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Home / Terms and Conditions
Professional Engineering Agreement

Terms & Conditions

These terms govern software engineering contracts, milestone deliverables, code ownership, AI integration consulting, and professional freelance engagements with Khubaib Shah.

Last Updated: October 2026 • 100% IP Transfer & Transparent Milestones

Table of Contents

  • 01. Scope & Engagement
  • 02. Estimates & Sprints
  • 03. IP Ownership & Code Transfer
  • 04. Client Responsibilities
  • 05. Third-Party APIs & Hosting
  • 06. Invoicing & Payments
  • 07. Quality Guarantee & Bug Fixes
  • 08. Limitation of Liability
  • 09. Termination & Handover
  • 10. Contact & Legal Notices
01

Scope of Engagement

These Terms and Conditions apply to all direct consulting, custom full-stack software development, database engineering, enterprise SaaS ERP systems, and AI web application troubleshooting performed by Khubaib Shah ("Engineer", "Developer", "I") for clients, founders, or organizations ("Client", "You").

Before commencing development on any non-trivial project, both parties mutually agree on a written scope of work (SOW), sprint timeline, and milestone deliverables documented via contract, email, or digital agreement.

02

Estimates, Sprints & Revisions

Engineering engagements are structured for agility, transparency, and timely delivery:

  • Milestone-Based Fixed Price: For well-defined project scopes, work is partitioned into discrete stages (e.g., Architecture & Database Design, Core Logic Implementation, UI/Frontend Delivery, QA & Deployment). Payment releases correspond to completed milestones.
  • Dedicated Retainer / Hourly Consulting: For codebase troubleshooting, code audits, and ongoing engineering support, hours are tracked and logged with transparent git commit history.
  • Scope Changes: Any material change to feature sets, architecture requirements, or external third-party requirements outside the initial agreed specification will be quoted separately as a change order.
03

Intellectual Property & 100% Code Ownership

You retain complete ownership of your business, product ideas, and proprietary assets.

Full Transfer of Rights Upon Final Payment

Upon settlement of the final invoice for each milestone or completed project, all custom software source code, schema migrations, configuration scripts, and associated assets created specifically for you are 100% transferred and assigned to the Client with zero residual royalties or licensing claims.

  • Open-Source Components: Standard public open-source libraries (e.g., React, Next.js, Tailwind, Prisma) incorporated into the application remain governed by their respective permissive licenses (MIT, Apache 2.0).
  • Pre-existing Utilities: Developer-owned general boilerplates and non-proprietary helper routines remain developer IP, granted to the Client under a perpetual, non-exclusive, irrevocable, royalty-free worldwide license.
04

Client Responsibilities & Assets

To ensure seamless engineering execution and avoid delivery delays, the Client agrees to:

  • Provide necessary repository permissions, database credentials, design files (Figma), and API keys in a timely manner.
  • Designate a primary decision-maker to review staging deployments and approve milestones promptly.
  • Ensure that all content, assets, branding, and proprietary algorithms provided to the Developer do not infringe on third-party copyrights or intellectual property.
05

Third-Party Services, APIs & Hosting Fees

Modern full-stack and AI applications leverage external cloud services. Unless explicitly outlined in the project agreement:

  • Direct Billing: All recurring third-party costs (including OpenAI API usage, Google Cloud/Gemini credits, AWS servers, Supabase databases, Vercel deployments, domain registrations, and Stripe transaction fees) are billed directly to the Client's accounts.
  • Service Availability: The Developer is not liable for disruptions, rate-limiting, or downtime caused by upstream third-party service providers (such as OpenAI API outages or cloud hosting maintenance).
06

Invoicing, Payment Terms & Late Settlements

Professional engineering standards require clear financial agreements:

  • Upfront Commitment: Fixed-scope projects typically commence with an initial deposit (typically 30% to 50%) before sprint initiation.
  • Accepted Payment Methods: Direct bank wire transfers, Stripe payment links, Wise, or international remittance services.
  • Invoice Due Dates: Milestone invoices are payable within seven (7) business days of issuance unless otherwise stipulated.
  • Work Pauses: Work on subsequent sprints or final production release may be temporarily paused if milestone invoices remain overdue beyond agreed credit terms.
07

Quality Assurance & Bug-Fix Guarantee

Every piece of code is developed using modern design patterns, strict TypeScript typing, modular architecture, and industry standards.

Complimentary 14-Day Post-Launch Bug-Fix Period

I provide a complimentary 14-day warranty window following final production deployment. Any reproducible defects, broken workflows, or regressions falling within the agreed project specifications will be fixed promptly at no extra charge.

This guarantee does not cover defects introduced by subsequent third-party modifications, altered server environments, or newly requested features outside the original scope.

08

Limitation of Liability

To the maximum extent permitted by applicable law:

  • The Developer shall not be liable for indirect, incidental, punitive, or consequential damages (including loss of business profits, data corruption, or operational downtime) arising from the use or inability to use the delivered software.
  • The Developer’s total cumulative liability under any claim arising out of or related to an engagement shall not exceed the total fees paid by the Client to the Developer for the specific project or milestone under dispute.
09

Termination & Clean Handover

Either party may terminate an engagement with written notice (email or formal communication):

  • Upon termination, the Client shall pay for all completed milestones and approved hours incurred up to the date of cancellation.
  • Upon settlement of outstanding balances, the Developer will provide a clean repository handover, technical documentation, and deployment guides.
10

Contract Inquiries & Notices

For contract clarifications, custom statement of work (SOW) requests, or legal notices, please reach out directly:

Khubaib Shah

Senior Software Engineer & Consultant

syedkhubaibshah@icloud.com

+92 314 9784156

Discuss Contract

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