Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the website prime-system.co(the "Site") and the design and software-development services (the "Services") provided by Prime System ("Prime System", "we", "us", "our"). By using the Site or engaging our Services, you agree to these Terms. If you do not agree, please do not use the Site or our Services.

1. Who We Are

Prime System is a product studio that designs, builds and ships custom software — including business applications, MVPs, and full product development. Prime System is operated by Daniel Zhosul, an independent contractor based in Ukraine, trading under the name "Prime System". You can reach us at d.zhosul@gmail.com.

2. About These Terms

These Terms apply to the Site and to our Services generally. For any specific engagement, we will also provide a written proposal, quote or statement of work ("Engagement Document"). Where an Engagement Document conflicts with these Terms, the Engagement Document prevails for that engagement.

3. Our Services

We provide, among other things: custom mobile and web applications for businesses; MVP builds; full product development (SaaS, AI and mobile products); dedicated product teams; and ongoing care and maintenance. Descriptions, packages and prices shown on the Site are indicative and for general information only — they are an invitation to enquire, not a binding offer. The exact scope, deliverables and price of any project are defined in the applicable Engagement Document.

4. Quotes, Scope & How We Engage

• We begin with a free scoping call and then provide a written plan setting out the scope, deliverables, agreed acceptance criteria (the "definition of done"), timeline and price.
• Work begins once you accept the plan and pay any agreed fee or deposit.
• Any change to the agreed scope is handled through a written change request and may affect the price and timeline. We are not obliged to perform work outside the agreed scope.
• Timelines are good-faith estimates and depend on your timely input, feedback and materials.

5. The MVP & Money-Back Guarantee

Our entry offer is a working MVP for a flat fee (currently $5,000 unless otherwise agreed in writing). The guarantee works as follows:

• Before we build, we agree with you, in writing, the acceptance criteria that define what "working" means for your MVP.
• If, on delivery, the MVP does not meet those written acceptance criteria and we are unable to remedy it within a reasonable period, you may request a refund of the MVP fee.
• A refund request must be made in writing within fourteen (14) days of delivery.
• The guarantee applies only where you have provided the required materials, access and feedback in a timely manner and have not changed the agreed scope.
• The refund covers the MVP fee only. It does not cover third-party costs (for example hosting, app-store fees, API or licence costs, or paid services) incurred on your behalf.
• The refund is your sole and exclusive remedy under the guarantee. The guarantee applies to the MVP only — not to the subsequent full build — and does not cover dissatisfaction unrelated to the agreed acceptance criteria.
• Where you accept the MVP, or use it in production or with real customers, it is deemed to meet the acceptance criteria.

6. Fees & Payment

• Fees are stated in the Engagement Document. MVP work is a flat fee; full builds are typically milestone-based; ongoing plans are billed monthly in advance.
• Payments are made through the methods or platforms we agree with you — which may include Upwork, Payoneer, PayPal or Whop. Where an engagement is contracted through a third-party platform, that platform's own terms and fees also apply.
• Unless stated otherwise, invoices are payable within fourteen (14) days of the invoice date.
• We may pause work on overdue accounts after reasonable notice.
• Fees are exclusive of any applicable taxes, which are your responsibility where required by law.

7. Your Responsibilities

• Provide accurate information and the materials, content and access we reasonably need, and respond to requests and feedback in a timely manner.
• Ensure you own or are licensed to use any materials, content, data or trademarks you provide to us.
• Use the Site and any deliverables lawfully, and remain responsible for your own business decisions and for how you operate the delivered software.

8. Intellectual Property

• Upon full payment for a given deliverable, we assign to you the intellectual property rights in the custom work product we created specifically for you as part of that deliverable.
• We retain ownership of our pre-existing materials, tools, frameworks, libraries, templates and know-how, and grant you a non-exclusive licence to use them to the extent they are embedded in your deliverable.
• Open-source and third-party components remain governed by their own licences.
• Unless we have agreed confidentiality or signed a non-disclosure agreement covering it, we may display and describe the work in our portfolio and marketing.

9. Confidentiality

Each party will keep the other's confidential information confidential and use it only to perform or receive the Services. We are happy to sign a mutual non-disclosure agreement on request.

10. Third-Party Services

Our Services may rely on or integrate third-party providers — for example hosting, cloud infrastructure, APIs, payment processors and app stores. These are governed by their own terms, and we are not responsible for their availability, changes, pricing or decisions. App-store or platform approval is never guaranteed.

11. Warranties & Disclaimers

• We provide the Services with reasonable skill and care.
• Beyond the agreed acceptance criteria and any warranty period stated in the Engagement Document, deliverables are provided "as is". We do not warrant that software will be uninterrupted or error-free in every environment.
• We do not guarantee any particular business result — including revenue, funding, users, rankings or growth. Any free go-to-market or monetization plan we provide is guidance based on our experience, not a guarantee of outcomes.

12. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with an engagement is limited to the fees you paid us for the relevant Service in the twelve (12) months before the event giving rise to the claim. We are not liable for indirect, incidental or consequential loss, or for loss of profit, revenue, data or goodwill. Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.

13. Term & Termination

Either party may terminate an engagement as set out in the Engagement Document, or on reasonable written notice. On termination you will pay for all work performed up to the termination date. Monthly plans may be cancelled with the notice stated in the Engagement Document. Sections that by their nature should survive termination — including intellectual property, confidentiality, disclaimers and limitation of liability — will survive.

14. Changes to These Terms

We may update these Terms from time to time. The current version is always posted here with its "last updated" date. Your continued use of the Site or Services after a change constitutes acceptance of the updated Terms.

15. Governing Law & Disputes

These Terms are governed by the laws of Ukraine, where Prime System is based, and the courts of Ukraine have jurisdiction, except where mandatory local law that applies to you provides otherwise. Where an engagement is contracted through a third-party platform (for example Upwork), that platform's terms and dispute-resolution process may also apply to that engagement. The parties will first attempt to resolve any dispute in good faith.

16. Contact

Questions about these Terms? Email us at d.zhosul@gmail.com.