Agreement details
ReadyThis Professional Services Agreement ("Agreement") is entered into as of ("Effective Date") by and between:
Service Provider: Danial Dababneh, operating as "BuildWithDanial" ("Provider"), an independent software developer specializing in hospitality and hotel technology solutions.
Client: ("Client"), represented by .
Provider and Client are each a "Party" and together the "Parties." The Parties agree as follows.
Provider shall perform the following services for Client (the "Services"): . Detailed deliverables, technical specifications, and milestones, where applicable, will be documented in a written project brief or statement of work agreed upon by both Parties and incorporated herein by reference. Any work outside this scope is a change request under Clause 5.
This Agreement begins on the Effective Date and continues until the Services are completed and accepted, unless terminated earlier under Clause 9. Provider will use commercially reasonable efforts to deliver the Services by . Timelines are estimates; delays caused by Client's late feedback, content, credentials, or third-party systems (e.g., a PMS vendor or channel manager) will extend delivery accordingly and are not a breach by Provider.
The total fee for the Services is , payable as follows: .
Invoices are due within seven (7) days of receipt unless otherwise agreed in writing. Late payments may accrue interest at 1.5% per month, or the maximum permitted by law. Work may be paused if an invoice remains unpaid more than fourteen (14) days past its due date. Fees exclude third-party costs such as hosting, domain names, PMS or channel-manager licensing, and payment-gateway fees, which remain Client's responsibility.
Client will provide timely access to necessary systems, credentials, content, brand assets, and staff availability required to perform the Services — including, where relevant, PMS, channel manager, WordPress, or hosting access. Client is responsible for the accuracy of information it supplies and for maintaining appropriate backups of its own systems prior to any integration work.
This engagement includes round(s) of revisions within the original scope. Additional revisions, new features, integrations, reports, pages, designs, workflows, technical requirements, or other requests introduced by Client after approval of the scope are outside the original scope unless expressly included in a written statement of work.
Any such request shall be treated as a Change Request. Provider is entitled to assess the technical impact, additional fee, and delivery time before implementation. No Change Request becomes part of the Services until Client provides written approval, including approval by email or another agreed electronic communication method. Provider is not required to begin additional work before the related fee and revised timeline are approved.
Client may suggest ideas, features, improvements, specifications, designs, workflows, business requirements, technical approaches, or other changes during the project. A suggestion, request, discussion, message, meeting, or feedback item does not by itself create an obligation for Provider to implement it or provide it at no additional charge.
Where a Client suggestion requires additional development, testing, research, design, integration, documentation, support, infrastructure, licensing, or project time beyond the agreed scope, Provider may classify it as a Change Request and quote it separately. Provider retains sole discretion over the technical method used to implement approved requirements, provided the agreed deliverable and material acceptance criteria are met.
Except for the specific custom deliverables expressly assigned under this Agreement after full and final payment, all pre-existing and independently developed materials of Provider remain the exclusive property of Provider. This includes source code, reusable components, libraries, frameworks, templates, modules, scripts, utilities, APIs, connectors, development tools, prompts, automation logic, architecture patterns, documentation methods, know-how, processes, and general-purpose techniques.
Client shall not copy, resell, sublicense, redistribute, publish, reverse engineer, commercially exploit, or provide Provider's reusable materials to a third party except to the extent expressly permitted in writing. Payment for a project does not transfer ownership of Provider's general technology, reusable code, tools, or know-how.
Provider is responsible only for the Services and deliverables as supplied by Provider. If Client or any third party modifies, replaces, extends, deletes, reverse engineers, migrates, or otherwise alters the delivered code, configuration, hosting environment, integrations, database, website, plugin, theme, or related systems without Provider's written approval, Provider is not responsible for resulting errors, security issues, incompatibilities, downtime, data loss, or performance problems.
Any investigation, repair, rollback, compatibility work, or re-development required because of an unauthorized modification may be treated as additional billable work.
Upon full and final payment, Provider assigns to Client all rights, title, and interest in the custom deliverables created specifically for Client under this Agreement, subject to the exclusions and retained rights in this Clause and Clause 7. No ownership or license is transferred in any Provider IP until all amounts due for the applicable Services have been paid in full.
Provider retains ownership of its pre-existing and reusable tools, frameworks, code libraries, templates, components, scripts, utilities, architecture, methodologies, know-how, and general-purpose technology ("Provider IP"). Where Provider IP is embedded in a paid deliverable, Provider grants Client a non-exclusive, perpetual license to use that Provider IP only as reasonably necessary to use the finished deliverable. Client may not extract, resell, sublicense, or distribute Provider IP separately.
Provider may reference the completed project in its portfolio and marketing unless Client requests confidentiality in writing before such disclosure.
Each Party agrees to keep confidential any non-public business, technical, or guest data disclosed by the other Party in connection with this Agreement, and to use it solely to perform obligations under this Agreement. This obligation survives termination of this Agreement for three (3) years, and indefinitely with respect to guest personal data, which shall be handled in accordance with applicable data protection law.
Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, the Services and deliverables are provided "as is," without warranties of any kind, express or implied, including merchantability or fitness for a particular purpose. Provider does not guarantee uninterrupted operation of third-party platforms (e.g., OPERA, WordPress plugins, payment gateways, or channel managers) that are outside Provider's control.
To the maximum extent permitted by law, neither Party shall be liable for indirect, incidental, or consequential damages, including lost profits or lost bookings. Provider's total liability arising out of this Agreement shall not exceed the total fees paid by Client under this Agreement in the three (3) months preceding the claim.
Either Party may terminate this Agreement with fourteen (14) days' written notice. Upon termination, Client shall pay for all Services performed and expenses incurred up to the termination date. Provider will deliver all completed work product upon receipt of payment for work rendered.
Provider is an independent contractor, not an employee, partner, or agent of Client. Nothing in this Agreement creates a joint venture or employment relationship. Provider is responsible for its own taxes and business licensing.
Neither Party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet or utility outages, or government action.
This Agreement is governed by the laws of , without regard to conflict-of-law principles. The Parties will first attempt to resolve any dispute through good-faith negotiation; if unresolved within thirty (30) days, either Party may pursue the matter before the competent courts of that jurisdiction.
This Agreement, together with any referenced statement of work, constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions or agreements, whether written or oral. It may only be amended in writing signed by both Parties.
Provider will make completed deliverables available for Client review. Client shall review the deliverables within seven (7) calendar days of delivery and notify Provider in writing of any material non-conformity with the agreed scope. If Client does not provide such notice within that period, the deliverables shall be deemed accepted. Minor defects that do not materially prevent use of the deliverables shall not delay acceptance.
Provider may rely on third-party services, software, APIs, hosting providers, payment gateways, PMS platforms, channel managers, plugins, libraries, domains, certificates, or other infrastructure. Provider does not control third-party availability, pricing, policy changes, rate limits, API changes, suspension, security incidents, or discontinuation. Additional work required because of a third-party change may be treated as a Change Request.
All amounts due for completed Services, approved Change Requests, expenses, and third-party costs remain payable notwithstanding project cancellation, delay, suspension, or termination caused by Client or circumstances outside Provider's reasonable control. Until full and final payment is received, Provider may withhold final source files, deployment, credentials created by Provider, or transfer of applicable rights to unpaid custom deliverables to the extent permitted by law.
If Client requests an addition or change verbally, by telephone, meeting, chat, email, project-management system, or other communication channel, Provider may document the request as a Change Request. Only the scope and commercial terms confirmed in writing by the Parties will modify the agreed Services. Silence, informal discussion, or the provision of an idea does not constitute acceptance of additional work by Provider.
Provider
Danial Dababneh
BuildWithDanial · Date:
Client
· Date:
This is a general-purpose template provided for convenience and is not legal advice. Contract law and required clauses (e.g., data-protection, consumer-protection, or e-signature rules) vary by jurisdiction — have a qualified lawyer in your and your client's jurisdiction review this before it's signed or relied upon.