failures at a national scale, war or government action. The affected side tells the other promptly and the dates move.

Notices are sent by email to the addresses on the quote and count as received on the next business day. Decisions live in writing: the quote, change requests, email or the project channel we agree on. Chat messages do not change the contract.

If a court finds part of this agreement unenforceable, the rest stays in force. Neither side may assign the contract without the other’s consent, except that we may assign it to a successor company under section 16. A failure to enforce a term once does not waive it. This agreement and the quote are the entire agreement and replace anything said or written before.

18. Changes to this agreement

We may publish a new version of this agreement. The version that applies to a project is the one in force on the date the quote was accepted, and we keep old versions available on request.