Terms & Conditions

These Terms & Conditions ("Terms") govern your use of the ContractSQ website and any services provided by ContractSQ, operated by UAB Contract Square ("Company", "we", "us", "our"), a custom software development and AI automation agency registered in Lithuania.

By accessing our website or engaging our services, you ("Client", "you", "your") agree to be bound by these Terms. If you do not agree, please do not use our website or services.

These Terms, together with any signed Statement of Work ("SOW"), constitute the entire agreement between the parties. Any terms or conditions in the Client's purchase orders, vendor forms, or other documents are expressly rejected and shall have no effect unless explicitly accepted by us in writing.

ContractSQ provides custom software development, AI automation, cloud infrastructure, and related consulting services. The specific scope, deliverables, timeline, and pricing for each engagement are defined in individual SOWs agreed upon by both parties.

These Terms apply generally to all engagements. Where a SOW conflicts with these Terms, the SOW takes precedence for that specific engagement.

We reserve the right to determine the technical methods, tools, frameworks, and approaches used to deliver the agreed-upon results. The Client engages us for outcomes, not specific implementation details, unless explicitly specified in the SOW.

Our typical engagement process involves:

• Initial inquiry: You contact us via our website, email, or other channels.
• Discovery: We discuss your requirements, constraints, and goals.
• Proposal: We provide a written proposal or SOW detailing scope, timeline, and pricing.
• Agreement: Both parties sign the SOW. Work begins upon agreement and receipt of any applicable deposit.

No binding obligation to deliver services arises until both parties have signed a SOW and any required deposit has been received. Verbal agreements, emails, or chat messages do not constitute a binding SOW unless explicitly stated.

Estimates of timeline and cost provided during discovery or proposals are good-faith approximations, not guarantees, unless the SOW explicitly states a fixed price or fixed deadline.

Pricing is defined in each SOW and may be structured as fixed-price, time-and-materials, or retainer-based, depending on the project.

• Deposits: We typically require a deposit (specified in the SOW) before commencing work. Deposits are non-refundable unless otherwise stated.
• Invoicing: Invoices are issued according to the payment schedule in the SOW (e.g., milestone-based, monthly, or upon completion).
• Payment terms: Payment is due within 14 days of invoice date unless otherwise agreed in the SOW. All prices are exclusive of VAT unless stated otherwise.
• Late payment: Overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We also reserve the right to recover reasonable collection costs.
• Right to pause: If any invoice remains unpaid for more than 14 days past the due date, we may suspend all work on the project until the outstanding balance is settled in full. Timelines will be adjusted accordingly, and we are not liable for any delays caused by payment suspension.
• Rate adjustments: For ongoing retainer engagements, we may adjust rates with 30 days' written notice. If you do not agree to the new rates, you may terminate the retainer with 30 days' notice.

Timely delivery depends on active collaboration. The Client agrees to:

• Provide complete, accurate requirements and project materials in a timely manner.
• Designate a single point of contact authorized to make decisions and approve deliverables on the Client's behalf.
• Provide timely feedback during review periods (see Section 8).
• Grant necessary access to systems, accounts, APIs, and environments required for the project.
• Ensure that all content, data, and materials provided to us do not infringe on any third-party rights and comply with applicable laws.

Delays caused by the Client: If the project is delayed due to the Client's failure to meet their responsibilities (e.g., late feedback, missing access, unavailable decision-makers), we may adjust timelines accordingly. If Client-caused delays exceed 30 days cumulatively, we reserve the right to (a) invoice for work completed to date, (b) re-estimate the remaining scope and timeline, and (c) charge a re-engagement fee of up to 15% of the remaining project value if the project restarts after a prolonged pause.

The SOW defines the agreed scope. Any requests for additional features, changes to specifications, or work beyond the original scope constitute a "Change Request".

• Change Requests must be submitted in writing (email is sufficient).
• We will provide a written estimate of the additional time and cost required.
• No additional work begins until the Client approves the Change Request in writing.
• Approved Change Requests may adjust the project timeline, budget, or both.

If the Client requests changes verbally or through informal channels, we may implement minor adjustments in good faith but are not obligated to do so. Significant scope changes always require a written Change Request.

Deliverables will be provided according to the timeline in the SOW.

• Review period: Upon delivery of each milestone, you will have a review period (defined in the SOW, default 7 business days) to review and provide specific, actionable feedback.
• Deemed acceptance: If no written feedback is received within the review period, the milestone is deemed accepted. Payment for accepted milestones becomes due immediately.
• Feedback rounds: Each milestone includes up to 2 rounds of revisions based on feedback that falls within the original scope. Additional revision rounds may be billed as a Change Request.
• Rejection: If you reject a deliverable, you must provide specific written reasons detailing how it fails to meet the SOW specifications. Vague or subjective dissatisfaction (e.g., "I don't like it") does not constitute valid grounds for rejection if the deliverable meets the agreed specifications.

Timeline adjustments: Timelines may be adjusted due to scope changes, Client-caused delays, dependencies on third-party services, or unforeseen technical challenges discovered during implementation. We will communicate any material delays promptly.

• Liability cap: Our total aggregate liability arising from or related to any engagement shall not exceed the total fees actually paid by you to us under the applicable SOW in the 6 months preceding the claim.
• Excluded damages: In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, business interruption, or cost of procurement of substitute services, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.
• Third-party services: We are not liable for failures, outages, or changes in third-party services, APIs, platforms, or hosting providers used in the project, even if we recommended them.
• Data loss: The Client is responsible for maintaining backups of their own data. We are not liable for data loss resulting from Client infrastructure, hosting providers, or the Client's failure to maintain adequate backups.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, or death/personal injury caused by our negligence, or any other liability that cannot be excluded by applicable law.

The Client agrees to indemnify, defend, and hold harmless ContractSQ and its officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Content, data, or materials provided by the Client that infringe on third-party intellectual property rights.
• The Client's use of the delivered software in violation of applicable laws or regulations.
• The Client's failure to comply with data protection laws regarding end-user data processed by the delivered software.
• Any claims by the Client's end users or customers arising from the Client's use or deployment of the delivered software.

Both parties agree to keep confidential any proprietary or non-public information shared during the engagement ("Confidential Information"), including but not limited to business strategies, technical specifications, source code, trade secrets, financial information, and customer data.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice where legally permitted.

Confidentiality obligations survive termination of the engagement for a period of 3 years, or indefinitely for trade secrets.

We are happy to sign a mutual Non-Disclosure Agreement (NDA) before detailed discussions if requested.

Neither party shall be liable for delays or failure to perform due to circumstances beyond their reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or failures of third-party services.

The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected SOW without liability, subject to payment for work already completed.

During the engagement and for 12 months after its conclusion, neither party shall directly solicit or hire employees or contractors of the other party who were involved in the engagement, without prior written consent. This does not restrict either party from hiring individuals who respond to general public job advertisements.

The content on our website (text, images, design, code) is owned by ContractSQ and protected by copyright. You may not reproduce, distribute, or create derivative works from our website content without our written permission.

Our website is provided "as is". We make reasonable efforts to keep it accurate and available, but do not guarantee uninterrupted access or accuracy of all content.

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the GDPR.

Where we process personal data on your behalf as part of a project (i.e., as a data processor), we will enter into a Data Processing Agreement (DPA) as required by GDPR Article 28. The Client remains the data controller and is responsible for ensuring lawful processing of end-user data.

These Terms are governed by the laws of the Republic of Lithuania. Any disputes shall be resolved in the courts of Vilnius, Lithuania.

If you are an EU consumer, you may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

Before initiating legal proceedings, both parties agree to attempt to resolve disputes in good faith through direct communication for a minimum period of 30 days.

• Entire agreement: These Terms and any signed SOW constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full effect.
• No waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it later.
• Assignment: The Client may not assign their rights or obligations under these Terms without our prior written consent. We may assign our rights to an affiliate or successor entity.
• No employment relationship: We are an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

We may update these Terms from time to time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our website after changes constitutes acceptance. Active engagements will continue to be governed by the Terms in effect when the SOW was signed, unless both parties agree in writing to adopt updated Terms.

If you have questions about these Terms: