Terms of engagement

Each engagement begins with a written scope describing what we will do, what we will not do, what we need from you, the rate, and the expected duration. The scope is the agreement. Verbal commitments do not bind either party.

Scope changes happen. When they do, we put them in writing — usually a short addendum — before the changed work begins. Small adjustments inside the spirit of the original scope are absorbed without a change order; larger ones are not.

We invoice monthly, net thirty. Engagements may be fixed-fee, time-and-materials, or retainer; the scope says which. Expenses are pre-approved and billed at cost. Late invoices accrue interest at the lower of one and one-half percent per month or the maximum permitted by law.

Information we receive in the course of an engagement is confidential, and we treat it that way. We will sign your NDA if you have one; otherwise the confidentiality clause in our scope applies. Confidentiality survives the engagement.

On full payment, you own the work product we deliver under the scope. We retain ownership of our pre-existing tools, libraries, and methods, and grant you a non-exclusive licence to use them as part of the deliverable. We will not name or quote you without written permission.

We warrant that the work will be performed with reasonable skill and care by qualified people. We do not warrant that any software is free of defects or fit for a purpose other than what is described in the scope. To the extent permitted by law, our aggregate liability under any engagement is limited to the fees paid for that engagement in the preceding three months.

Either party may terminate an engagement on fourteen days' written notice. On termination, we invoice for work completed and any non-cancellable commitments made on your behalf, and we hand over work product, documentation, and credentials in a usable form.

These terms are governed by the laws of the State of California. Disputes are first brought to a thirty-day informal resolution between principals; unresolved disputes are heard in the state or federal courts located in Los Angeles County.