Terms of Engagement

1. Scope of work

Projects are defined by an agreed scope set out in a proposal, quotation, statement of work or contract. That document is the reference point for what is included in the engagement.

Work not described in the agreed scope is outside the engagement. This is not a technicality — it is what allows us to give a meaningful estimate and a realistic timeline. Where something desirable falls outside scope, we will say so and treat it as a change request under section 5 rather than absorb it silently and let the schedule slip.

2. Discovery and requirements

Requirements are rarely complete at the start of a project, and they may be refined during discovery. Discovery exists to replace assumptions with facts: what the software must do, who uses it, what systems it must work with, and what constraints apply.

Where an engagement begins with a discovery phase, its output — a requirements summary, technical approach, and estimate — becomes the basis for the build. If discovery shows that the original plan is unsound, we will say so and set out the alternatives, including the option of not proceeding. Estimates given before discovery are indicative, and we will identify them as such.

3. Deliverables

Deliverables are defined in the applicable project agreement, and may include working software, source code, technical documentation, designs, configuration, deployment artefacts or training, depending on what has been agreed.

Anything not listed as a deliverable is not part of the engagement. Where a deliverable depends on something outside our control — a third-party service, a platform approval, or access to a client system — that dependency will be identified in the project agreement.

4. Client responsibilities

Delivery on time depends on both parties. Clients are responsible for providing, in a reasonable timeframe:

• Information — the business context, requirements, rules and existing documentation we need to build the right thing.
• Access — accounts, credentials, environments, systems, repositories and third-party services necessary to carry out the work.
• Approvals and decisions — timely decisions from someone empowered to make them, and a single point of contact where possible.
• Content — text, images, data, brand assets and other material the client is supplying, in a usable format and cleared for use.
• Feedback — review of work delivered for review, within any period stated in the project agreement.

Where a project is delayed because required input, access or approval is outstanding, timelines may be adjusted accordingly and any resulting cost impact will be discussed before it is incurred. Clients confirm they have the rights necessary for any content, data or third-party material they supply to us for use in the project.

5. Change requests

Changes outside the agreed scope may affect cost and timeline, and may require written approval before they are carried out.

The process is deliberately simple: the change is described, we assess its impact on cost, schedule and any dependent work, and the client decides whether to proceed. Approved changes are documented as a variation to the project agreement. We will not proceed with chargeable out-of-scope work on the assumption that it is wanted.

6. Intellectual property

Ownership and licensing of intellectual property created in an engagement are governed by the applicable commercial agreement. Different projects are structured differently, and the terms are agreed in writing rather than assumed.

Where the project agreement provides for a transfer or assignment of rights in project-specific deliverables to the client, that transfer takes effect on full payment of the fees due, unless the agreement states otherwise.

CLEVERLANDS retains ownership of its pre-existing intellectual property, including tools, libraries, frameworks, internal components, know-how and general methods, whether created before the engagement or developed independently of it. Where such material is incorporated into a deliverable, the client receives a non-exclusive, perpetual, royalty-free licence to use it as part of that deliverable for the purpose it was built. Nothing in an engagement prevents CLEVERLANDS from using general skills, experience and knowledge gained while performing it.

Third-party and open-source components remain the property of their respective owners and are supplied subject to their own licences (section 7).

7. Third-party services

Projects commonly rely on third-party APIs, hosting providers, payment processors, authentication services, software licences, app stores and open-source components. These are subject to separate terms and may carry separate costs.

Unless the project agreement says otherwise, third-party subscriptions, licences, hosting, domains and usage-based fees are the client’s responsibility and are billed directly to the client by the relevant provider. We will identify the third-party dependencies a project requires, and their expected cost basis, before they are committed to.

Third-party services are outside our control. Where a provider changes its terms, pricing, interfaces or availability, or withdraws a service, we will advise on the impact and options, but we are not responsible for the consequences of a third party’s own actions. Approval of an application by an app store is likewise a decision of the store, not of CLEVERLANDS, and cannot be guaranteed.

8. Confidentiality

Confidential information disclosed in an engagement is protected according to the applicable agreement. In the absence of a separate non-disclosure agreement, each party agrees to keep the other’s confidential information in confidence, to use it only for the purpose of the engagement, to protect it with at least reasonable care, and to disclose it only to those who need it for the engagement and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no breach of this section, was already lawfully known to the receiving party, is independently developed without reference to the disclosed information, or must be disclosed by law — in which case the disclosing party will be notified where it is lawful and practical to do so.

Unless the client agrees otherwise in writing, we will not identify the client publicly or describe the work in marketing material.

9. Data protection

Where an engagement involves CLEVERLANDS processing personal data on the client’s behalf, the client is the controller and CLEVERLANDS acts as a processor, processing that data only on the client’s documented instructions and for the purposes of the engagement.

Where applicable data protection law requires it, the parties will enter into a data processing agreement setting out the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, and the technical and organisational measures applied. Clients are responsible for ensuring they have a lawful basis for the data they ask us to process, and for the accuracy and lawfulness of test or production data they provide. We ask clients not to supply live personal data for development or testing where de-identified or synthetic data would serve.

Our general privacy practices are described in our Privacy Policy.

10. Fees and payment

Fees, payment schedules, deposits, milestones, currency and rates are determined by the applicable proposal, quotation or contract. Where work is charged on a time basis, the applicable rate and any estimate of hours will be stated in that document.

Unless the project agreement states otherwise: invoices are payable within the period stated on the invoice; a deposit or initial milestone payment may be required before work begins; fees are exclusive of taxes, duties and third-party costs, which are payable by the client where applicable; and bank transfer or payment processing charges are borne by the client.

We may suspend work on an engagement where an undisputed invoice remains unpaid after written notice and a reasonable opportunity to remedy. Where an invoice is disputed, the client should raise the dispute in writing promptly and pay the undisputed portion while the matter is resolved.

11. Delivery and acceptance

Deliverables may be subject to review and acceptance procedures defined in the project agreement, including a review period and a defined process for reporting defects.

Where an acceptance procedure applies, the client reviews the deliverable within the agreed period and either accepts it or provides a written list of items that do not meet the agreed requirements. We correct items that are genuine deviations from the agreed scope. Items that are new requirements rather than defects are handled as change requests under section 5. Where the review period passes without written comment, or where a deliverable is put into production use, it is treated as accepted.

12. Support and maintenance

Post-launch support is provided only where it is included in the applicable agreement. Delivery of a project does not by itself create an ongoing support, hosting, monitoring or maintenance obligation.

Where support and maintenance are agreed, the agreement will state what is covered, the response expectations, the hours of cover and the fee basis. Support arrangements are typically established as a separate ongoing agreement, and can include updates, dependency and security patching, monitoring, backup verification and incident response.

Where a project agreement includes a defect-correction period after acceptance, we will correct reproducible defects in the delivered work at no additional charge during that period. That period does not cover new features, changes in requirements, third-party service changes, or problems caused by modifications made by others.

13. Warranties

We warrant that services will be performed with reasonable skill and care, in a professional manner, and by people competent to perform them.

We do not warrant that software will be free of all defects, that it will meet requirements that were never agreed, that it will be uninterrupted, or that it will remain compatible indefinitely with third-party platforms and services that change independently of us. Except as expressly stated in the applicable agreement, and to the fullest extent permitted by law, all other warranties, conditions and terms — whether express, implied or statutory — are excluded.

14. Suspension and termination

Projects may be suspended or terminated in accordance with the applicable agreement. In the absence of specific provisions, either party may terminate an engagement by written notice where the other party commits a material breach and fails to remedy it within a reasonable period after being notified, or becomes insolvent or unable to pay its debts as they fall due.

On termination or suspension for any reason, the client remains liable for fees for work properly performed and for third-party costs and non-cancellable commitments incurred up to that point. We will, on request and once outstanding sums are settled, hand over completed work in the state it has reached, together with credentials and access we hold on the client’s behalf, and will delete or return confidential information as the agreement provides.

15. Limitation of liability

To the fullest extent permitted by applicable law, and except in respect of liability that cannot lawfully be limited, neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising.

To the fullest extent permitted by applicable law, CLEVERLANDS LLC’s total aggregate liability arising out of or in connection with an engagement — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the total fees paid by the client to CLEVERLANDS under that engagement in the twelve months preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that applicable law does not permit to be excluded or limited. Clients are responsible for maintaining their own backups of business-critical data, and for their own business decisions taken on the basis of software or advice we provide.

16. Governing law

These Terms of Engagement, and any engagement to which they apply, are governed by the laws of the State of New Mexico, United States, without regard to its conflict of laws principles, unless a signed agreement between the parties specifies a different governing law.

Subject to any dispute resolution provision in the applicable agreement, the state and federal courts located in the State of New Mexico have exclusive jurisdiction over any dispute arising out of or in connection with an engagement. Before commencing proceedings, the parties agree to attempt in good faith to resolve the dispute by discussion between senior representatives, and either party may seek urgent injunctive relief to protect intellectual property or confidential information at any time.

CLEVERLANDS LLC is a limited liability company organized under the laws of the State of New Mexico, United States (New Mexico Secretary of State file no. 3289854), formed on 25 August 2026 under the New Mexico Limited Liability Company Act, NMSA 1978, Chapter 53, Article 19.

17. How to contact us

To discuss an engagement, or for questions about these terms:

Project-specific contracts, proposals and statements of work may contain additional or different terms, and those documents take precedence over this page. Related pages: Terms & Conditions, Privacy Policy, Services.