Contract framework and mutual obligations

This page describes the legal framework of working together. Each project's contract is written on this framework, and its specifics (scope, milestones, amounts, schedule) are set out in that contract's annexes.

1. Definitions

Provider: SysaiQ, the professional trading name of Hamed Abooali (a natural person), at No. 25, Adel Babaei Alley, Ghavidel (Ashna) Alley, Tohid St., Qazvin, Iran.
Client: the natural or legal person who signs the contract.
Contract: the document signed by the Provider and the Client, together with its annexes.
Written proposal: the pre-contract document that fixes the scope, deliverables, milestones, schedule and amounts, and becomes an annex once approved.
Scope of work: the precise list of deliverables and the acceptance criteria of each.
Milestone: a part of the scope with a defined deliverable, amount and deadline.
Acceptance: the Client's written confirmation that a milestone's deliverable is accepted.
Change request: a written request to add, remove or alter part of the scope.
Working day: an official working day per the Iranian calendar, excluding public holidays; the Provider's working hours: not specified.

2. How the contract is formed (seven steps)

Request: the Client states the need through the contact form, by phone or by email.
Discovery: a session in person in Qazvin or online; goal, users, constraints and existing systems are reviewed.
Written proposal: the Provider sends a written proposal with the scope, milestones, schedule, amounts and payment terms. Proposal validity: stated in the written proposal.
Revision and agreement: the parties finalise the proposal; the final version becomes an annex of the contract.
Signature: the contract is signed in person in Qazvin or electronically. An electronic signing method must clearly show each party's identity and consent and be named in the contract.
Deposit: the contract comes into force when the deposit of stated in the written proposal is received against the first-milestone invoice.
Start: work starts on the working day after the deposit is received and the initial access and inputs are provided.

Before signature and receipt of the deposit, neither party owes the other anything.

3. Order of precedence

Where documents conflict, the order of precedence is:

the signed contract and its signed amendments (the later prevails over the earlier);
the final written proposal and the scope annex;
approved change requests;
this framework and the service charter;
the parties' written correspondence.

4. Scope and change requests

Only what is written in the scope of work is covered by the contract.
A change request is recorded in writing; the Provider states its effect on the amount and the schedule, and work on it starts after the Client's written approval.
Small changes with no effect on amount or schedule are made without an amendment, recorded in correspondence.

5. Staged payment, invoices and pay links

Amounts are stated per milestone in the contract. Milestone split: stated in the written proposal.
An invoice is issued for each milestone. Payment is made through an online pay link (Iranian gateway) or by bank transfer with a receipt; the date of receipt counts.
Card details are not stored by the Provider; online payment happens on the gateway's own page.
Tax status and invoicing: stated in the written proposal.
A late payment for a milestone postpones the start of the next one by the same period. If the delay exceeds stated in the written proposal, the Provider may pause the work.

6. Schedule and delays

The milestone schedule is in the contract's annex and depends on receiving the Client's inputs (content, access, feedback, decisions) on time.
A delay by the Client in providing inputs extends the Provider's deadlines by the same period.
An unjustified delay by the Provider entitles the Client to set a reasonable written deadline and, if the delay continues, to act under clause 12.
If the project stalls for more than stated in the written proposal because the Client is unresponsive, the Provider may treat it as ended; completed work is settled under clause 12.

Mutual obligations: the provider and the recipient of the services. The next two clauses list each party's obligations separately.

7. Obligations of the Client (recipient of the services)

provide content, images, access (domain, hosting, third-party accounts) and required decisions on time;
name one decision-maker who approves deliverables;
give written feedback within stated in the written proposal;
pay each milestone invoice on time;
warrant that the material provided (text, images, logo, data) belongs to the Client or is licensed for use;
comply with the laws governing its own business (licences, trust seals, online-sales rules); the Provider is not responsible for the Client's content or business activity.

8. Obligations of the Provider (provider of the services)

deliver the scope of work to its acceptance criteria and to a professional standard;
report status at the end of each milestone and flag any obstacle promptly;
follow the security baseline (HTTPS, input validation, safe handling of keys and passwords);
hand over source code, access and deployment documentation at the end of the project;
fix defects covered by the warranty at no cost (clause 11);
keep the Client's information confidential (clause 10).

9. Intellectual property

On full settlement, ownership of the bespoke code, design and content produced for the project passes to the Client.
The Provider's generic, reusable components (libraries, patterns, internal tools) remain the Provider's property; the Client receives a perpetual, non-exclusive licence to use them within the project.
Open-source components and third-party services are governed by their own licences.
Until full settlement, the deliverables remain the Provider's property and the Client has a trial-use right only.
A SysaiQ name and link in the site footer and showing the project in the portfolio: stated in the written proposal; the Client may object in writing.

10. Data protection and confidentiality

Any non-public information one party receives from the other is confidential and is used only to perform the contract.
The Provider accesses the Client's user data only as far as needed for delivery and support, and makes no other use of it.
The Client is responsible for complying with data-protection rules in its own business (informing users, obtaining consents); the Provider supplies the technical means.
The confidentiality obligation continues after the contract ends.
Backup retention on the Provider's side: stated in the written proposal.

11. Bug-fix warranty and SLA

A defect is behaviour that contradicts the approved acceptance criteria. Defects are fixed at no cost for stated in the written proposal after final delivery.
Not covered: changed requirements, changes in third-party services (gateway, SMS, APIs), changes made to the code by the Client or a third party, hosting or server failures outside the Provider's control.
Support after the warranty is a separate support contract. Response and resolution times by severity and tier: stated in the written proposal.
The Provider does not guarantee uninterrupted operation of third-party services or any specific business outcome.

12. Termination and refunds

Either party may terminate the contract by written notice with a reasonable period.
Accepted and settled milestones are not refunded; work done on the current milestone is calculated pro rata; work not performed is refunded.
On termination for a material breach by the Provider, the amount of the unfinished milestone is returned to the Client.
Deliverables settled up to termination are handed over to the Client under clause 9.
Refund method and time: stated in the written proposal. Details are in the cancellation and refund policy.

13. Limitation of liability

Except for wilful misconduct or a breach of confidentiality, each party's liability to the other is capped at the amounts paid under the same contract.
Neither party is liable for indirect losses (lost profit, business interruption, data loss caused by the absence of backups on the Client's side).
Trading and analytics software is a software-engineering tool only; the Provider gives no signals, investment advice or asset management and is not responsible for the financial results of using such tools.

14. Force majeure

If an event beyond a party's reasonable control (natural disaster, war, widespread internet or infrastructure outage, sanctions and new restrictions on access to foreign services, a change in law) makes performance impossible, that party is not liable for the delay during the event.
The affected party must notify the other in writing without delay and work to reduce the impact. If the event continues beyond a reasonable period, either party may end the contract with settlement of the work performed.

15. Dispute resolution and jurisdiction

direct discussion between the parties and an attempt at an amicable settlement;
failing agreement, a formal written notice describing the dispute and setting a response period;
if the dispute remains, the competent forum is the courts of the city of Qazvin, and the laws of the Islamic Republic of Iran apply.

16. Notices

Formal notices are given in writing to the email address recorded in the contract (for the Provider: info@sysaiq.com) or the postal address recorded in it (for the Provider: No. 25, Adel Babaei Alley, Ghavidel (Ashna) Alley, Tohid St., Qazvin, Iran).
An email notice is deemed received on the working day after sending, unless a delivery failure is reported.
Messaging apps and phone calls are for day-to-day coordination, not formal notice.

17. Sample annexes

Every contract carries these annexes; blank samples are sent on request before signature:

Annex	Contents
A — Scope of work	deliverables and the acceptance criteria of each
B — Milestones and schedule	milestones, the deliverable of each, deadlines
C — Amounts and payment	amount per milestone, deposit, payment method
D — Third-party costs	domain, hosting, SMS, gateway, APIs — in the Client's name
E — Access and inputs	the access and content the Client provides
F — Support (optional)	support tier, response times, duration