1. Compensation & Payment

Client agrees to pay Developer fees based on the active workstreams and allocated hours per discussed, as project, as outlined in the individual service agreement. Each module is billed at the standard hourly rate agreed upon at the time of contract execution. Excess hours beyond the monthly allocation for any module are billed at the applicable overage rate. Hours are calculated per person and are not fractionalized; only whole hours will be billed.

Certain engagements may include a final milestone payment contingent upon a defined delivery event, such as the confirmed public availability of an application on a digital distribution platform. Where applicable, such milestone payments will be specified in the individual Client agreement and shall not be triggered by submission alone, but only upon the fulfillment of the conditions expressly stated therein.

Late payments shall incur a penalty of the maximum amount allowed by applicable Mexican federal law. Payments not received within the agreed billing cycle will be treated as overdue from the first day following the due date. Developer reserves the right to pause active workstreams upon non-payment without such pause constituting a breach of this Agreement. Work will resume upon receipt of all overdue amounts plus any applicable late fees.

2. Ownership & Intellectual Property

All work product created by Developer under this Agreement, including but not limited to source code, object code, applications, documentation, designs, assets, and all other materials developed in connection with a Client engagement, shall be considered Work Made for Hire as defined under applicable copyright law. To the extent any such work product does not qualify as Work Made for Hire, Developer hereby irrevocably assigns to Client all rights, title, and interest therein, including all intellectual property rights. Ownership vests in Client immediately upon creation of each work product, and no further payment or action is required to effect such transfer.

Any ideas, discussions, concepts, or products developed in the course of an engagement shall be the sole property of the Client. Developer retains the right to use generic, non-client-specific code libraries, frameworks, and utilities developed during the course of any project.

3. Confidentiality & Mutual Non-Disclosure

Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during the course of an engagement. Neither party shall disclose, use, or reproduce confidential information for any purpose other than fulfilling its obligations under the applicable service agreement, without prior written consent from the other party.

Confidential information includes, but is not limited to, technical specifications, business strategies, financial data, customer information, and any other information reasonably understood to be proprietary given the context in which it is disclosed.

Confidentiality obligations shall remain in effect for a period of three (3) years from the date of disclosure of the relevant information and survive the expiration or termination of any individual service agreement.

4. Payment Processing & Currency

All payments under these Terms are processed through Stripe, a global digital payment platform. By entering into a service agreement with Developer, Client acknowledges and accepts Stripe's Terms of Service, available at stripe.com/legal.

Client is responsible for any currency conversion fees, transaction costs, or taxes associated with payments processed through Stripe. Developer will issue invoices in accordance with Mexican fiscal requirements where applicable. Payment disputes related to the Stripe platform shall be governed first by Stripe's own dispute resolution procedures before escalation under Section 8 of these Terms.

5. Warranties & Limitation of Liability

Developer warrants that delivered work product shall substantially conform to the specifications outlined in the applicable Statement of Work for a period of thirty (30) days following delivery. During this warranty period, Developer shall address any non-conformities at no additional charge.

Developer does not warrant that deliverables will be error-free, uninterrupted, or free from issues arising after the delivery date that are unrelated to the original agreed scope. Developer shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use any deliverable, even if Developer has been advised of the possibility of such damages.

6. Termination

Either party may terminate the service agreement with five (5) days written notice if the other party breaches any material term and fails to cure such breach within thirty (30) days of receiving written notice thereof.

In the event of termination, Client shall pay Developer for all work completed up to the termination date. Monthly fees cannot be fractionalized. Any month in which Developer performs any authorized work for the Client shall count as a full billable month regardless of the volume of work performed within that month. Unused time in a given month cannot be rolled over and does not entitle Client to a credit or refund upon termination.

7. Dispute Resolution

Both parties agree to make a good-faith effort to resolve any disagreement through direct communication before initiating formal proceedings. Any disputes arising under a service agreement that cannot be resolved informally shall be submitted to mediation or binding arbitration in the United Mexican States, in accordance with applicable commercial arbitration rules. The outcome of such arbitration shall be final and binding on both parties.