Terms of Service

Manawaroa ("we", "us") is a Delaware limited liability company. We provide software development consulting to businesses and individuals.

You can reach us at hello@manawaroa.io. Our website is https://manawaroa.io.

By engaging us or signing a statement of work, you agree to these terms.

We provide professional services related to software, and support plans that keep software we built running. We do not sell physical goods.

Our services include:

• Putting AI into business workflows
• Connecting business systems to each other
• Custom software design and development
• Extending and modernizing existing systems
• Taking over stalled projects
• Support plans, billed monthly or annually, such as hosting, maintenance, and access to tools we provide

We comply with United States sanctions and export control laws. We do not provide services to anyone located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, or to anyone on a US government restricted or denied party list. You confirm that neither you nor your owners are in either category.

You are responsible for export compliance for your own software, including any deliverables we create for you. If your software is subject to export controls, you must tell us before we begin work.

We do not build or help build software for unlawful purposes. If we learn that an engagement is being used to break the law or to harm others, we may end it immediately under our Cancellation Policy.

Every engagement is scoped in a written statement of work ("SOW") signed by you and by Manawaroa. The SOW describes the work, the schedule, the billing model, and any assumptions.

If a SOW conflicts with these terms, the SOW controls for that engagement. If something is not covered by the SOW, these terms apply.

Work outside the scope of a SOW requires a written change to the SOW or a new SOW. We will not bill you for out-of-scope work you did not agree to in writing.

Project work is billed for a fixed fee. The SOW states the fee and any deposit. Support plans are billed as described under Support plans below. We do not publish standard prices; fees are set per engagement.

We invoice through Stripe. Invoices are sent by email and can be paid online by card or by another method Stripe offers. Manawaroa never sees or stores your full card number.

The SOW states when invoices are issued, for example per milestone or on completion.

A support plan keeps software we built running after it launches. The SOW for the plan lists what it covers, such as hosting, maintenance, updates, and access to tools we provide, and states its price.

Plans are billed in advance through Stripe, monthly or annually, as the SOW for the plan states. A plan renews automatically at the end of each billing period until it is cancelled, and you receive a receipt or invoice for every charge.

Either party can cancel a plan with 30 days written notice. Plan charges are not refundable. Our Cancellation Policy and our Refund and Dispute Policy give the details.

Tools we provide under a plan, such as an AI assistant, are licensed for your use while the plan is active. They stay ours, and your access ends when the plan ends. Your software, code, and content stay yours.

Invoices are due by the date stated on the invoice or in the SOW.

Fees are stated in US dollars and do not include taxes. If a tax applies to our services, it will appear on the invoice.

If you believe an invoice is wrong, tell us within 30 days of the invoice date and we will review it. Our Refund and Dispute Policy explains how. This window applies to disputes about an invoice. It does not limit refunds of prepaid work that has not started when an engagement ends, which are handled under our Cancellation Policy.

If an invoice is overdue, we may pause work on your engagement until the balance is paid. We will tell you by email before we pause.

Overdue balances may accrue interest and collection costs where the SOW provides for them and to the extent applicable law allows.

Our work depends on your cooperation. You agree to:

• Give us timely access to the people, systems, code, and information the SOW requires
• Review deliverables and respond to questions within a reasonable time, or within the time the SOW sets
• Make sure you have the right to share any code, data, or materials you give us
• Keep your own backups of your systems and data
• Pay invoices on time

When you have paid all fees due under a SOW, you own the deliverables created specifically for you under that SOW. Until then, Manawaroa keeps ownership and grants you a license to use the deliverables for evaluation.

Manawaroa keeps ownership of tools, libraries, templates, and code we created before or outside your engagement, and of general know-how, methods, and skills we use or develop while working. Where any of these are included in your deliverables, you receive a perpetual, non-exclusive, royalty-free license to use them as part of those deliverables.

Open source components keep their own licenses. We will tell you which open source licenses apply to your deliverables when you ask.

We treat your code, data, business information, and plans as confidential. We use them only to perform the engagement and share them only with people who need them to do that work and who are bound by the same obligation.

This does not cover information that is public, that we already knew, that we receive from someone else without restriction, or that we are required by law to disclose. If the law requires disclosure, we will tell you first where we are allowed to.

These obligations last for three years after the engagement ends, or longer where the SOW says so. If you need a separate non-disclosure agreement, we are happy to sign one.

We will perform our services with reasonable skill and care, consistent with professional standards in the software industry.

Except for that promise, our services and deliverables are provided "as is". We do not promise that software will be error-free, uninterrupted, or fit for any particular purpose, and we disclaim all other warranties, express or implied, to the extent the law allows.

If you believe a deliverable does not match its SOW, tell us as soon as you can, and within 30 days of the invoice date for that work, so we can review it under our Refund and Dispute Policy. We will correct work that does not conform to the SOW. Unless the SOW provides another remedy, correction is your sole remedy for a non-conforming deliverable.

To the extent the law allows, Manawaroa's total liability to you for all claims arising from an engagement is capped at the fees you paid to Manawaroa under the relevant SOW in the 12 months before the event that gave rise to the claim.

To the extent the law allows, neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost data, or lost business, even if told they were possible.

These limits do not apply to a party's breach of confidentiality, to amounts you owe us for services, or to liability that cannot be limited by law.

Manawaroa is an independent contractor. Nothing in these terms or a SOW creates an employment, partnership, joint venture, or agency relationship.

We decide how and when the work is done, consistent with the SOW. We are responsible for our own taxes, insurance, and benefits. Neither party may make commitments on behalf of the other.

These terms and every SOW are governed by the laws of the State of Nebraska, without regard to its conflict of law rules.

If we have a disagreement, we both agree to try to resolve it through good-faith discussion first. Email hello@manawaroa.io and we will respond within 3 business days. If we cannot resolve it within 30 days, either party may bring a claim in the state courts in Douglas County, Nebraska, or in the United States District Court for the District of Nebraska, and both parties consent to those courts.

If any part of these terms is found unenforceable, the rest still applies. A failure to enforce a term is not a waiver of it.

Neither party is responsible for delays caused by events outside its reasonable control, such as natural disasters, outages of third-party services, or government action, as long as it tells the other party promptly.

Neither party may assign these terms or a SOW without the other's written consent, except to a successor that acquires substantially all of its business.

These terms, together with the applicable SOW and our Refund and Dispute, Cancellation, and Privacy Policies, are the whole agreement between us for an engagement.

We may update these terms from time to time. The effective date at the top shows when they last changed.

Changes do not apply to a SOW that was already signed unless you agree to them in writing. New SOWs are governed by the terms in effect when they are signed.

Questions about these terms, an invoice, or an engagement: email hello@manawaroa.io. We respond within 3 business days.