Terms of Service

These Terms of Service (“Terms”) govern the provision of services by BuildFlow Angelika Kotarba, ul. 1 Maja 13/1, 78-100 Kolobrzeg, Poland, NIP: 6711821792, REGON: 364919712, trading as Whispr (“Service Provider”, “we”, “us”) to clients engaging our services (“Client”).

Whispr is a software house specialising in bespoke web applications, AI-powered automation systems, and operational dashboards for businesses. These Terms apply to project engagements delivered under individual proposals and agreements - they do not apply to any SaaS products operated under BuildFlow-group brands.

Whispr delivers services across the following tiers (current descriptions and pricing are at whispr.marketing/pricing):

• Website - a bilingual, conversion-focused marketing site on Next.js with SEO, structured data, and full code handover. From 2,000 EUR.
• Automation - one high-value AI system eliminating a repeating process (Claude API chatbot, lead capture + CRM sync, document processing, or an integration replacing a spreadsheet), delivered as owned software. From 3,500 EUR.
• Command Center - an operational dashboard connected to real business data sources, with an alerting and AI layer. From 8,000 EUR + optional care plan.
• Custom Build - a bespoke application or SaaS platform built from scratch to an agreed specification, with named milestones and a fixed price. Projects from 15,000 EUR.

Every engagement offers an optional care plan - a recurring maintenance, minor updates, and technical support service after project delivery. Care plan terms are set out in the individual proposal.

[PENDING legal review: prices and tier descriptions should be verified against the live pricing page whenever updated, to keep these Terms current.]

Every engagement follows a standard process:

1. Qualifying call (free, approx. 20 min) - a no-cost initial consultation to discuss your problem, scope, and budget. If the project is not a suitable fit, we will say so directly.
2. Written scoped proposal - the Client receives a document with delivery scope, an explicit “not included” list, milestones, timeline, and a fixed price. Proposals are valid for 14 days from the issue date unless stated otherwise.
3. Agreement - the contract is formed by signing the proposal or a separate service agreement. No written confirmation means no obligation on either side.
4. Deposit and project start - work begins upon receipt of the deposit (typically 30-50% of the project value, unless the proposal states otherwise). Payment details are set out in the proposal.
5. Milestone delivery and sign-off - the project is delivered in agreed milestones. Each milestone is subject to Client sign-off. Feedback must be provided within 7 business days of delivery; no response is treated as acceptance.
6. Final handover - upon final sign-off and settlement of all outstanding fees, the Service Provider transfers full access to the code repository and infrastructure to the Client.

The fee, payment schedule, and currency are set out in the proposal. Unless the proposal states otherwise:

• Invoices are issued in EUR or PLN as agreed, with a 14-day payment term.
• In the event of late payment, the Service Provider may suspend work until payment is received, or charge statutory interest for late payment in accordance with Polish law.
• Care plan fees (where ordered) are invoiced monthly in advance with a 14-day payment term.

[PENDING legal review: BuildFlow is exempt from Polish VAT under Art. 113 of the VAT Act (ryczalt regime, 200,000 PLN annual threshold). Invoices are issued without VAT. Verify current status before any regulatory change or threshold crossing.]

The Client acquires full rights to the delivered code and materials upon settlement of all fees.

The Service Provider assigns to the Client all economic copyright in works created exclusively for the project, effective on receipt of all payments. Until that point, the Client holds a licence to use the delivered materials to the extent necessary for the engagement.

The following elements remain the Service Provider's property and are not transferred:

• Open-source libraries, frameworks, and components (MIT, Apache 2.0, etc.) used during delivery - rights are governed by their own licences.
• General knowledge, working methods, and professional expertise of the Service Provider.
• Pre-existing internal tools and templates of the Service Provider, unless created exclusively for the project.

The Service Provider may reference the project in its portfolio and marketing materials (e.g. as a case study description) unless the Client requests confidentiality in the proposal or agreement.

The optional care plan is a separate service provided after project delivery. It covers, as standard:

• Uptime monitoring and security patches.
• Minor fixes and changes within a defined monthly hours budget (details in the proposal).
• Priority email support for technical issues.

The care plan does not cover new features, redesigns, or work exceeding the agreed scope - these are quoted separately. Either party may terminate the care plan with one month's written notice.

• Providing materials, access, and information required for the project in a timely manner.
• Designating a single point of contact authorised to make decisions on behalf of the Client.
• Completing milestone sign-offs within the agreed timescale (7 business days).
• Making payments on time in accordance with the agreed schedule.
• Not using the delivered software for any unlawful purpose or in a way that infringes third-party rights.

To the maximum extent permitted by applicable law:

• The Service Provider is not liable for indirect losses or loss of profit arising from the services or inability to provide them.
• The Service Provider's total liability under a single agreement is limited to the fees paid by the Client under that agreement.
• The Service Provider is not liable for failures or changes to third-party services (Vercel, Supabase, Stripe, Google, Calendly, etc.) affecting the delivered software.
• The Client is responsible for data backups and hosting environment configuration after project handover.

[PENDING legal review: the limitation-of-liability clause should be reviewed by a lawyer against the Polish Civil Code, particularly regarding consumer protection rules (B2C vs. B2B).]

Both parties agree to keep confidential any commercial and technical information of the other party obtained during the engagement. This obligation lasts for 3 years after the engagement ends unless otherwise agreed. It does not apply to information that is publicly available or disclosed pursuant to a legal obligation.

Any material change to the scope relative to the signed proposal requires written agreement from both parties and may result in a revised price or timeline. The Service Provider has the right to quote for additional scope before undertaking it. Minor amendments within the single revision round included in the proposal do not require a separate quote.

By the Client: The Client may terminate the agreement at any time in writing. The Service Provider is entitled to pro-rata fees for work completed up to the termination date; the deposit is non-refundable and is applied to cover costs incurred and the reserved timeslot.

By the Service Provider: The Service Provider may terminate immediately in the event of: material breach by the Client (including payment delay exceeding 14 days), unlawful or unethical conduct by the Client, or the project becoming impossible to continue due to reasons within the Client's control. The Service Provider may also terminate with one month's notice without stating a reason.

These Terms are governed by Polish law. The parties will first attempt to resolve any disputes amicably. If no agreement is reached, disputes will be referred to the courts of competent jurisdiction for the Service Provider's registered address (Kolobrzeg / Koszalin area), unless mandatory consumer-protection rules require otherwise.

[PENDING legal review: where Clients are consumers (B2C), verify that the jurisdiction clause does not conflict with mandatory rules on consumer venue in their country of residence.]

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. Failure to exercise a right does not constitute a waiver of that right.

The Service Provider may update these Terms. Clients under active agreements will be notified of material changes at least 14 days in advance. Continuing the engagement after the stated date constitutes acceptance of the updated Terms.