1. Parties
This MSA is between Tech Phoenix LTD, a company registered in Georgia (the country) and based in Tbilisi, Georgia, trading as Weblier(“Weblier”, “we”, “us”), and the client identified in the relevant Statement of Work (“Client”, “you”).
2. Structure
This MSA sets general terms. Each piece of work is described in a separate Statement of Work (SOW) signed by both parties. If an SOW conflicts with this MSA, the SOW controls for that specific engagement.
3. Services
We'll provide the services described in the applicable SOW — typically software design, engineering, and delivery work. We'll perform them with reasonable skill and care, consistent with professional engineering practice.
We retain discretion over staffing, methodology, and tools unless the SOW says otherwise. We won't substitute a named individual without discussing it with you first.
4. Client responsibilities
To do our job well, we need you to:
- Provide the access, information, and decisions we need, on time.
- Name a single point of contact with authority to approve scope and designs.
- Review and respond to work we send for approval within five business days, unless the SOW says otherwise. If you don't, we may pause the engagement until you do.
- Ensure you have the right to share any third-party materials you give us (content, code, credentials, data).
5. Fees and payment
Fees are set in the SOW. Unless stated otherwise, invoices are due within 14 days of the invoice date and are payable in the currency shown on the invoice. Overdue invoices may accrue interest at 1.5% per month (or the maximum allowed by law, whichever is lower), and we may pause work on overdue accounts.
You're responsible for any taxes (other than taxes on our income) applicable to the fees. Travel and out-of-pocket expenses are only billable if agreed in the SOW.
6. Changes to scope
If the work needs to change — scope expands, direction shifts, constraints emerge — we'll write a short change request describing the delta and any impact on fees or timeline. Changes take effect when both parties sign off in writing (email is fine).
7. Intellectual property
7.1 Your materials
You retain ownership of everything you give us (the “Client Materials”). You grant us a non-exclusive, worldwide licence to use them for the sole purpose of performing the services.
7.2 Deliverables
Upon full payment of fees owed for a given SOW, we assign to you all right, title, and interest in the final deliverables produced specifically for you under that SOW (the “Deliverables”), excluding our Pre-Existing Materials.
7.3 Pre-existing materials
We keep ownership of anything we created before or independently of the engagement, and of any general methods, know-how, or reusable components we bring to the work (“Pre-Existing Materials”). Where those are embedded in Deliverables, we grant you a perpetual, non-exclusive, worldwide licence to use them as part of the Deliverables.
7.4 Open-source and third-party components
Any open-source or third-party components included in Deliverables remain subject to their own licences. We'll tell you what we've used when asked.
8. Confidentiality
Each party agrees to protect the other's confidential information with the same care it uses for its own (at minimum, reasonable care), and to use it only to perform this MSA and the SOW. Confidentiality obligations survive for three years after the engagement ends, except for trade secrets, which survive for as long as they qualify as trade secrets under applicable law.
We may reference your company name and a brief description of the work for portfolio and marketing purposes only with your written consent.
9. Warranties
We warrant that the Deliverables will materially conform to what's described in the SOW for 30 days after delivery. During that window we'll fix defects you report in writing, free of charge. After that, remedial work is billable at standard rates.
Beyond the warranty above, to the maximum extent permitted by law, we disclaim all implied warranties (including fitness for a particular purpose and merchantability). Software is a moving target; we don't warrant that the Deliverables will be error-free under all future conditions.
10. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data, even if advised of the possibility.
Each party's total aggregate liability under a given SOW will not exceed the total fees you paid to us under that SOW in the 12 months before the event giving rise to the claim.
Nothing here limits liability that cannot be limited under applicable law (fraud, intentional misconduct, gross negligence, or personal injury).
11. Non-solicitation
For the term of an engagement and 12 months after, neither party will directly solicit for employment the other party's personnel who were involved in the engagement. General public recruiting (advertisements, job boards) and responses to them are not “solicitation.”
12. Term and termination
This MSA starts when both parties sign and runs until all active SOWs are completed or terminated, after which either party can end the MSA on 30 days' notice.
Either party may terminate an SOW for convenience on 14 days' written notice. On termination, you pay for work performed through the termination date, plus any non-cancellable third-party costs we incurred on your behalf.
Either party may terminate immediately for material breach that isn't cured within 15 days of written notice, or for insolvency.
13. Independent contractors
We're independent contractors. Nothing here creates a partnership, employment relationship, or agency between us.
14. Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (natural disasters, war, sanctions, large-scale internet outages, government action). The affected party will notify the other promptly and use reasonable efforts to mitigate.
15. Notices
Formal notices must be in writing and sent to the email addresses on the SOW, or to legal@weblier.com for us. Notices are effective when received.
16. Governing law and disputes
This MSA is governed by the laws of Georgia. The parties agree to resolve disputes in the competent courts located in Tbilisi, Georgia, unless otherwise required by mandatory local law. Before any formal action, the parties will attempt to resolve disputes in good faith by written notice and a call between each side's authorised representatives.
17. Miscellaneous
- Entire agreement. This MSA plus the applicable SOW is the entire agreement between the parties on its subject matter.
- Amendment. Amendments must be in writing and signed by both parties.
- Severability. If a provision is unenforceable, the rest remain in effect.
- Assignment.Neither party may assign this MSA without the other's written consent, except to a successor in a merger or sale of substantially all assets.
- Counterparts. This MSA may be signed in counterparts, including electronically.
18. Contact
Questions about this MSA? Email legal@weblier.com. For a signable copy tailored to your engagement, reach out and we'll send one over.
