Summary of the Master Services Agreement governing all Makner projects.
These terms, the signed Statement of Work (SOW) and the Makner Delivery Guarantee Policy v1.0 together form the contract between Makner (“Provider”) and the client. In case of conflict, the interpretation more favourable to the client prevails.
Unless the SOW states otherwise: 30% advance on signing, 30% on demo acceptance, 30% on launch, 10% released at the end of the 30-day warranty period. Invoices are payable within 5 business days; late payment accrues 1.5% monthly or the maximum rate permitted by law, whichever is lower. Work suspends automatically after 7 days of arrears.
Deliverables are limited to the SOW. Out-of-scope changes require a written Change Order billed at $40/hour with corresponding timeline adjustment.
The Makner Promise applies: 20% credit per commenced week of delay (cap 40%), termination right after 4 weeks of delay with refund of undelivered milestones, 30-day free bug-fix warranty, and CEO executive escalation for at-risk projects.
Upon full payment, deliverable IP transfers to the client. Makner retains pre-existing tools, libraries and know-how, licensed to the client perpetually and royalty-free for using the deliverables. Portfolio display applies unless the project is marked confidential in the SOW or the client objects in writing at signing.
Trading deliverables are software tools only. Makner provides no financial advice, manages no funds and guarantees no trading results.
Total liability is capped at fees paid under the SOW. Indirect and consequential damages are excluded. Nothing excludes liability for fraud or wilful misconduct.
Client termination before kickoff: full refund of the advance less documented third-party costs. Client termination mid-project: pro-rata payment for work performed plus 15% of the remaining SOW value. Provider may terminate for payment default or material breach.
This agreement is governed by the UNIDROIT Principles of International Commercial Contracts (2016). Disputes: 30-day negotiation, then online mediation, then remote arbitration in English; fees borne by the unsuccessful party.
