Terms & Conditions

These Terms and Conditions ("Terms") govern the provision of services by Truly Not Limited ("we," "our," or "us"), a company registered in Hong Kong, and its US subsidiary Truly Not Limited LLC. By engaging our services, you ("Client") agree to be bound by these Terms.

1. Services

We provide freelance development, consulting, and marketing technology services as agreed upon in individual project proposals or statements of work ("SOW"). The specific scope, deliverables, timeline, and compensation for each engagement will be outlined in the applicable SOW, which forms part of these Terms.

2. Project Proposals & Acceptance

Prior to commencing work, we will provide the Client with a written proposal or SOW detailing the project scope, deliverables, timeline, and pricing. Work will not commence until the Client has accepted the proposal in writing (including email acceptance). Any changes to the agreed scope must be documented in a written change order signed by both parties.

3. Payment Terms

Payment terms will be specified in each SOW. Unless otherwise agreed, a deposit may be required before work begins. Invoices are due within 14 days of issuance. Late payments may accrue interest at 1.5% per month. We reserve the right to pause work on any project with outstanding overdue payments.

4. Intellectual Property

Upon full payment, the Client will own all rights to the custom work product created specifically for their project, as defined in the SOW. We retain the right to use general-purpose tools, frameworks, libraries, and methodologies developed or utilized during the project. We may reference the project in our portfolio unless the Client requests otherwise in writing.

5. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This obligation survives the termination of the agreement. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

6. Warranties & Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. We will address any defects in our deliverables reported within 30 days of delivery at no additional cost. Beyond this warranty period, additional work will be subject to new terms and pricing. We make no guarantees regarding specific business outcomes, revenue, or performance metrics.

7. Limitation of Liability

Our total liability arising from any engagement shall not exceed the total fees paid by the Client for that specific engagement. We shall not be liable for any indirect, incidental, consequential, or special damages, including lost profits, even if advised of the possibility of such damages.

8. Termination

Either party may terminate an engagement with 14 days written notice. Upon termination, the Client shall pay for all work completed up to the termination date. Any deposits for uncompleted work will be refunded on a pro-rata basis. We will provide the Client with all completed work product upon receipt of final payment.

9. Independent Contractor

We operate as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. We retain full control over the manner and means of performing our services.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

11. Modifications

We reserve the right to update these Terms at any time. Changes will be posted on this page. Existing engagements will continue to be governed by the Terms in effect at the time the SOW was accepted.