Terms of Service

These Terms of Service ("Agreement") govern the legal relationship between MAADS Ltd, a company incorporated and acting under the Companies Law, Cap 113 of the Republic of Cyprus, with registration number HE 477373 and registered office at Andrea Zakou 2, 2nd Floor, Office 202, 2404 Engomi, Nicosia, Cyprus ("Welldone", "we", "us", or "our") and any individual or legal entity ("Client", "you", or "your") that engages Welldone for development, design, or related services.

By engaging Welldone through any means — including signing a Statement of Work, submitting a project brief, making a payment, or otherwise requesting Services — you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not engage our Services.

This Agreement is supplemented by individual Statements of Work ("SOW"), proposals, or subscription agreements, which together constitute the entire agreement between the parties. In the event of a conflict, the specific SOW takes precedence over this Agreement.

For the purposes of this Agreement, the following definitions apply:

"Services" means all web development, mobile application development (iOS and/or Android), UI/UX design, full-stack software development, consulting, and any related deliverables provided by Welldone.

"Deliverables" means all software, code, designs, documentation, and other work product specifically created for the Client pursuant to a Statement of Work.

"Statement of Work" (SOW) means a written document agreed upon by both parties that sets out the specific scope, timeline, fees, and technical requirements for a project.

"Story Point" means a unit of measurement used in agile software development to estimate the relative effort or complexity of a task or feature.

"Subscription Plan" means a recurring monthly arrangement under which the Client pays a fixed fee in exchange for a defined allocation of Story Points per billing cycle.

"Background IP" means intellectual property owned or licensed by Welldone prior to, or independently of, the performance of Services, including proprietary frameworks, libraries, tools, and methodologies.

"Confidential Information" means any non-public information disclosed by one party to the other, whether in written, oral, electronic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

3.1 Service Types

Welldone offers the following categories of Services:

• Web development, including front-end, back-end, and full-stack web applications;
• Mobile application development for iOS and/or Android platforms;
• UI/UX design, prototyping, and design systems;
• Technical consulting and architecture advisory;
• Ongoing maintenance, support, and iteration under a Subscription Plan;
• Analysis and audit of the client's project technical and marketing performance.

3.2 Statement of Work

All Services are performed pursuant to a mutually agreed SOW. Each SOW will specify: the scope and description of work; estimated timeline and milestones; fee structure (fixed-price, time-and-materials, or Subscription Plan); acceptance criteria; and any other relevant terms. Welldone will not begin work until an SOW is executed by both parties.

3.3 Acceptance of Deliverables

Upon completion of a milestone or final delivery, the Client shall have seven (7) calendar days to review and either accept the Deliverables or provide written notice of material defects with sufficient detail. Failure to respond within this period constitutes acceptance.

A "material defect" means a reproducible and documented deviation from the specifications expressly agreed in the applicable SOW. Cosmetic preferences, feature enhancements, and requests for functionality not described in the SOW do not constitute material defects.

Welldone will address documented material defects that represent a failure to meet the SOW specifications at no additional charge. Change requests or scope additions are not defects and will be quoted separately.

If the Client rejects Deliverables on the same grounds after two (2) correction cycles, either party may escalate the matter in accordance with Section 12 (Dispute Resolution). Pending resolution, Welldone's obligation to perform further corrections on the disputed items is suspended and such suspension shall not constitute a breach of this Agreement.

4.1 Fixed-Price and One-Time Projects

For one-time or project-based engagements, the payment schedule will be defined in the SOW. Unless otherwise agreed, the following default schedule applies:

• Fifty percent (50%) of the total project fee is due as a non-refundable deposit upon execution of the SOW;
• The remaining fifty percent (50%) is due upon final acceptance of the Deliverables (or upon deemed acceptance under Section 3.3).

Welldone reserves the right to suspend or withhold Services if any payment is overdue by more than seven (7) calendar days after the due date.

The Clarity Sprint is paid as a 100% upfront deposit and is non-refundable.

4.2 Subscription Plans (Story-Point Retainers)

Under a Subscription Plan, the Client pays a fixed monthly fee in exchange for a defined number of Story Points per billing cycle. The following terms apply:

• The monthly fee and Story Point allocation are specified in the applicable SOW or subscription agreement.
• The subscription plan can be changed at any time, but no later than 5 days before the start of the next billing period.
• Payment is due in advance on the first day of each billing cycle. Services for the upcoming cycle will commence upon receipt of payment. If payment for the upcoming billing cycle is not received within seven (7) calendar days of the due date, Welldone reserves the right to suspend all Services under the Subscription Plan until payment is received in full. Such suspension shall not constitute a breach of this Agreement by Welldone, and the Client shall remain liable for the full monthly fee for any billing cycle that has commenced.
• Story Points allocated in a billing cycle that are not consumed do not roll over to the following cycle and are forfeited, unless explicitly agreed otherwise in writing.
• Story Point estimates are made in good faith. Actual effort may vary; however, Welldone will not exceed the allocated Story Points without prior written Client approval.
• Additional Story Points beyond the monthly allocation may be purchased at the per-Story-Point rate defined in the SOW.
• Either party may terminate a Subscription Plan with thirty (30) days' prior written notice. Pre-paid fees for any commenced billing cycle are non-refundable.

4.3 Invoicing and Late Payment

Invoices are payable within seven (7) calendar days of issuance unless otherwise specified in the SOW. Overdue amounts accrue interest at 0.1% per day from the due date until the date of actual payment. The Client is responsible for all bank transfer fees, currency conversion charges, and any applicable taxes arising from payments.

The Client shall reimburse Welldone for all reasonable costs and expenses incurred in collecting overdue amounts, including but not limited to legal fees, court costs, and collection agency charges.

4.4 Currencies and Payment Methods

Unless otherwise specified in the SOW, all fees are quoted and payable in EUR or USD. Accepted payment methods include bank wire transfer, cryptocurrency and any other methods explicitly agreed in writing. Welldone is not responsible for foreign exchange losses incurred by the Client.

5.1 Assignment of Deliverables

Upon receipt of full and final payment for the applicable SOW, Welldone hereby assigns to the Client all right, title, and interest in and to the Deliverables specifically created for the Client under that SOW, including all associated copyrights, to the extent permitted by applicable law. This assignment does not include any Background IP.

5.2 Retention of Background IP

Welldone retains all ownership rights in and to its Background IP, including but not limited to proprietary frameworks, boilerplate code, libraries, development tools, methodologies, and know-how. To the extent that any Deliverable incorporates Background IP, Welldone grants the Client a non-exclusive, non-transferable, royalty-free, perpetual licence to use such Background IP solely as incorporated in the Deliverable and for the Client's internal business purposes.

5.3 Open-Source Components

Deliverables may incorporate open-source software components. Such components are subject to their respective open-source licences, which may impose obligations on the Client.

Welldone will use commercially reasonable efforts to disclose the use of any material open-source components with copyleft or restrictive licences (such as GPL, AGPL, or SSPL) in the applicable SOW or upon request. The Client acknowledges that modern software development inherently relies on open-source dependencies, including transitive dependencies managed by package managers, and that Welldone does not warrant that every such transitive dependency will be individually identified or disclosed. The Client is responsible for conducting its own licence compliance review of the final Deliverables if required by its internal policies or regulatory obligations.

5.4 Portfolio and Case Studies

Welldone reserves the right to reference the Client's name and describe the general nature of the Services performed (e.g., "built a mobile app for a fintech client") in Welldone's portfolio, proposals, and marketing materials, unless the Client expressly requests otherwise in writing. Welldone will not publish detailed technical specifications, proprietary data, or the Client's Confidential Information without prior written consent.

5.5 Client Materials

The Client represents and warrants that it owns or has the necessary rights to all materials, content, data, and assets it provides to Welldone ("Client Materials"), and that such materials do not infringe the intellectual property rights of any third party. The Client grants Welldone a limited licence to use Client Materials solely for the purpose of performing the Services.

The Client shall indemnify, defend, and hold harmless Welldone, its officers, directors, employees, and contractors from and against any and all claims, damages, losses, liabilities, and reasonable expenses (including legal fees) arising out of or relating to any allegation that Client Materials infringe or misappropriate the intellectual property rights or other rights of any third party.

6.1 Mutual Confidentiality

Each party ("Receiving Party") agrees to keep strictly confidential all Confidential Information received from the other party ("Disclosing Party") and to use it solely for the purposes of performing or receiving the Services under this Agreement. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

6.2 Exceptions

The obligations of confidentiality do not apply to information that:

• is or becomes publicly available through no fault of the Receiving Party;
• was already known to the Receiving Party prior to disclosure;
• is independently developed by the Receiving Party without use of the Confidential Information;
• is rightfully received from a third party without restriction; or
• is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party (where legally permitted) and cooperates in seeking a protective order.

6.3 Duration

Confidentiality obligations survive the termination or expiry of this Agreement for a period of three (3) years. Notwithstanding the foregoing, obligations relating to trade secrets shall survive indefinitely.

For the avoidance of doubt, Welldone's pricing models, rate cards, internal cost structures, proprietary development methodologies, and team composition details shall be deemed trade secrets for the purposes of this Section and shall be subject to the indefinite confidentiality obligation regardless of the three (3) year limitation.

6.4 Employees and Subcontractors

Each party shall ensure that its employees, contractors, and subcontractors who have access to the other party's Confidential Information are bound by obligations of confidentiality no less protective than those set out in this Agreement.

8.1 Welldone Warranties

Welldone warrants that: (a) it has the legal right and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed in a professional and workmanlike manner by qualified personnel; and (c) the Deliverables, as delivered, will materially conform to the specifications agreed in the SOW.

8.2 Warranty Period

Welldone provides a thirty (30) day warranty from the date of final acceptance of Deliverables. During this period, Welldone will, at no additional cost, correct material defects (as defined in Section 3.3) that prevent the Deliverables from functioning as specified in the SOW.

All warranty claims must be submitted in writing with sufficient detail to reproduce the reported defect, including steps to reproduce, expected behaviour, and actual behaviour observed. Claims that do not include reproduction steps may be returned to the Client for clarification and the warranty period shall be tolled during such clarification.

This warranty does not cover issues arising from: modifications made by the Client or third parties; use of the Deliverables other than as intended; third-party software failures; or force majeure events.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WELLDONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WELLDONE DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WELLDONE'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO WELLDONE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL WELLDONE BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS; (C) COST OF SUBSTITUTE GOODS OR SERVICES; OR (D) BUSINESS INTERRUPTION, EVEN IF WELLDONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.1 Term

This Agreement commences on the date it is accepted by the Client (or the date of first engagement, whichever is earlier) and continues until terminated in accordance with this section.

10.2 Termination for Convenience

Either party may terminate a fixed-price project SOW for convenience by giving fourteen (14) days' prior written notice. In such case, the Client shall pay for all Services rendered and work-in-progress up to the date of termination, plus any non-cancellable third-party costs incurred by Welldone. Deposits are non-refundable.

In addition, if the Client terminates a fixed-price SOW for convenience after Welldone has commenced performance, the Client shall pay a termination fee equal to fifteen percent (15%) of the remaining unperformed portion of the SOW fee, to compensate Welldone for resource reallocation and opportunity costs. This termination fee shall not apply if Welldone terminates the SOW for convenience.

For Subscription Plans, the notice period and refund terms are as set out in Section 4.2.

10.3 Termination for Cause

For the avoidance of doubt, where a breach relates to non-payment, the fifteen (15) day cure period under this Section 10.3 shall run concurrently with (and not in addition to) any grace period or late payment provisions under Section 4.3. Welldone's right to suspend Services under Sections 4.1 and 4.2 may be exercised independently of and without prejudice to its right to terminate under this Section.

10.4 Effect of Termination

Upon termination: (a) all licences granted under this Agreement terminate, except for licences to Deliverables for which full payment has been received; (b) each party shall promptly return or destroy the other party's Confidential Information; (c) all outstanding invoices become immediately due and payable; and (d) the following provisions survive termination: Sections 5 (Intellectual Property), 6 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10.4 (Effect of Termination), 11.1 Non-Solicitation of Personnel, and 13 (Governing Law).

The Client acknowledges that the timely and successful delivery of Services depends on the Client's active co-operation. The Client agrees to:

• Provide complete, accurate, and timely instructions, feedback, approvals, and access to systems, accounts, or resources required by Welldone;
• Designate a single point of contact authorised to make decisions on behalf of the Client within the timeframes requested;
• Review and respond to Welldone's requests for feedback within the timeframe specified in the SOW (or within three (3) business days if no timeframe is specified);
• Ensure that all Client Materials provided are accurate, lawful, and do not infringe third-party rights;
• Make all payments in accordance with Section 4.

Welldone shall not be liable for delays caused by the Client's failure to fulfil its obligations under this section, and any such delays may result in revised timelines and additional charges as agreed in writing.

If any delay attributable to the Client exceeds fifteen (15) business days in aggregate, Welldone may, upon written notice: (a) revise the project timeline accordingly; and (b) if the delay materially increases Welldone's costs (including but not limited to team idle time, re-onboarding, and rate changes), adjust the fees to reflect such increased costs. The revised timeline and fees shall be documented in a written amendment or change order.

If a disagreement arises as to whether a particular task or feature falls within the scope of the applicable SOW, Welldone may defer performance of the disputed task pending resolution through good-faith discussion or, if necessary, through the dispute resolution process set out in Section 12. Such deferral shall not constitute a breach of this Agreement, and the project timeline shall be adjusted accordingly.

11.1 Non-Solicitation of Personnel

During the term of any active SOW and for a period of twelve (12) months following the completion or termination of such SOW (the "Non-Solicitation Period"), the Client shall not, directly or indirectly, solicit, recruit, hire, or engage (whether as an employee, independent contractor, or otherwise) any person who is or was an employee or contractor of Welldone and who was involved in performing Services for the Client under any SOW, without Welldone's prior written consent.

This restriction does not apply to: (a) general public job advertisements not specifically targeted at Welldone personnel; or (b) individuals who have ceased their engagement with Welldone for at least six (6) months prior to the Client's approach.

In the event of a breach of this Section, the Client shall pay Welldone, as liquidated damages and not as a penalty, a placement fee equal to six (6) months of the relevant individual's gross compensation at the rate most recently paid by Welldone, which the parties agree represents a reasonable pre-estimate of Welldone's loss. This remedy is without prejudice to any other rights or remedies available to Welldone at law or in equity.

12.1 Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute"), the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of each party within thirty (30) days of one party notifying the other of the Dispute.

12.2 Escalation

If the Dispute is not resolved through negotiation within thirty (30) days (or such longer period as the parties may agree in writing), either party may refer the matter to mediation in accordance with the rules of the Hong Kong Special Administrative Region or another mutually agreed mediation body.

12.3 Litigation

If the Dispute is not resolved through mediation within a further thirty (30) days, either party may pursue its rights through litigation as set out in Section 13.

14.1 Amendments

Welldone reserves the right to update this Agreement by publishing a revised version with an updated effective date. Material changes will be notified to active Clients in writing at least fourteen (14) days before taking effect. The Client's continued use of the Services after the effective date constitutes acceptance of the revised terms.

14.2 Assignment

The Client may not assign, transfer, or sub-license any rights or obligations under this Agreement without Welldone's prior written consent. Welldone may assign this Agreement or any SOW to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

14.3 Force Majeure

Neither party shall be liable for any delay or failure in performance caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, or internet outages. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

14.4 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

14.5 No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision at any time.

14.6 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.7 Entire Agreement

This Agreement, together with all applicable SOWs and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written.

14.8 Notices

All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the applicable Statement of Work or as updated by written notice. A notice shall be deemed received at the time of sending, provided that the sender has not received an automated non-delivery notification.

Notices to Welldone shall be sent to: info@welldone.tech. Notices to the Client shall be sent to the email address specified in the Statement of Work.

14.9 Electronic Execution

The parties agree that this Agreement and any SOW may be executed electronically and that electronic signatures shall have the same legal effect as original handwritten signatures.