Last updated: 08-29-2026
These Terms and Conditions ("Terms") govern your use of the ShahLogic website and all software development, design, consulting, and related services ("Services") provided by ShahLogic ("ShahLogic," "we," "us," or "our"), a company registered in the United States. By accessing this website, requesting a quote, or engaging ShahLogic for Services, you ("Client," "you") agree to these Terms.
1. Definitions "Project" means the specific scope of work described in a signed proposal, statement of work, or quotation. "Deliverables" means the software, source code, designs, documentation, and other materials produced by ShahLogic for the Project. "Client Materials" means content, data, credentials, branding, and other materials you provide to us.
2. Scope of Services ShahLogic will provide the Services described in the applicable proposal or statement of work. Any work not expressly described in that document is outside the agreed scope. These Terms apply alongside each signed proposal; where a signed proposal conflicts with these Terms, the signed proposal governs for that Project.
3. Quotations and Estimates Quotations are based on the requirements available at the time of issue and remain valid for 30 days unless stated otherwise. Estimates for time and cost are made in good faith. Where requirements change, are incomplete, or are materially different from those described, revised pricing and timelines will be provided in writing for your approval before further work proceeds.
4. Change Requests Requests to add, remove, or modify functionality after the scope is approved will be assessed and quoted in writing. No change is implemented until you approve the associated cost and schedule impact in writing. Minor clarifications that do not affect effort are absorbed at no charge.
5. Client Responsibilities You agree to provide, in a timely manner: accurate requirements, content, assets, access credentials, third-party accounts, and feedback; a designated point of contact authorized to make decisions and approve deliverables; and review of submitted work within the response window stated in the proposal. Delays caused by outstanding Client dependencies may extend the timeline and, where they cause resources to be held idle, may result in additional charges as set out in the proposal.
6. Fees and Payment Fees, payment schedule, and currency are set out in the applicable proposal. Unless stated otherwise: an initial deposit is payable before work begins; milestone payments are invoiced as each milestone is completed; and invoices are due within 15 days of the invoice date. Recurring retainers are invoiced monthly in advance. Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law. ShahLogic may suspend work and withhold deliverables on accounts more than 15 days overdue, after written notice. All fees are exclusive of applicable taxes, which are your responsibility.
7. Third-Party Costs Third-party costs — including hosting, domains, cloud usage, software licenses, app store fees, API subscriptions, stock assets, and payment processor fees — are not included in our fees unless expressly stated, and are your responsibility. Where we procure these on your behalf, they will be invoiced at cost plus any stated administration fee.
8. Intellectual Property Upon receipt of full payment for a Project, ShahLogic assigns to you all right, title, and interest in the Deliverables created specifically for that Project, including source code and design files. ShahLogic retains ownership of its pre-existing materials, internal tools, libraries, frameworks, and general know-how, and grants you a perpetual, non-exclusive, royalty-free license to use those materials solely as incorporated into the Deliverables. Open-source and third-party components remain governed by their own licenses. You retain all rights in Client Materials and grant us a license to use them for the duration of the Project.
9. Portfolio Rights Unless you notify us otherwise in writing, ShahLogic may reference your name, logo, and a general description of the work in our portfolio, case studies, and marketing materials. We will not disclose confidential technical details, source code, or business data. You may withdraw this permission at any time by written request.
10. Confidentiality Each party agrees to keep the other's confidential information in confidence and to use it only for purposes of the Project. This obligation survives termination and continues for three years, or indefinitely for trade secrets. It does not apply to information that is public, independently developed, or lawfully obtained from a third party. Where a separate NDA is signed, that NDA governs.
11. Warranties ShahLogic warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards, and that Deliverables will substantially conform to the approved specification. We will correct defects reported within 30 days of delivery at no charge. This warranty does not cover issues caused by modifications made by you or third parties, misuse, changes in third-party services or platforms, hosting environment failures, or requirements not included in the approved scope. Except as expressly stated, the Services and Deliverables are provided "as is" and ShahLogic disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
12. Third-Party Services and Platforms Deliverables may rely on third-party services, APIs, libraries, hosting providers, and app store platforms. ShahLogic does not control these and is not responsible for their availability, pricing changes, policy changes, deprecation, downtime, security incidents, or approval decisions, including app store rejections. Where a third party changes or discontinues a service, remediation work will be quoted separately.
13. Limitation of Liability To the maximum extent permitted by law, ShahLogic's total aggregate liability arising out of or relating to the Services, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by you to ShahLogic for the Project giving rise to the claim in the twelve months preceding the claim. ShahLogic shall not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Nothing in these Terms limits liability that cannot be limited under applicable law.
14. Indemnification You agree to indemnify and hold harmless ShahLogic against claims, damages, and reasonable costs arising from Client Materials, from your use of the Deliverables in a manner not contemplated by the Project, or from your breach of these Terms or of applicable law.
15. Data Protection and Security ShahLogic will apply reasonable technical and organizational measures to protect Client data in our possession. Where we process personal data on your behalf, we do so on your documented instructions and in accordance with our Privacy Policy and any applicable data processing agreement. You are responsible for ensuring you have a lawful basis to provide us with any personal data, and for compliance obligations that apply to your own business and industry.
16. Acceptable Use You may not engage ShahLogic to build, and we will not build, software intended for unlawful purposes, fraud, unauthorized access to systems, malicious code, spam infrastructure, or infringement of third-party rights. We reserve the right to decline or terminate any engagement on these grounds.
17. Project Suspension, Termination, and Cancellation Either party may terminate a Project with 14 days' written notice. On termination, you will pay for all work completed and all non-cancellable commitments incurred up to the termination date. Deposits are non-refundable to the extent work has been performed or resources reserved. Where a Project is placed on hold by you for more than 30 consecutive days, it may be treated as terminated and re-engagement may require rescheduling and revised pricing. Either party may terminate immediately for material breach not cured within 14 days of written notice.
18. Refunds Because Services are custom professional work delivered progressively, fees for work already performed are non-refundable. Where a milestone has been paid for but not delivered, and ShahLogic is unable to deliver it, that portion will be refunded. Disputes should be raised in writing within 15 days of the relevant invoice.
19. Support and Maintenance Ongoing support and maintenance are not included in Project fees unless expressly stated, and are available under a separate ShahCare plan or hourly agreement. Response times are as set out in the applicable plan.
20. Force Majeure Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, labor disruption, epidemic, government action, internet or utility failure, or third-party platform outage.
21. Independent Contractor ShahLogic performs Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
22. Non-Solicitation During the engagement and for twelve months after, neither party will directly solicit for employment any personnel of the other who were materially involved in the Project, without prior written consent. General public job advertising is not a breach of this clause.
23. Website Use The content of this website is provided for general information. While we aim for accuracy, we make no warranty that content is complete or current. Website content, branding, and design are the property of ShahLogic and may not be reproduced without permission.
24. Governing Law and Disputes These Terms are governed by the laws of the State of Maryland, United States, without regard to its conflict of law rules. The parties will attempt in good faith to resolve any dispute through direct negotiation before commencing proceedings. Any dispute not resolved will be subject to the exclusive jurisdiction of the state and federal courts located in Calvert County, Maryland.
25. Entire Agreement and Severability These Terms, together with the applicable signed proposal and any NDA, constitute the entire agreement between the parties and supersede prior discussions. If any provision is found unenforceable, the remainder stays in full effect. Failure to enforce a provision is not a waiver of it.
26. Changes to These Terms ShahLogic may update these Terms from time to time. The version in effect at the date of a signed proposal governs that Project. Continued use of the website constitutes acceptance of the current Terms.