Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Soft Clerk (“Soft Clerk,” “we,” “our,” or “us”) regarding your access to our website, discovery consultations, proposals, and custom engineering services.

By engaging Soft Clerk for custom development services or utilizing our website, you agree to be bound by these Terms and our Statement of Work (SOW) documents.

All engineering services are governed by project-specific Statements of Work (SOWs) or sprint agreements that define the deliverables, acceptance criteria, milestone schedules, and compensation terms.

Any modifications, out-of-scope feature additions, or architectural changes requested after SOW sign-off must be approved in writing via an addendum or change request.

Full Ownership Handover: Upon full and final settlement of all milestone invoices corresponding to a deliverable, Soft Clerk assigns 100% of all intellectual property rights, source code, database schemas, and documentation created specifically for the project to the Client.

Pre-Existing & Open Source Tools: Soft Clerk retains rights to its pre-existing internal libraries, boilerplate scaffolds, and standard open-source tools (e.g., Next.js, Prisma, Tailwind CSS), which are licensed to Client under standard MIT/Apache licenses for perpetual, royalty-free commercial use.

Payments are structured around milestone completion or scheduled sprint retainers as specified in the relevant proposal.

• Invoices are payable upon receipt unless otherwise stated in the contract.
• Work on subsequent milestones may be paused if outstanding invoices remain unpaid beyond 14 calendar days.
• Accepted payment methods include bank wire transfers (ACH/SEPA), Stripe, and approved credit cards.

Projects may interface with third-party APIs and infrastructure providers (e.g., OpenAI, Anthropic, AWS, Vercel, Supabase, Stripe).

Soft Clerk is not responsible for outages, rate limits, pricing changes, terms modifications, or service discontinuations imposed by third-party platforms outside our direct control.

Client represents and warrants that all software, AI automations, and scraping targets requested from Soft Clerk comply with applicable local and international laws.

We strictly prohibit and refuse engagements involving malware, unauthorized security bypass, distributed denial of service, infringement of copyright, or scraping of sensitive non-public personal information without legal basis.

To the maximum extent permitted by law, Soft Clerk shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business goodwill, arising out of or related to our services.

In no event shall Soft Clerk's total aggregate liability exceed the total fees paid by the Client to Soft Clerk under the applicable Statement of Work in the twelve (12) months preceding the claim.

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction specified in the formal engagement contract, without regard to its conflict of law principles.

Both parties agree to attempt in good faith to resolve any dispute through informal negotiation prior to initiating formal arbitration or legal proceedings.