Terms of Service

Submitting a contact or booking form does not create a contractual obligation on either party. No engagement is established until a written Agreement is signed and the initial deposit is received.

Written proposals issued by Matby5 are valid for 30 calendar days from the date of issuance, unless otherwise specified. After 30 days, pricing and availability are subject to change.

Proposals are confidential and intended solely for the recipient. They may not be shared with third parties, including competing service providers, without our written consent.

All projects require a non-refundable deposit before work commences:

• •Projects up to $14,999: 50% deposit due upon Agreement signing. Remaining 50% due upon final delivery and client approval.
• •Projects of $15,000 and above: milestone-based payment schedule as defined in the Agreement (typically 33% / 33% / 34%).

Retainer fees are due on the 1st of each calendar month. Retainers not paid within 10 days of the due date will result in suspension of services until payment is received.

Invoices not paid within the agreed terms are subject to a late fee of 1.5% per month (18% per year) on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

Accepted payment methods are specified in each Agreement and may include bank transfer (ACH/wire), credit card, or other methods agreed upon in writing. All payments are in US Dollars (USD) unless otherwise agreed.

Matby5 reserves the right to suspend work on any project where payment obligations are not met. Matby5 is not liable for delays or damages caused by suspension due to non-payment.

Deliverables, features, and boundaries of each project are defined in the signed Agreement. Any feature, page, integration, or functionality not explicitly described is considered out of scope.

If a client requests work outside the agreed scope, Matby5 will:

• •Document the requested change in writing.
• •Provide a written estimate of additional time, cost, and timeline impact within 48 business hours.
• •Require the client's written approval before proceeding.

Once a project phase (Discovery, Design) is formally approved in writing, changes that require rework will be treated as a Change Order. We encourage thorough review before approvals are provided.

Upon receipt of final payment in full, Matby5 assigns to the client all rights, title, and interest in the custom-developed deliverables, including source code, designs, and documentation.

Until full payment is received, all deliverables remain the property of Matby5. Partial payment does not transfer any intellectual property rights.

Matby5 retains ownership of:

• •Pre-existing intellectual property: libraries, frameworks, tools, methodologies, and code components developed prior to or independently of the client engagement.
• •General knowledge and expertise: skills, techniques, and know-how acquired during a project that are of general applicability.

Where pre-existing IP is incorporated into client deliverables, Matby5 grants the client a perpetual, non-exclusive license to use that IP as part of the delivered product.

Deliverables may incorporate open-source libraries, fonts, icons, or other third-party components subject to their respective licenses, which Matby5 will document in the technical handoff. The client is responsible for complying with those licenses.

Unless the client requests confidentiality in writing, Matby5 may reference the client's name, a brief project description, and outcome metrics in its marketing materials and portfolio. We will never publish proprietary business logic, sensitive data, or confidential information.

Matby5 warrants that:

• •Deliverables will substantially conform to the specifications in the Agreement.
• •The 30-day post-launch support period will be provided to address bugs and defects arising from Matby5's work.

Matby5 is not responsible for changes in availability, pricing, terms, or functionality of any third-party service (GoHighLevel, Stripe, Twilio, OpenAI, etc.) after project delivery.

A client may terminate a project with written notice. In such case:

• •All work completed to date becomes billable at Matby5's standard rates.
• •The initial deposit is non-refundable.
• •Any outstanding balance for completed work is due within 15 days of termination notice.
• •Matby5 will provide all completed deliverables and project files upon receipt of final payment.

Matby5 reserves the right to terminate an engagement if:

• •The client fails to make payment within agreed terms after a 10-day cure period.
• •The client engages in conduct that is abusive, harassing, or unlawful.
• •The project becomes technically or legally infeasible due to client-provided constraints.

In the event of termination by Matby5 without cause, we will refund any prepaid fees for work not yet delivered.

Either party may cancel a monthly retainer with 30 days' written notice. Services continue through the notice period. No partial refunds are issued for the current month.

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict of law provisions.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct communication for at least 30 days.

If a dispute cannot be resolved informally, it shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Miami, Florida. The arbitrator's decision will be final and binding. Class action and jury trial rights are waived to the extent permitted by law.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including protection of intellectual property or confidential information.