noclue Terms of Service

1. Engagement and Scope

Each engagement is defined by a mutually agreed scope of work, proposal, statement of work, or signed agreement (collectively, the "SOW"). The SOW outlines deliverables, milestones, pricing, and any project-specific conditions. In the event of a conflict, the SOW controls over these Terms.

2. Responsibilities of Each Party

• noclue will deliver the services described in the applicable SOW with professional care, exercising engineering judgment and communicating progress transparently.
• Clients will provide timely access to the information, tooling, facilities, and stakeholders necessary for noclue to execute the work effectively.
• Both parties will designate a primary point of contact empowered to review deliverables and give approvals.

3. Changes to Scope

Any expansion or material change to the agreed scope must be documented in writing and may result in revised timelines or fees. noclue will not proceed with additional work until the change is confirmed by the client.

4. Fees and Payment

• Invoices are issued according to the cadence defined in the SOW.
• Payments are due within 15 calendar days unless the SOW states otherwise.
• Late payments may incur a finance charge of 1.5% per month (or the maximum rate permitted by law, if lower) and may pause ongoing work until accounts are current.

5. Confidentiality

Both parties agree to protect confidential or proprietary information shared during the engagement and to use it solely for fulfilling the project obligations. Confidentiality obligations continue for three (3) years after the engagement concludes unless the SOW specifies a different term.

6. Intellectual Property

Unless otherwise stated in the SOW, pre-existing intellectual property remains the property of the party that owned it before the engagement. Subject to full payment, noclue grants the client a non-exclusive, perpetual license to use custom deliverables created specifically for the engagement. noclue may reuse generalized learnings, frameworks, and non-confidential know-how for future projects. No transfer of ownership in noclue’s pre-existing tools, libraries, internal frameworks, or development processes is implied unless expressly stated in the applicable SOW.

7. Warranties and Disclaimers

noclue represents that services will be performed with reasonable skill consistent with industry practices. Except as expressly stated in these Terms or an applicable SOW, all services and deliverables are provided "as is" without additional warranties, including implied warranties of merchantability or fitness for a particular purpose.

8. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, or punitive damages. noclue's total liability under these Terms is limited to the fees paid or payable under the applicable SOW by the client for the services giving rise to the claim.

9. Termination

• Either party may terminate an engagement for material breach if the breach is not cured within 14 days of written notice.
• Clients may terminate for convenience with 14 days' written notice; fees incurred and non-refundable expenses up to the termination date remain payable.
• Sections intended to survive termination, including confidentiality, intellectual property, and limitation of liability, will continue after the engagement ends.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Slovak Republic, excluding its conflict-of-laws principles. Parties agree to attempt good-faith negotiation before initiating legal proceedings. If resolution cannot be reached, disputes will be submitted to the competent courts located in Bratislava, Slovakia.

11. Updates to These Terms

noclue may update these Terms periodically. Material changes will be communicated through the primary client contact or published on this page with a revised effective date. Continued engagement after changes become effective constitutes acceptance of the updated Terms.

12. Contact

Questions about these Terms can be sent to hello@noclue.dev.