1. Who and what
“I” means MD Morsalin, a sole trader based in Dhaka, Bangladesh ([email protected]). “You” means the business I work for. Work booked through this site is with me personally, not with any company I’m involved in.
I work with businesses only. By accepting a proposal you confirm you’re acting for a business, not as a consumer.
If documents disagree, this order applies: first the proposal or change request you approved, then these terms (with the service levels and the Data Processing Agreement, which are part of them), then the descriptions on this website.
2. Proposals and starting work
- A proposal is valid for 14 days unless it says otherwise.
- You accept it by approving it in the client portal, or in writing by email. The portal records the date and the version of these terms you accepted.
- Work starts when the first payment arrives, and dates in the proposal count from then.
3. Scope and changes
- Projects have a written scope and a fixed price. The price doesn’t change unless you ask for more.
- Anything outside the scope becomes a change request with its own price and dates, which you approve before I start it.
- Revision rounds are as stated in the proposal or on the service page.
4. Your part
- Give me the access, information, content and decisions the work needs, when it needs them. Delays on your side move the dates by at least as much.
- Accounts, domains, hosting and third-party services are in your name, and you pay their fees.
- You confirm you have the right to let me work on the systems and data you give me access to, and that the material you provide doesn’t infringe anyone’s rights.
- Unless a plan includes backups, keep your own backups before I change anything in production.
5. Fees and payment
- I invoice through the client portal. Invoices are paid by bank transfer, in US dollars or in another currency we agree. A converted invoice shows the rate used, and that amount is final.
- Unless the proposal says otherwise: under $1,000 is paid upfront; $1,000 to $3,000 is 50% to start and 50% before final handover; larger builds are paid in monthly milestones at the start of each month. Plans are paid monthly in advance, by the 1st. Hours blocks are paid as their service page says.
- Invoices are due on the date shown, usually 7 days after they’re issued. The full invoiced amount must reach me: you pay your own bank’s charges and any intermediary charges.
- Prices don’t include taxes. Where your country requires you to account for VAT, GST or a similar tax yourself (a reverse charge), you do that. If the law requires you to withhold tax from a payment, tell me before you pay, so we can agree how to handle it.
- If a payment is late, I may pause the work until it arrives, and I don’t hand over work that isn’t paid for. Plans pause if payment hasn’t arrived by the 5th.
- Founding prices, entry offers and referral credit work as described on the pricing page when you accept the proposal.
6. Refunds
- If an assessment or review report doesn’t give you a prioritized fix list with effort estimates, I refund it.
- Paid plan months aren’t refunded. Unused or expired hours in an Hours Block aren’t refunded.
- If a project ends early, you pay for the work done up to then, as set out in section 15.
7. Delivery, acceptance and handover
- You check the delivered work against the written scope. If something doesn’t meet it, tell me and I’ll fix it at no charge.
- At handover you get the code in your repository, every credential in your name, and a runbook and notes. I then remove my access, unless a plan continues.
8. Fix window and warranties
- Defects in delivered work, meaning it doesn’t do what the written scope says, are fixed free for 14 days after handover, or for the period in the proposal.
- Not covered: new features, changes you or others make, and changes by third-party services, APIs, browsers or hosting. A Care plan covers these, or I quote them.
- I do the work with reasonable skill and care. I won’t knowingly include material that infringes anyone’s rights.
- Apart from that, and as far as the law allows, the work comes without other promises, including uptime, speed, security outcomes, search rankings or business results.
9. Plans
Care plans, Fractional Tech Lead and Hours Blocks follow their service pages: hours included, rollover, what’s excluded, minimum terms and notice. In short: a 3-month minimum for Care and Tech Lead, then 30 days’ written notice to cancel. Tier changes start the next month. Nothing is billed beyond your plan without your OK. Reply targets and what happens if I miss them are on the service levels page.
10. Ownership
- When the project is paid in full, all rights in the work I made for you pass to you, including copyright in the code, designs and documents. For plan work, this happens when each month is paid.
- Until then, you may use the work for the project, and I keep the rights in it. If a project ends early, the rights in the work you’ve paid for pass to you.
- I keep my general know-how and my own tools, libraries and snippets that aren’t specific to you. Where they’re part of what I deliver, you get a permanent, royalty-free license to use and change them as part of your system.
- Open-source and third-party components stay under their own licences. I tell you if one would restrict how you use or sell your product.
- For agencies: the rights pass to you or directly to your client, as you tell me. I don’t put my name on white-label work.
11. Confidentiality
- We both keep the other’s non-public information confidential, use it only for our work together, and share it only with people who need it and are bound to the same care.
- This doesn’t cover information that’s public, that we already had or created independently, or that the law requires us to disclose (with notice to the other, where allowed).
- It lasts for 3 years after our work ends, and for trade secrets and credentials, for as long as they stay secret.
- I’m happy to sign your NDA as well. Where it’s stricter, it applies.
- I show work in my portfolio or case studies only with your permission. Founding-price clients agree to a short testimonial and a case note, which can be anonymized.
12. Personal data
When I handle personal data in your systems, I do it as your processor under the Data Processing Agreement, which is part of these terms. How I handle my own clients’ and visitors’ data is in the privacy notice.
13. Tools and AI
I may use software tools, including AI-assisted coding tools, to help with the work. I review and test everything I deliver and I’m responsible for it. I don’t put your confidential information or personal data into tools that use it to train their models.
14. Independence
I’m an independent contractor, not your employee, and I decide how to do the work within the agreed scope. I do the work myself and don’t subcontract it without your written permission.
15. Ending the work
- Either of us can end a project by written notice. You pay for the work done up to then and any costs I can’t cancel, and I hand over the work you’ve paid for.
- Plans end as set out in section 9.
- Either of us can end the work straight away if the other seriously breaks these terms and doesn’t fix it within 14 days of being told, including an invoice that stays unpaid 14 days after a reminder.
- Sections on payment, ownership, confidentiality, liability and disputes continue after the work ends.
16. Liability
- My total liability for anything to do with a project or plan is limited to the fees you paid me for that project or plan. For a plan, this means the fees paid for it in the 12 months before the claim.
- Neither of us is liable for indirect or consequential loss, or for lost profits, revenue, business or data, except the cost of restoring data from backups where I was responsible for them.
- Nothing here limits liability for fraud, deliberate wrongdoing, or anything else the law doesn’t allow to be limited.
17. Events outside our control
Neither of us is responsible for delays caused by events we can’t reasonably control, such as power or internet outages, natural disasters, government action, or failures of providers we depend on. The affected party tells the other quickly, and the dates move. If such an event stops the work for more than 30 days, either of us can end it as in section 15.
18. Disputes and law
- If we disagree, we first try to settle it in good faith by talking or writing to each other for 30 days.
- If that fails, the dispute goes to arbitration under the rules of the Bangladesh International Arbitration Centre (BIAC). There is one arbitrator, the arbitration is conducted in English and online where possible, and the seat is Dhaka.
- The arbitrator’s award is final and binding, and either of us can enforce it in any competent court.
- Either of us may still ask any competent court for urgent measures to protect confidential information or intellectual property. I may also claim an unpaid, undisputed invoice in the courts where you’re based.
- These terms are governed by the laws of Bangladesh, except where the Data Processing Agreement’s standard contractual clauses require another law.
19. General
- Notices go by email: yours to the address in your client account, mine to [email protected].
- These terms, with the documents in section 1, are the whole agreement for the work. They replace earlier discussions about it.
- If part of these terms can’t be enforced, the rest still applies. Not enforcing a right doesn’t waive it.
- Neither of us can transfer the agreement without the other’s written consent.
- I may update these terms. Changes apply to proposals accepted after the new version date; work already agreed stays under the version you accepted.