Terms of Service

Last updated: 28 April 2025

These Terms of Service ("Terms") govern every consulting engagement between Vitalii Honchar ("Consultant", "we", "us", "our") and the entity or individual purchasing any packaged offer, retainer, or custom project ("Client", "you"). By booking a discovery call, signing a proposal, paying an invoice, or otherwise requesting our services, you agree to be bound by these Terms.

Plain‑English promise – we deliver well‑defined, outcome‑orientated technical work on time and on a fixed price or transparent day‑rate. You supply timely access, information, and decisions so we can move fast.

1. Definitions

2. Scope of Services

1. We will perform the Services described in the Engagement with reasonable care, skill and diligence consistent with industry best practice.
2. Unless explicitly stated, Services do not include ongoing development, 24×7 support, or managed hosting.
3. Any item not in the written scope is a Change Request (see §8) and may adjust fees and schedule.

3. Engagement Process

1. Discovery Call – complimentary 30‑min call to confirm pain points and select the best package.
2. Proposal / SOW – emailed PDF summarising goals, scope, timeline, fees and key assumptions.
3. Kick‑off – Client provides artefacts, accesses and a single point‑of‑contact ("Product Owner").
4. Implementation – we execute the work; weekly async status note plus optional stand‑up.
5. Review & Handover – walkthrough of Deliverables; one revisions cycle (≤ 3 minor tweaks) included.
6. Follow‑Up – 14‑day e‑mail support window for clarifications.

4. Client Responsibilities

• Provide accurate information, documentation, and credentials within two (2) Business Days of request.
• Make timely decisions and approvals through the designated Product Owner.
• Ensure that any test or production environments are backed up prior to our activities.
• Obtain all third‑party consents or licences needed for us to access code, infrastructure, or data.

Failure to meet these responsibilities may extend timelines or incur additional fees.

5. Fees & Payment

1. Fixed‑Fee Packages – 100 % payable upfront to secure calendar slot.
2. Custom Projects / Retainers – billed on a milestone or monthly cycle at the Day‑Rate; 50 % deposit and 30‑day net terms on the balance unless otherwise agreed.
3. Prices exclude VAT or any applicable taxes, which will be added to the invoice.
4. Late payments accrue interest at 1 % per month (pro‑rata) plus any collection costs.

6. Expenses

All fees are remote‑delivery by default. Pre‑approved travel or onsite work is invoiced at cost (economy class flights, mid‑range hotels, reasonable meals) plus 5 % administration.

7. Deliverables & Acceptance

• Deliverables are deemed accepted unless you notify us of material defects within five (5) Business Days of delivery.
• Your sole remedy for non‑conforming Deliverables is prompt correction or, at our discretion, a proportionate refund of the fee paid for that item.

8. Change Management

Requests to modify scope, priority, or timeline must be made in writing. We will respond with impact on schedule and cost. Work will not proceed until both parties approve the change.

9. Intellectual Property (IP)

• Pre‑Existing IP – Each party retains ownership of IP it owned before the Engagement.
• Work Product – Upon full payment, we assign to you all worldwide rights, title and interest in Deliverables expressly created for the Engagement, excluding Pre‑Existing IP and open‑source components.
• We may reuse non‑confidential know‑how, templates, or generic code in future work.

10. Confidentiality & Publicity

1. Both parties must keep confidential information secret and use it solely for the Engagement.
2. Obligations survive for three (3) years after termination.
3. With your written consent (e‑mail sufficient) we may reference your company name, logo, and high‑level results as a case study.

11. Data Protection

We process any personal data strictly as a processor under the EU GDPR, limited to what is necessary to perform the Services, and will sign a Data Processing Agreement on request.

12. Warranty & Disclaimer

• We warrant that Services will be performed in a professional manner.
• Except as expressly set out, we provide no other warranties, express or implied. We do not warrant that Deliverables will be error‑free or achieve specific financial outcomes.

13. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability under any Engagement shall not exceed the lesser of (a) the fees paid in the preceding twelve (12) months or (b) €50 000. We are not liable for indirect, consequential, loss of profit, revenue, data, or business interruption.

14. Term & Termination

1. Each Engagement begins on the Effective Date stated in the proposal and ends upon delivery of all Deliverables or earlier termination.
2. Either party may terminate for convenience with seven (7) Business Days' written notice; Client pays for work performed to date plus non‑cancellable costs.
3. Either party may terminate immediately for material breach not cured within five (5) Business Days of notice.

15. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, provided the affected party notifies the other and resumes performance promptly.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of Spain. The courts of Madrid, Spain shall have exclusive jurisdiction, except we may seek injunctive relief in any jurisdiction.

17. Amendments

We may update these Terms by posting a revised version on our website. Changes apply to new Engagements only. Material changes will be highlighted at least fourteen (14) days in advance.

18. Notices

Legal notices must be sent by e‑mail to legal@vitaliihonchar.com and are deemed delivered on the next Business Day after sending.

19. Entire Agreement

These Terms together with any Proposal, SOW, or invoice constitute the entire agreement and supersede all prior understandings. If there is a conflict, the documents apply in this order: (1) Proposal/SOW, (2) these Terms, (3) any other attachment.