Terms of Service

PyChicken LLC Effective Date: [DATE] Last Updated: [DATE]

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and PyChicken LLC, a Delaware limited liability company ("PyChicken," "we," "us," or "our"), governing your access to and use of the services offered at pychicken.com (the "Website") and any related services (collectively, the "Services").

By placing an order, clicking "I Agree," or otherwise accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

2. Services

2.1 Description

PyChicken provides software development, graphic design, and desktop publishing ("DTP") services, including but not limited to:

Python/Django backend development
Frontend development (React, Next.js, Vue.js)
WordPress/WooCommerce development
Trading systems and FinTech solutions
Brand identity and graphic design
UI/UX design
Print production and DTP
API development and integrations
Custom software solutions

2.2 Service Delivery

All Services are delivered remotely. Timelines, deliverables, and scope of work are defined in the applicable project brief, statement of work, or package description confirmed at the time of order. PyChicken reserves the right to engage qualified subcontractors or independent contractors to fulfill all or part of any engagement, subject to confidentiality obligations no less protective than those set forth herein.

2.3 Service Modifications

PyChicken reserves the right to modify, suspend, or discontinue any Service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Services.

3. Engagement Types

3.1 Hourly Packages

Prepaid hourly packages grant the Client access to a defined number of development or design hours. Hours are consumed as work is performed and do not roll over beyond the period specified at purchase unless otherwise agreed in writing. Unused hours beyond the agreed period are forfeited unless PyChicken expressly agrees otherwise.

3.2 Fixed-Price Projects

Fixed-price projects are scoped, priced, and delivered according to a mutually agreed Statement of Work ("SOW"). Changes to scope requested by the Client after SOW execution may result in additional fees and revised timelines, documented via a written change order.

3.3 Retainers

Retainer agreements provide the Client with a reserved capacity of hours per month at an agreed rate. Retainer terms, including minimum duration, renewal, and cancellation notice, are set out in the applicable retainer agreement, which supplements these Terms.

4. Ordering and Acceptance

4.1 Order Process

Orders may be placed through the Website checkout, via email confirmation, or through a signed SOW. An order is deemed accepted when PyChicken sends a written confirmation (including email) or commences work, whichever occurs first.

4.2 Acceptance at Checkout

By completing checkout on the Website and ticking the acceptance checkbox, you confirm that you have read, understood, and agree to these Terms, our Privacy Policy, and our Refund Policy. This constitutes a valid and binding electronic acceptance.

4.3 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into contracts under applicable law. By using our Services, you represent and warrant that you meet these requirements.

5. Fees and Payment

5.1 Pricing

All prices are listed in US Dollars (USD) unless otherwise specified. PyChicken reserves the right to modify pricing at any time; however, price changes will not affect orders already confirmed.

5.2 Payment Methods

PyChicken accepts the following payment methods:

Credit/Debit Card via Stripe
PayPal
Bank Transfer (Wire Transfer) — bank details provided upon request; work commences upon confirmed receipt of funds

5.3 Payment Terms

Hourly Packages: Payment in full at time of purchase.
Fixed-Price Projects: Unless otherwise agreed in the SOW, a deposit of 50% is due prior to commencement of work, with the remaining balance due upon delivery of final files/code.
Retainers: Monthly payments are due in advance on the first day of each billing period.

5.4 Late Payments

Overdue invoices accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. PyChicken reserves the right to suspend work on any active engagement for which payment is overdue by more than 10 business days.

5.5 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, VAT, GST, or similar taxes imposed by any jurisdiction on the Services, except for taxes on PyChicken's net income. If PyChicken is required to collect such taxes, they will be added to the Client's invoice.

5.6 Disputed Charges

If you believe a charge is incorrect, you must notify PyChicken in writing within 30 days of the charge date. Failure to dispute a charge within this period constitutes acceptance of the charge.

6. Intellectual Property

6.1 Work for Hire / IP Transfer

Upon receipt of full payment for the applicable engagement, and subject to Section 6.3, all deliverables created by PyChicken specifically for the Client under a project engagement (excluding Pre-Existing Materials, as defined below) shall be deemed works made for hire to the fullest extent permitted by applicable law. To the extent any deliverable does not qualify as a work made for hire, PyChicken hereby irrevocably assigns to the Client all right, title, and interest in and to such deliverables, including all intellectual property rights therein.

6.2 Licensed Deliverables

Where the parties expressly agree in writing (in an SOW or similar document) that a deliverable will be licensed rather than assigned, PyChicken grants the Client a non-exclusive, worldwide, royalty-free, perpetual license to use such deliverable for the Client's internal business purposes. The specific scope of any such license will be defined in the applicable agreement.

6.3 Pre-Existing Materials

PyChicken retains all right, title, and interest in and to any tools, libraries, frameworks, code snippets, methodologies, know-how, and other materials that were developed by or licensed to PyChicken prior to or independently of the engagement ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into deliverables, PyChicken grants the Client a non-exclusive, worldwide, royalty-free, perpetual license to use such Pre-Existing Materials solely as incorporated in and necessary to use the deliverables.

6.4 Open Source Components

Deliverables may incorporate open-source components subject to their respective licenses. PyChicken will identify any material open-source components upon request. The Client's use of such components is subject to the applicable open-source license terms.

6.5 Client Materials

The Client grants PyChicken a limited, non-exclusive license to use, reproduce, and modify any materials, data, content, or information provided by the Client solely for the purpose of performing the Services. The Client represents and warrants that it has all rights necessary to grant this license and that Client Materials do not infringe any third-party rights.

6.6 Portfolio Rights

PyChicken reserves the right to display and link to the Client's completed project as part of our portfolio unless the Client requests in writing prior to project commencement that the project remain confidential.

7. Confidentiality

7.1 Obligations

Each party ("Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party ("Disclosing Party") and not to disclose such information to any third party or use it for any purpose other than performing obligations or exercising rights under these Terms.

7.2 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

7.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice where legally permissible.

7.4 NDAs

Where the Client requires a standalone Non-Disclosure Agreement ("NDA"), PyChicken is willing to execute a mutually agreeable NDA prior to commencement of the engagement.

8. Client Responsibilities

The Client agrees to:

Provide timely, accurate, and complete information, content, and feedback necessary for PyChicken to perform the Services.
Designate a primary point of contact with authority to make decisions on behalf of the Client.
Respond to requests for feedback, approvals, or information within the timeframes specified in the SOW (or, if none specified, within 5 business days). Delays caused by Client may result in revised timelines and additional fees.
Ensure that any materials provided to PyChicken do not infringe any third-party intellectual property rights and comply with all applicable laws.

9. Warranties and Representations

9.1 PyChicken Warranties

PyChicken warrants that: (a) it has the right to enter into these Terms; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to PyChicken's knowledge, deliverables (excluding Client Materials and third-party components) will not infringe the intellectual property rights of any third party.

9.2 Client Warranties

The Client warrants that: (a) it has the right to enter into these Terms; (b) all Client Materials provided to PyChicken are owned by or licensed to the Client and do not infringe any third-party rights; and (c) the Client's use of the Services and deliverables will comply with all applicable laws and regulations.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." PYCHICKEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PYCHICKEN DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF THE CLIENT'S REQUIREMENTS OR THAT DELIVERABLES WILL BE ERROR-FREE.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PYCHICKEN OR ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF PYCHICKEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PYCHICKEN'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO PYCHICKEN IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. PYCHICKEN WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

11. Indemnification

The Client agrees to defend, indemnify, and hold harmless PyChicken and its members, officers, employees, agents, and subcontractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Services or deliverables; (b) Client's breach of these Terms; (c) Client Materials; (d) Client's violation of any applicable law or regulation; or (e) any third-party claim related to the Client's business, products, or services.

12. Acceptable Use and Prohibited Activities

12.1 Prohibited Uses

The Client agrees not to use the Services to develop, support, or operate:

Illegal activities or content that violates any applicable local, national, or international law or regulation.
Software designed to compromise, damage, or gain unauthorized access to any computer system, network, or data.
Content that is defamatory, obscene, or infringes the intellectual property rights of any third party.
Gambling, adult entertainment, or other regulated activities without proper licensing.
Spam, phishing, or other forms of fraudulent or deceptive communications.
Activities that violate consumer protection laws or constitute unfair business practices.
Weapons, surveillance, or military applications without appropriate legal authorization.
Any project whose primary purpose is to deceive, harm, or defraud users or third parties.

12.2 Sanctioned Countries and OFAC Compliance

PyChicken complies with all applicable US export control laws and regulations, including sanctions administered by the US Office of Foreign Assets Control ("OFAC"). PyChicken does not provide Services to individuals, entities, or jurisdictions subject to US sanctions, including but not limited to Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. The Client represents and warrants that it is not located in, organized under the laws of, or owned or controlled by entities in any sanctioned country, and is not otherwise subject to US sanctions.

PyChicken reserves the right to terminate any engagement and refund prepaid unused fees if PyChicken determines, in its sole discretion, that continued performance would violate applicable sanctions laws.

13. Term and Termination

13.1 Term

These Terms remain in effect for the duration of any active engagement and as long as the Client has access to or uses any Services or deliverables.

13.2 Termination for Convenience

Either party may terminate an active engagement for convenience upon 14 days' written notice. In such event: (a) the Client shall pay for all work performed up to the effective date of termination; and (b) PyChicken shall deliver all work product completed as of the termination date.

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 10 business days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) commences or has commenced against it any insolvency or bankruptcy proceeding.

13.4 Effect of Termination

Upon termination: (a) all payment obligations for work performed remain due; (b) each party shall return or destroy the other party's Confidential Information upon request; and (c) Sections 6, 7, 9.3, 10, 11, 13.4, 14, 15, and 16 shall survive termination.

14. Dispute Resolution

14.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute informally by notifying the other party in writing. The parties will have 30 days to negotiate in good faith before either party may initiate formal proceedings.

14.2 Governing Law

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

14.3 Jurisdiction and Venue

Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

14.4 Waiver of Class Actions

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW, retainer agreement, and our Privacy Policy and Refund Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions.

15.2 Amendments

PyChicken may update these Terms at any time by posting the revised version on the Website with an updated effective date. Material changes will be communicated via email or prominent notice on the Website. Continued use of the Services after the effective date of any change constitutes acceptance of the revised Terms.

15.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

15.4 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without PyChicken's prior written consent. PyChicken may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets without Client consent.

15.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or government actions, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

15.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

15.8 Notices

All notices under these Terms shall be in writing and delivered by email to the addresses specified at the time of order or as updated by written notice. Notices are effective upon confirmed delivery.

15.9 Electronic Signatures and Records

The parties agree that electronic signatures and records are legally binding and shall have the same force and effect as handwritten signatures and paper records.

16. Contact

For questions regarding these Terms, please contact us at:

PyChicken LLC [Registered Address — to be inserted upon receipt of registration data] Email: legal@pychicken.com

These Terms of Service were last updated on [DATE]. Please check this page periodically for updates.