Terms of Service – OvernightMVP

1. Parties & Applicability

These Terms of Service ("Terms") govern any MVP build, hosting, or related services provided by We don't need name s.r.o., d/b/a OvernightMVP ("Developer") to the entity that submits an onboarding form and/or signs an Order Form/Statement of Work ("Client"). These Terms apply to all Orders, SOWs, change requests, and related services.

2. Key Definitions

Order / SOW: The Project Scope (Order Form) that references these Terms and sets the project-specific details.
Scope: The Must‑Have features and integrations listed in the Order's §3A (Scope Overview). Only those are committed for the 24‑hour build, unless modified by a signed Change Request.
Kickoff: The start of work after all prerequisites are met (see §7 and the Order's Kickoff Gate checklist).
Delivery: A working MVP deployed to a live URL with repo access and handover notes/credentials, meeting the Order's Definition of Done.
Third‑Party Services: Platforms/APIs used to build/run the MVP (e.g., Vercel, Supabase, Clerk/Auth0, Stripe, Resend, OpenAI, email/SMS providers).

3. Time Standard (UTC)

All dates/times (including Kickoff, the 24‑hour Delivery window, and the 24‑hour Acceptance window) use Coordinated Universal Time (UTC).

4. Ordering & Execution Flow

Client submits the onboarding form and any required assets.
Developer may review and issue Approval to Execute (or request changes).
Developer sends an Order for e‑signature (Signwell). Upon signature:
- Client must complete Stripe authorization for the project fee (manual‑capture hold) by the Authorization Deadline in the Order.
- Kickoff occurs after (a) Order executed; (b) Stripe authorization valid; (c) credentials/assets received; (d) domain/DNS access provided where applicable.
If authorization is not completed by the Authorization Deadline, the Order automatically lapses without liability. Any resumption requires a new Order.

5. 24‑Hour Delivery & Acceptance

Delivery Commitment: Developer will deliver the MVP in 24 hours from Kickoff.
Acceptance: Client has 24 hours from Delivery to review against the Definition of Done in the Order. Acceptance occurs on the earliest of: (a) Client's written acceptance; (b) first production use; or (c) no written defect list (material deviations from Scope) during the review window. Verified defects will be remediated promptly.
Delivery Guarantee: If delivery is not achieved within 24 hours of Kickoff, Client owes $0; if already paid, Developer refunds in full and Client keeps the code delivered to that point. Exclusions/pauses: delays caused by Client (missing assets, approvals, credentials, payments), force majeure, and sustained outages or rate limits of Third‑Party Services. The 24‑hour clock pauses during Client‑caused delays and resumes once resolved.

6. Fees, Taxes, Chargebacks

Project Fee: As stated in the Order (default: $990 USD, VAT/taxes additional). Sequence: Sign → Authorize (hold) → Capture at Kickoff.
Refunds: Non‑refundable after Kickoff, except under the Delivery Guarantee.
Cancellation Before Kickoff: If Client cancels before Kickoff, Developer voids the authorization (or refunds in full where the payment method required immediate capture).
Chargebacks / Reversals: If any payment is reversed/charged back after capture, Developer may suspend hosting, access, and services. If resolved in Developer's favor, Client will promptly pay outstanding amounts plus any processor dispute fees.

7. Third‑Party Services & Usage‑Based Costs

Client‑Funded Services: Where the MVP relies on usage‑based or credit‑based services (e.g., OpenAI, email/SMS, vector storage, bandwidth), Client must provide working credentials and billing setup before Kickoff. Providers bill Client directly under Client accounts.
Temporary Developer Accounts: If Client authorizes temporary use of Developer accounts, Client pre‑approves a written spend cap; Developer passes through actual costs at cost and may invoice weekly (due within 7 days). Developer may suspend usage if the cap is reached or invoices are unpaid.
Key Security: Each party handles API keys/secrets with reasonable care. Developer is not liable for charges arising from compromised keys provided by Client.

8. Scope Changes

Out‑of‑Scope work requires a Change Request with an estimate/timeline. An approved Change Request amends the Order. Change Requests do not affect the 24‑hour commitment unless agreed in writing. Courtesy work does not waive the Change Request requirement.

9. Support, Hosting & Handover

Included: 30 days of hosting and basic support (bug fixes/operational troubleshooting for delivered features; no new features).
After 30 Days: Client may (a) continue hosting at $49/month, or (b) request $99 one‑time migration to Client‑owned accounts. If Client chooses neither, Developer may disable hosting to avoid ongoing costs.
Suspension: Developer may suspend for non‑payment, material breach, or suspected unlawful/harmful/abusive use, on notice (email sufficient).
Handover Package: Live URL, repo access, transferable env vars/credentials, deployment notes.

10. IP & Portfolio

Assignment Mechanics. Upon full payment of the Project Fee (and any approved pass‑through usage charges) or the refund outcome under the Delivery Guarantee, Developer assigns to Client all right, title, and interest in and to the work product created specifically for the MVP (excluding Background IP and third‑party components).
Interim Test License (pre‑payment). Prior to assignment and solely between Delivery and payment capture, Developer grants Client a limited, non‑exclusive, revocable, non‑transferable license to use the work product only for internal testing/evaluation. If payment is not captured (or is reversed), this license automatically terminates and Client will cease use and, upon request, delete copies.
Background IP & Tools. Developer retains all rights in tools, libraries, templates, and know‑how used to create the MVP ("Background IP"). Client receives a perpetual, worldwide, royalty‑free, transferable, sublicensable license to Background IP as incorporated in the MVP, to the extent necessary to use, operate, maintain, and modify the MVP.
Open‑Source & Third‑Party Components. Components provided under open‑source or third‑party licenses are governed solely by their respective licenses. On request, Developer will provide a list of material open‑source licenses used. No warranty or indemnity is given for such components beyond what their licenses allow.
Moral Rights (to the extent permitted by law). Developer waives, and will cause its personnel to waive, moral rights in the work product as incorporated in the MVP.
Portfolio License. Developer may display Client's name/logo, project title, screenshots, and public URLs for portfolio/case studies/marketing. Client may opt‑out by written notice; in any case, Developer will avoid disclosing non‑public Confidential Information.

11. Confidentiality

Each party protects the other's Confidential Information with at least reasonable care; use limited to performing these Terms. Exceptions: public, independently developed, rightfully received, or compelled by law (with prompt notice where lawful). On request or termination, return/destroy Confidential Information (except routine backups and records required by law).

12. Data Protection & Privacy

Roles: For Developer's own website/prospect data, Developer is Controller. When Developer hosts/maintains the MVP for Client, Developer acts as Processor and Client is Controller.
DPA: The parties agree to the Data Processing Agreement (DPA) attached/linked to these Terms. The DPA governs processing, subprocessors, audits, transfers, breach notice, and deletion/return.

13. Warranties; Disclaimers; Indemnities; Liability

Limited Warranty. For 30 days after Acceptance, Developer will correct reproducible bugs in delivered features that materially deviate from the Scope.
Disclaimer. Except as stated, the Services/code/hosting are provided "as is." Developer disclaims all implied warranties (merchantability, fitness, non‑infringement). Developer does not warrant uninterrupted or error‑free operation or specific business outcomes. Outages, limits, or changes by Third‑Party Services are outside Developer's control.
Indemnities. (a) By Developer: Developer will defend and indemnify Client from third‑party claims alleging that the work product (as delivered by Developer and used per the Terms/Order) infringes a third‑party IP right, excluding claims arising from Client content, Client instructions, or Client‑selected components, and excluding open‑source/Third‑Party components used under their licenses. (b) By Client: Client will defend and indemnify Developer from claims arising from Client content, unlawful or non‑compliant use, or Client's breach of these Terms.
Liability Exclusions. Neither party is liable for indirect, special, incidental, punitive, or consequential damages; or loss of profits, revenue, goodwill, data, or business interruption.
Aggregate Cap. Each party's total liability arising out of or related to the Services is capped at the amounts paid or payable for the project giving rise to the claim, except that (i) Client's payment obligations and pass‑through usage costs are uncapped, and (ii) Developer's liability for a proven Personal Data Breach caused by Developer's failure to maintain the security measures described in the DPA is capped at 2× the amounts paid or payable for the project. The foregoing does not limit liability to the extent it cannot be limited under applicable law.
Causation & Third‑Party Services. Developer is not liable for delays or failures to the extent caused by Client's instructions, content, or omissions; by Third‑Party Services; or by failure to provide/maintain required credentials, keys, or funding.

14. Term & Termination

Term runs from Effective Date through Delivery and the included support/hosting period.
Convenience (Pre‑Kickoff). Either party may terminate before Kickoff for any reason on written notice. If terminated pre‑Kickoff, Developer will void any authorization or refund any amount captured (if immediate capture was required by the payment method). No cancellation fee applies.
Material Breach. Either party may terminate for material breach with 7 days' written notice unless cured.
Suspension. Developer may suspend for non‑payment, material breach, AUP violations, suspected unlawful/harmful use, or sanctions/export concerns, on notice (email sufficient).
Effect of Termination. On termination (except pre‑Kickoff lapse/termination), Developer will provide then‑current code and reasonable handover materials; Client will pay all amounts due; return/deletion of Personal Data will occur per the DPA.

15. Governing Law; Disputes

Governing law: Czech Republic. Exclusive venue: courts in Prague, Czech Republic. By mutual written agreement, disputes may be finally resolved by arbitration administered by the Czech Arbitration Court in Prague, in English, with one arbitrator; judgment on award may be entered by any court of competent jurisdiction.

16. Notices; Evidence; Electronic Execution

Email notice is sufficient and deemed delivered when sent (sender's UTC timestamp). Execution via Signwell; the completion certificate (envelope ID; UTC timestamps) controls Effective Date. Developer may retain evidentiary records: fully executed PDF, completion certificate, envelope ID, SHA‑256 hash of the executed PDF, and UTC timestamps of execution and payment authorization.

Notice addresses: see the Order (Client) and: Developer — We don't need name s.r.o., Lidická 700/19, 602 00 Brno, Czech Republic; legal@overnightmvp.com.

17. Entire Agreement; Order of Precedence; Severability

These Terms + the signed Order + any Change Requests + the DPA form the entire agreement. Precedence: DPA controls for personal data processing; then these Terms; then the Order (except that for scope/acceptance criteria, the Order controls). Unenforceable provisions will be limited or severed; the remainder stays in effect. Counterparts/electronic signatures are valid.

Survival. Sections 6 (Fees), 7 (Third‑Party Services & Costs), 9 (Hosting & Handover) (to the extent of post‑termination obligations), 10 (IP & Portfolio), 11 (Confidentiality), 12 (Data Protection & Privacy), 13 (Warranties/Disclaimers/Indemnities/Liability), 15 (Governing Law; Disputes), 16 (Notices; Evidence; Electronic Execution), this 17 (Entire Agreement; Survival), and any provisions that by their nature should survive, will survive termination/expiry.

18. Acceptable Use Policy (AUP)

Client will not use the Services to: (i) violate law, IP, or privacy rights; (ii) transmit malware or perform security testing without written authorization; (iii) send unauthorized bulk communications; (iv) process Prohibited Data (e.g., special categories, children's data, payment card data) unless expressly agreed in writing with appropriate safeguards; (v) engage in high‑risk activities where failure could lead to death or serious injury; or (vi) circumvent rate limits, attempt to access others' data, or interfere with the Services. Developer may update reasonable AUP details from time to time (prospectively) and may suspend for violations.

19. AI/LLM Features

Where the MVP includes AI features:

(a) Human Review. Client is responsible for human review and for all prompts, outputs, and downstream use; no warranty that outputs are accurate, complete, or rights‑cleared.
(b) Data Handling. Unless expressly agreed, Developer will not use Client Confidential Information to train proprietary models; third‑party model providers may process data under their terms.
(c) Restrictions. Client will not input unlawful, highly sensitive, or regulated data unless permitted by law and the DPA, and only with appropriate safeguards.
(d) Pass‑Through Terms. Client agrees to applicable model/vendor terms for AI features.

20. Export Controls & Sanctions

Each party represents that it (and its beneficial owners) is not listed on, owned or controlled by, or acting on behalf of any party on applicable sanctions lists, and is not located in an embargoed territory. Client will not permit access to or use of the Services in violation of EU, UK, U.S., or other applicable export/sanctions laws. Developer may immediately suspend the Services if a sanctions/export concern arises.

21. Anti‑Bribery & Anti‑Corruption

Each party will comply with applicable anti‑bribery and anti‑corruption laws (including the UK Bribery Act 2010 and U.S. FCPA). No facilitation payments or improper advantages will be offered, promised, given, requested, or accepted. Either party may terminate immediately upon reasonable determination that the other has breached this clause.

22. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (including acts of God, natural disasters, war, terrorism, labor disputes, utility failures, widespread cloud/hosting outages, or governmental actions). Obligations are suspended for the duration of the event; the 24‑hour clock pauses and resumes when the event ends. The affected party will provide prompt notice and use reasonable efforts to mitigate. If the event lasts more than 10 days, either party may terminate the affected Order on notice without liability (other than amounts accrued for Services actually performed).