Offer Agreement & Terms of Service

1. General Provisions

1.1. These Terms of Service ("Terms") govern the provision of freelance software development and related technical services by Ivan Morozov, an independent individual service provider based in the Republic of Armenia ("Developer"), to individuals or legal entities ("Client").

1.2. The Developer provides services through https://hydrotinker.online and through individually negotiated project arrangements.

1.3. Information published on the Website, including service descriptions, portfolio materials, and indicative prices, is provided for informational purposes and constitutes an invitation to request services, not an unconditional obligation to accept any project.

1.4. These Terms apply to a project when incorporated into an accepted Project Proposal, statement of work, or other written agreement between the Developer and Client.

1.5. Where an individual Project Proposal expressly conflicts with these Terms, the Project Proposal shall prevail to the extent of that conflict, unless mandatory applicable law provides otherwise.

2. Services and Project Scope

2.1. The Developer may provide software development services, including:

• Website and web application development;
• Mobile application development;
• Backend services, APIs, and integrations;
• Software maintenance, debugging, and optimization;
• Technical consulting and related development services.

2.2. The precise scope of each engagement, including deliverables, specifications, technologies, estimated timelines, and applicable fees, shall be defined in an individual Project Proposal.

2.3. Unless expressly included in the Project Proposal, services do not include ongoing maintenance, hosting, third-party subscription fees, technical support after delivery, or additional features.

2.4. Requests that materially change the agreed scope may require a separate quotation, additional fees, and revised deadlines. Changes become binding only when agreed by both parties.

3. Agreement Formation and Acceptance

3.1. The Client may request services through the Website, email, or another agreed communication channel.

3.2. After discussing requirements, the Developer may issue a Project Proposal that references these Terms and specifies the essential conditions of the engagement.

3.3. A binding project agreement is formed when the parties expressly agree to the Project Proposal and these Terms through an accepted electronic or signed document, email confirmation, or another legally valid method of acceptance agreed by the parties.

3.4. Where expressly specified in the Project Proposal, payment of the required initial deposit may constitute acceptance of that Project Proposal and the incorporated Terms.

3.5. The Developer is not obliged to begin work until the project agreement has been formed, required information has been received, and any agreed advance payment has cleared.

3.6. The applicable version of these Terms is the version identified or provided in the accepted Project Proposal. The Client must have an opportunity to review and retain that version before accepting.

4. Pricing and Payment

4.1. Project fees, currency, payment methods, applicable taxes, and payment schedules shall be specified in the Project Proposal.

4.2. Payment arrangements may include fixed-price projects, hourly billing, milestone-based payments, or other arrangements expressly agreed between the parties.

4.3. Unless otherwise specified in the Project Proposal, payments are due within 14 calendar days after receipt of the relevant invoice or payment request.

4.4. The Developer may suspend work or withhold delivery of unpaid deliverables when a payment is overdue, after giving reasonable written notice, subject to applicable law.

4.5. Fees for additional work, third-party services, hosting, infrastructure, licenses, or other external expenses shall be charged only if agreed with the Client.

4.6. Refunds, deposits, and compensation for work already performed are governed by the Project Proposal, Section 9 of these Terms, and mandatory applicable law.

5. Project Execution and Delivery

5.1. The Developer shall perform the agreed services with reasonable professional care and skill.

5.2. Project timelines are estimates unless expressly designated as binding deadlines in the Project Proposal.

5.3. The Client shall provide reasonably necessary information, materials, access, decisions, and feedback in a timely manner.

5.4. Delays caused by unavailable Client materials, delayed approvals, changed requirements, or circumstances beyond the Developer's reasonable control may result in corresponding schedule adjustments. The Developer shall communicate material delays.

5.5. Deliverables shall be provided through the method specified in the Project Proposal, including source-code repositories, downloadable files, deployment environments, or other agreed channels.

5.6. The Project Proposal shall identify any acceptance criteria, testing period, and included revision work. If acceptance criteria are not specified, the Developer and Client shall assess completion against the expressly agreed scope and deliverables.

5.7. Defects attributable to the Developer's failure to meet the agreed specifications shall be addressed according to the Project Proposal and applicable law. New functionality and changes outside the agreed scope are not included as defect corrections.

6. Intellectual Property Rights

6.1. The Client retains ownership of all intellectual property, content, data, branding, and materials supplied by the Client.

6.2. Unless otherwise specified in the Project Proposal, the Developer retains ownership of pre-existing software, reusable components, libraries, tools, templates, frameworks, general technical knowledge, and independently developed materials not created exclusively for the Client.

6.3. Upon full payment of the agreed fees, intellectual property rights in the specifically identified, original project deliverables shall be assigned or licensed to the Client as expressly provided in the Project Proposal, subject to applicable law.

6.4. No transfer of exclusive intellectual property rights is implied solely by payment or delivery. Any intended exclusive assignment must be expressly documented, including its subject matter and scope.

6.5. Third-party and open-source components remain subject to their respective licenses. The Developer shall not purport to transfer ownership of materials belonging to third parties.

6.6. Unless the Client expressly authorizes disclosure, the Developer shall not publish confidential source code, non-public designs, or private project information in a portfolio.

6.7. Any permission to identify the Client or publicly display completed work shall be agreed separately.

7. Confidentiality and Data Protection

7.1. Each party shall keep confidential any non-public technical, business, financial, personal, or other sensitive information received from the other party in connection with the project.

7.2. Confidential information shall be used only for the purposes of performing or receiving the agreed services, unless otherwise authorized or required by law.

7.3. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully obtained without restriction, or disclosed with the owner's permission.

7.4. Where a project involves personal data, the parties shall determine their respective responsibilities under applicable data protection laws and, where necessary, enter into a separate data processing agreement.

7.5. The Developer shall take reasonable measures to protect Client credentials and confidential materials and shall not intentionally disclose them to unauthorized parties.

8. Warranties and Limitation of Liability

8.1. The Developer shall use reasonable professional care and skill to provide services materially consistent with the agreed specifications.

8.2. The Developer does not guarantee uninterrupted operation, absolute security, compatibility with every environment, or the complete absence of software defects.

8.3. The Developer is not responsible for failures caused by unauthorized modifications, Client misuse, third-party outages, or systems outside the Developer's agreed responsibilities, except to the extent otherwise required by applicable law.

8.4. To the maximum extent permitted by applicable law, neither party shall be liable for indirect or consequential losses, including lost profits or lost business opportunities, arising from an engagement.

8.5. To the maximum extent permitted by applicable law, the Developer's total aggregate contractual liability for a particular project shall not exceed the total fees paid or payable by the Client for that project.

8.6. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including any mandatory consumer protections.

9. Cancellation, Termination, and Refunds

9.1. Either party may request termination of a project by written notice.

9.2. Upon termination, the Developer shall provide a reasonable accounting of work completed, payments received, and agreed non-cancellable expenses incurred up to the effective termination date.

9.3. Subject to the Project Proposal and mandatory applicable law, the Client shall pay for properly performed services and authorized non-refundable expenses incurred before termination.

9.4. Any advance payments exceeding amounts lawfully owed shall be refunded within 14 calendar days after the final accounting is agreed or otherwise determined.

9.5. Either party may terminate an engagement for a material breach if the other party fails to remedy that breach within 3 calendar days after receiving written notice, where a remedy is reasonably possible.

9.6. Upon termination and settlement of outstanding amounts, the Developer shall provide any deliverables and Client materials to which the Client is entitled under the applicable agreement and law.

9.7. Nothing in this section restricts statutory rights of cancellation, withdrawal, reimbursement, or termination that cannot lawfully be waived.

10. Independent Contractor Relationship

10.1. The Developer provides services as an independent contractor and not as an employee, partner, or agent of the Client.

10.2. Nothing in these Terms creates an employment relationship, partnership, joint venture, or authority for either party to bind the other.

10.3. Each party is responsible for its own tax and regulatory obligations as applicable by law, except where mandatory rules impose a different responsibility.

11. Force Majeure

11.1. Neither party shall be responsible for a delay or failure to perform an obligation to the extent caused by circumstances beyond its reasonable control, subject to applicable law.

11.2. The affected party shall promptly notify the other party and take reasonable measures to minimize disruption.

11.3. If such circumstances materially prevent performance for an extended period, the parties shall discuss appropriate changes or termination, without prejudice to applicable legal rights.

12. Governing Law and Dispute Resolution

12.1. These Terms and the project agreements incorporating them shall be governed by the laws of the Republic of Armenia, subject to any overriding mandatory laws that apply to the Client or transaction.

12.2. The parties shall first attempt to resolve disagreements through good-faith written negotiations.

12.3. If a dispute cannot be resolved amicably, it shall be submitted to the competent courts in accordance with applicable jurisdictional rules.

12.4. Nothing in these Terms deprives a Client of access to mandatory legal protections or a court having jurisdiction under applicable law.

13. Amendments and Severability

13.1. The Developer may update these Terms for future engagements by publishing a revised version on the Website.

13.2. Changes shall not automatically modify existing project agreements. Changes to an existing engagement require the agreement of both parties, unless otherwise permitted by applicable law.

13.3. If any provision is found unenforceable, the remaining provisions shall continue in effect to the extent legally permissible.

13.4. These Terms, together with the accepted Project Proposal and expressly incorporated documents, constitute the agreement between the parties concerning the relevant project.

14. Contact Information

Developer: Ivan Morozov
Business Status: Independent individual service provider
Country: Republic of Armenia
Contact Email: hydrotinker@gmail.com
Website: https://hydrotinker.online

For questions regarding these Terms, project agreements, or service-related matters, please contact hydrotinker@gmail.com.