1. Agreement
By accessing hayaiti.com or engaging Hayaiti for services, you agree to these Terms of Service. If you don’t agree, don’t use the site or hire us.
For each engagement, we’ll also sign a Statement of Work (SOW) or order form that incorporates these Terms by reference. If a term in your SOW conflicts with these, the SOW wins.
2. Services Description
Hayaiti is a productized engineering studio offering web development, custom software, iOS apps, and cybersecurity services. Each service has a fixed-scope SKU listed at /pricing with a stated price and timeline.
We may also provide custom engagements (Embedded Engineer, Embedded Pod) on a recurring monthly basis — details in the SOW.
3. Pricing & Payment
Deposits and final payment
Fixed-scope SKUs require 50% upfront on signed scope to reserve your slot and start work. The remaining 50% is invoiced on delivery, due net-7.
Methods
Payments are processed by Stripe (cards, ACH, or wire) or, on request, bank transfer. You authorize us to charge the payment method you provide for amounts due under the SOW.
Refunds — deadline-miss policy
If we miss the SKU’s stated delivery date for reasons within our control, we refund 25% of the SKU price. If the delay is yours (e.g., we’re waiting on content, access, or feedback for more than 5 business days), the timeline pauses with email notice and the refund clock stops. Full policy on /pricing.
Late payments
Unpaid invoices past 30 days accrue interest at 1.5% per month or the legal maximum, whichever is lower. We may pause work on a project with an overdue balance after 7 days’ written notice.
Taxes
Prices are exclusive of sales tax, VAT, GST, and similar. You’re responsible for taxes applicable in your jurisdiction.
4. Intellectual Property
Your work product
Upon receipt of full payment, you own the source code, designs, and deliverables we produce specifically for you under an SOW. We grant you a perpetual, irrevocable license to use them for any purpose.
Our pre-existing IP
We retain ownership of pre-existing tools, libraries, code snippets, templates, and know-how (“Background IP”) we use to build your work product. We grant you a non-exclusive license to use the Background IP as embedded in your deliverables.
Portfolio rights
Unless covered by a Non-Disclosure Agreement, we may describe the work we did for you (project name, scope, screenshots, results) in our marketing, portfolio, and case studies. If you need confidentiality, sign an NDA before kickoff and we’ll honor it.
Open-source
Where we use open-source software in your project, the applicable open-source license terms govern that software. We’ll flag licensing constraints (e.g., copyleft) before incorporating them.
5. Confidentiality
We treat any non-public information you share with us as confidential and use it only to deliver your project. We don’t share it with third parties except processors bound by equivalent confidentiality obligations (see our Privacy Policy).
Confidentiality obligations survive termination for 3 years, or longer for trade secrets.
6. Warranties
We warrant that we’ll perform services with reasonable skill and care consistent with industry standards. For 30 days after delivery, we’ll fix bugs in code we shipped, free of charge, provided the bug isn’t caused by your changes, third-party dependencies, or environment shifts.
Beyond that, the services and deliverables are provided “as is” without warranty of merchantability, fitness for a particular purpose, or non-infringement, except as required by law.
7. Limitation of Liability
To the maximum extent permitted by law, Hayaiti’s total liability under any SOW is capped at the fees you paid us under that SOW in the 12 months preceding the event giving rise to liability.
Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
Nothing in these Terms excludes liability that can’t legally be excluded (e.g., gross negligence, willful misconduct, fraud, or death and personal injury).
8. Termination
Either party can terminate an SOW for material breach with 14 days’ written notice if the breach isn’t cured. On termination:
- You pay for work performed through the termination date.
- We deliver work in progress in its current state.
- You retain rights to deliverables you’ve paid for.
- Confidentiality and IP terms survive.
9. Dispute Resolution
We’ll try to resolve any dispute through direct negotiation first. If we can’t, disputes will be resolved by binding arbitration in Delaware, USA under AAA Commercial Arbitration Rules. Each party bears its own costs unless the arbitrator awards otherwise. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
10. Acceptable Use
You won’t use the site or services to (a) violate any law, (b) infringe IP rights, (c) transmit malware, (d) attempt unauthorized access, or (e) harass anyone. We may suspend access to the site for violations.
11. Changes to Terms
We may revise these Terms by posting an updated version with a new “Last updated” date. Material changes will be announced via email if you have an active engagement. Continued use of the services after changes constitutes acceptance.
12. Contact
Legal notices and questions about these Terms: legal@hayaiti.com. General inquiries: hello@hayaiti.com.