Terms of Service

Effective: November 11, 2025

1. Services Description

ApexByte provides professional custom software development services on a project basis. Our services may include, but are not limited to:

• Web application development (frontend and backend)
• Mobile application development
• Software architecture and design consultation
• Code optimization and refactoring
• Integration services and API development
• Database design and implementation
• Technical consultation and project guidance

Each project will be governed by a separate project agreement, proposal, or statement of work that specifies the exact scope of services, deliverables, timeline, and compensation. The services provided will be performed in a professional and workmanlike manner in accordance with industry standards and best practices as of the project commencement date.

The Company reserves the right to decline any project or request for services at its sole discretion and without providing cause or justification.

2. Payment Terms and Conditions

Payment for services shall be made according to the following terms unless otherwise specified in a separate written agreement:

• Payment Structure: 50% deposit required upon project initiation to secure resources and commence work, with the remaining 50% due upon project completion and delivery of final deliverables.
• Payment Method: All payments are processed through Upwork's secure escrow system, ensuring protection for both parties. Payment must be held in escrow until project completion and client acceptance of deliverables.
• Invoice and Payment Terms: Invoices will be issued upon project commencement (for initial deposit) and upon project completion (for final balance). Payment is due within seven (7) days of invoice issuance unless otherwise specified.
• Late Payment: Payments not received within fourteen (14) days of the invoice date may incur a late fee of 1.5% per month (or the maximum allowed by applicable law), and the Company reserves the right to suspend work on the project.
• Currency and Fees: All fees are quoted in the currency specified in the project agreement. Client is responsible for any currency conversion fees, bank fees, or transaction charges imposed by their financial institution.
• Non-Refundable Deposits: The initial deposit is non-refundable once work has commenced, except in cases where the Company fails to perform its obligations as specified in the project agreement.

3. Revision and Modification Policy

The revision policy is structured as follows to ensure clear expectations and fair resource allocation:

• Included Revisions: Up to three (3) rounds of revisions or modifications are included in the project fee, provided the revisions fall within the original project scope as defined in the project agreement or proposal.
• Revision Definition: A revision is defined as a modification, update, or change to the delivered code or deliverables based on documented feedback that does not expand the original scope of work.
• Scope Creep Protection: Changes that expand the original project scope, add new features, integrate additional systems, or substantially alter the project requirements are considered out-of-scope and will be billed separately.
• Additional Revision Costs: Any revisions beyond the included three (3) rounds will be billed at the Company's standard hourly rate of $75/hour or as otherwise agreed in writing.
• Revision Timeline: Revision requests must be submitted within fourteen (14) days of the initial deliverable. Requests submitted after this period will be treated as separate projects and subject to new pricing.
• Revision Limitations: The Company is not obligated to implement revisions that are technically unfeasible, security risks, or contrary to best practices and industry standards.

4. Intellectual Property Rights and Ownership

Intellectual property ownership is structured as follows:

• Code Ownership: Upon receipt of full payment for the project, all intellectual property rights to the custom code, documentation, and deliverables created specifically for your project shall transfer to and become the sole and exclusive property of the Client.
• Pre-Existing Code: Any pre-existing code, libraries, frameworks, or components created by the Company prior to this engagement or reused from third-party sources remain the property of the Company or respective third parties. The Client receives a non-exclusive license to use such pre-existing components solely as incorporated within the delivered project.
• Third-Party Licenses: Any third-party software, libraries, or components incorporated into the project are subject to their respective open source or commercial licenses. The Client is responsible for compliance with all applicable third-party licenses.
• Company Portfolio Use: The Company reserves the right to use completed projects as portfolio examples and case studies for marketing and business development purposes, provided that sensitive client information and proprietary business logic are not disclosed.
• Moral Rights: The Company retains moral rights of attribution and integrity in the work created, except where explicitly waived in writing.

5. Confidentiality and Non-Disclosure

Both parties acknowledge that they may receive confidential information during the course of the engagement:

• Confidential Information: Each party agrees to maintain the confidentiality of all proprietary information, business data, technical specifications, and other sensitive information disclosed by the other party, except as required by law or court order.
• Duration: Confidentiality obligations shall survive termination of the project for a period of three (3) years, or as otherwise required by applicable law.
• Exceptions: Confidentiality obligations do not apply to information that is: (a) publicly available through no breach of this agreement; (b) independently developed without access to the disclosing party's information; or (c) rightfully received from a third party without confidentiality obligations.

6. Project Timeline and Delivery

Project timelines and delivery schedules are estimates based on the information available at the time of the proposal. The Company will make reasonable efforts to meet agreed-upon deadlines, but does not guarantee specific delivery dates. Delays may result from:

• Incomplete or ambiguous project requirements or scope definitions
• Delays in Client communication or feedback
• Changes to project scope or requirements
• Third-party API, service, or integration issues beyond the Company's control
• Technical challenges that require additional investigation or problem-solving
• Force majeure events

The Company will notify the Client promptly of any anticipated delays and provide revised timelines to the extent possible. Delays shall not constitute a breach of this agreement provided the Company is making good-faith efforts to complete the project.

7. Limitation of Liability and Disclaimer of Warranties

Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Service Availability: While the Company will use reasonable efforts to provide reliable services, the Company does not warrant that services will be error-free, uninterrupted, or meet your specific requirements. The Company shall not be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or widespread internet outages.

Limitation of Damages: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE PROJECT.

Some jurisdictions do not allow limitations on liability, so this limitation may not apply to you. Where applicable, this limitation shall be deemed to be the maximum extent permitted by applicable law.

8. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information regarding project requirements and specifications
• Provide timely feedback and approval on deliverables to maintain project timeline
• Ensure that all content, data, and materials provided to the Company are original, authorized, and do not infringe on any third-party rights
• Maintain appropriate security measures for all credentials, access tokens, and login information provided to the Company
• Test delivered code and report issues through established communication channels
• Comply with all applicable laws and regulations regarding use of the delivered software
• Not attempt to reverse-engineer, decompile, or disassemble the software, except to the extent permitted by law

9. Support and Maintenance

Unless otherwise specified in a separate support or maintenance agreement:

• The Company provides support during the project development phase only
• Post-delivery support and maintenance are not included and must be contracted separately
• The Company is not responsible for issues arising from third-party platform updates, framework version changes, or hosting/infrastructure changes implemented by the Client or third parties
• The Client is responsible for regular backups, security updates, and maintenance of the delivered software post-delivery

10. Termination and Cancellation

Termination by Client: The Client may terminate a project with written notice, provided the Company is compensated for all work completed to date plus reasonable costs for wind-down activities. The deposit is non-refundable once work has commenced.

Termination by Company: The Company may terminate services with written notice if: (a) the Client materially breaches this agreement and fails to remedy the breach within seven (7) days of written notice; (b) the Client fails to make payment; or (c) the Company reasonably determines that completion of the project is not feasible.

Upon termination, the Client shall pay the Company for all services rendered and expenses incurred, and the Company shall deliver all work-in-progress materials.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising from or relating to:

• The Client's use or misuse of the delivered software
• Content or data provided by the Client that infringes on third-party rights
• The Client's violation of applicable laws or regulations
• The Client's breach of this agreement

12. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with applicable law. Any disputes arising from this agreement shall be subject to the dispute resolution processes provided by Upwork or, if applicable, arbitration as specified in our engagement terms.

13. Entire Agreement

This Terms of Service, along with any separate written project agreement or proposal, constitutes the entire agreement between the parties regarding the services provided and supersedes all prior understandings, negotiations, and agreements, whether written or oral, regarding the subject matter. Any amendments or modifications to this agreement must be made in writing and signed by both parties.

14. Severability

If any provision of this agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while maintaining the intent of the parties, or if not possible, such provision shall be severed. The remaining provisions shall remain in full force and effect.

15. Contact Information

For questions, concerns, or communications regarding this Terms of Service or our engagement, please contact us: