Professional Services and Commission Policy

PROFESSIONAL SERVICES, CONSULTING, AND COMMISSION ENGAGEMENTS

Change Notice (20 October 2026): We have added how retainer deposits, invoice timing, late payment and unused hours work (Section 6.5(f) to (i)), and the deposit for one-off projects (Section 6.5, Quotes, One-Off Projects and Invoicing, paragraph (e)).

Change Notice (20 October 2026): We have added codebase cleanup to our services (Section 2.1(e)), described how its paid assessment works (Sections 4.1(f), 5.5 and 6.5), and extended the review period for custom software to codebase cleanup (Section 5.4(d)).

Change Notice (9 October 2026): We have added a right for consumers to cancel within fourteen (14) days (Section 6.4), made our refund wording subject to it, and added a statement of your statutory rights (Section 9.3).

Change Notice (14 October 2026): We have added a statement that the example projects and prices on our website are rough estimates and not quotes (Section 6.1(e)), and named social media management in our community management services (Section 2.1(c)).

Change Notice (12 October 2026): We have added how we manage accounts and report on work (Section 5.4), our retainer, quoting and invoicing terms (Section 6.5), your ownership of the work we create for you (Section 7.1(d)), our right to name clients for credibility (Section 7.2(e)), our confidentiality practices (Section 8.1), and our early termination terms (Section 10.3).

1. INTRODUCTION AND SCOPE

1.1. Policy Overview

This Professional Services and Commission Policy (“Policy”) establishes the terms, conditions, and procedures governing professional services, consulting engagements, and commission-based work provided by SpellWare (“we,” “us,” “our,” or “the Company”). This Policy operates within our comprehensive legal and policy framework, incorporating our Terms of Service, Privacy Policy, Community Code of Conduct, and all applicable legal protections by reference.

1.2. Legal Framework Integration

IMPORTANT: This Policy does not create any binding service agreements. All professional services engagements require separate written agreements that supersede this Policy. Comprehensive disclaimers, warranty limitations, and liability protections are set forth in our Limitation of Liability and Indemnification Policy, which is incorporated herein by reference.

1.3. Scope of Application

This Policy applies to: (a) All professional services and consulting engagements; (b) All commission-based development and technical work; (c) All mentorship and training services; (d) All initial consultations and project discussions.

2. AVAILABLE SERVICES

2.1. Service Categories

We offer professional services in the following categories:

(a) Discord Bot Development: Custom bot development to enhance server functionality, including feature implementation, integration services, and ongoing maintenance; (b) Web Development: Website and web application development services, ranging from simple websites to complex web applications, including front-end and back-end development; (c) Community Management: Strategic consulting and services for growing and maintaining thriving online communities, including moderation strategies, engagement programmes, social media management, and community growth planning; (d) Technical Consulting: Expert technical advice and consultation on technology-related projects, decisions, and strategic planning; (e) Codebase Cleanup: A one-off engagement to refactor an existing codebase for maintainability, performance, and security. It begins with a paid assessment, after which the cleanup is quoted as a fixed project.

2.2. Service Limitations

IMPORTANT DISCLAIMERS: (a) Services are provided subject to availability and our sole discretion to accept or decline engagements; (b) Service scope, deliverables, and timelines are determined through separate written agreements; (c) We reserve the right to refuse service for any reason, including conflicts of interest, resource constraints, or project incompatibility; (d) All services are subject to our Terms of Service, Acceptable Use Policy, and applicable legal frameworks.

3. ENGAGEMENT OPTIONS AND CONSULTATION SERVICES

3.1. Initial Consultation Services

We offer structured consultation services to assess project needs and determine appropriate engagement approaches:

3.2. Quick Sync Consultation (15 Minutes)

Purpose and Scope: (a) Intended Use: Initial project discussions, quick advice, or community plan reviews for well-defined product ideas; (b) Duration: Fifteen (15) minutes; (c) Outcome: Rapid insights and directional guidance for project planning; (d) Limitations: Quick sync consultations provide preliminary guidance only and do not constitute comprehensive project planning or binding service commitments.

3.3. In-Depth Consultation (30 Minutes)

Purpose and Scope: (a) Intended Use: Detailed project planning, technical strategy discussions, or exploration of long-term collaboration opportunities for complex, long-term, or in-depth projects; (b) Duration: Thirty (30) minutes; (c) Outcome: Comprehensive project assessment and tailored recommendations; (d) Limitations: In-depth consultations provide strategic guidance but do not constitute binding service agreements or guarantee project acceptance.

3.4. Mentorship Session (60 Minutes)

Purpose and Scope: (a) Intended Use: Personalised guidance and skill development for individuals seeking to enhance skills in development, community management, or related technical areas; (b) Duration: Sixty (60) minutes; (c) Outcome: Personalised learning path recommendations, hands-on project guidance, and ongoing support planning; (d) Limitations: Mentorship sessions provide educational guidance and do not create ongoing mentorship relationships unless separately agreed.

3.5. Consultation Terms and Conditions

IMPORTANT: (a) Consultation services are provided for informational and planning purposes only; (b) Consultations do not create any binding service agreements or commitments; (c) All consultation outcomes, recommendations, and advice are provided “as is” without warranties; (d) Consultation fees, if applicable, do not guarantee project acceptance or service provision, and are non-refundable except as set out in Section 6.4.

4. SERVICE ENGAGEMENT PROCESS

4.1. Initial Inquiry and Assessment

Engagement Process: (a) Commission Request Submission: Submit initial inquiries through our commission request form; (b) Initial Review: We review all commission requests to assess project scope, compatibility, and resource availability; (c) Consultation Scheduling: Appropriate consultation services may be scheduled to discuss project requirements and engagement options; (d) Project Assessment: Comprehensive assessment of project feasibility, timeline, and resource requirements; (e) Introductory Calls: Where we schedule a call to evaluate your commission request, that call is not invoiced. A meeting that you book yourself through our scheduling calendar is a paid meeting; (f) Paid Assessments: For a codebase cleanup, the assessment that follows the introductory call is a paid engagement under its own written service agreement. The introductory call itself is not invoiced.

4.2. Service Agreement Requirements

Formal Engagement: (a) All professional service engagements require separate written service agreements; (b) Service agreements specify project scope, deliverables, timelines, compensation, and terms; (c) No services are provided until a written service agreement is executed by both parties; (d) Service agreements supersede this Policy and establish binding terms for specific engagements.

4.3. Project Acceptance and Rejection

Engagement Decisions: (a) We reserve the right to accept or decline any project at our sole discretion; (b) Project acceptance is subject to resource availability, project compatibility, and our assessment of project feasibility; (c) We are not obligated to provide reasons for project rejection; (d) Consultation fees, if paid, are non-refundable regardless of project acceptance or rejection, except as set out in Section 6.4.

5. SERVICE QUALITY AND DELIVERABLES

5.1. Service Standards

We are committed to delivering high-quality professional services: (a) Expertise: Years of experience in development, community management, and technical consulting; (b) Flexibility: Multiple engagement options to accommodate diverse project needs and preferences; (c) Personalised Approach: Tailored solutions addressing unique project challenges and requirements; (d) Quality Commitment: Focus on delivering high-value insights and solutions in every engagement.

5.2. Deliverable Specifications

Service Deliverables: (a) All deliverables are specified in individual service agreements; (b) Deliverables are provided in accordance with agreed specifications and timelines; (c) We reserve the right to modify deliverables with client consent and appropriate agreement amendments; (d) Deliverable acceptance and approval processes are established in service agreements.

5.3. Service Limitations and Disclaimers

IMPORTANT DISCLAIMERS: (a) Services are provided “as is” subject to the limitations and disclaimers in our Limitation of Liability and Indemnification Policy; (b) We do not guarantee specific project outcomes, business results, or performance metrics; (c) Service quality and outcomes may vary based on project complexity, client cooperation, and external factors; (d) We are not responsible for client decisions made based on our services or recommendations.

5.4. Account Management and Reporting

Service Delivery: (a) Each client engagement has a dedicated account executive, who acts as your liaison with the company, is responsible for delivering the work and maintaining client communication, and escalates to Naomi Carrigan as needed; (b) For individual mentorship, Naomi Carrigan acts as your account executive; (c) At the start of each week of an ongoing engagement, we send a message through your standard communication channel setting out what we did, what did not get done, and what we are doing that week; (d) For custom software and codebase cleanup, you may review the work against the agreed specification or scope. We amend any issue that does not match it before the contract is closed out, and any substantial change or addition to the specification or scope requires renegotiating the cost of the work; (e) We reserve the right to end a feedback discussion that has devolved into a dispute over trivial details, so that we can continue to deliver the work.

5.5. Codebase Cleanup

Terms for Codebase Cleanup: (a) Phases: The assessment and the cleanup are separate pieces of work. The assessment produces a written findings report and a quote for the cleanup; (b) Findings Report: You keep the findings report. You pay for it through the assessment fee, and you keep it whether or not you commission the cleanup; (c) Security: Codebase cleanup is not a penetration test, a security audit, or a compliance assessment. We fix common security problems that we find, and we report what we found. We do not guarantee that your software is free of vulnerabilities; (d) Behaviour: We keep the existing behaviour of the software unless the agreed scope states otherwise. New features are not part of this service; (e) Performance: We measure performance against a baseline recorded in the assessment. We do not guarantee a specific improvement; (f) Your Responsibilities: You must have the right to share the code with us, give us access and a working development environment, keep your own backups and version control, and tell us of any third-party licence terms that affect the code; (g) Invoicing and Start: We invoice the assessment fee immediately after the introductory call, once we have finalised the quote for the assessment. We begin the assessment when you have paid the invoice. The assessment and the cleanup are separate line items, and the assessment fee is not credited against the cleanup; (h) Minimum: The forty (40) hour minimum for one-off projects in Section 6.5 does not apply to the assessment.

6. COMPENSATION AND PAYMENT TERMS

6.1. Fee Structure

Compensation Arrangements: (a) Consultation fees, if applicable, are specified at the time of consultation scheduling; (b) Professional service fees are established in individual service agreements; (c) Payment terms, schedules, and methods are specified in service agreements; (d) All fees are non-refundable except as specifically provided in service agreements, in Section 6.4, or where the law requires; (e) Example projects and prices on our website are rough estimates, provided to help you gauge scale. They are not quotes or offers. We provide a quote once we understand the scope of the work, and your service agreement sets the price.

6.2. Payment Processing

Payment Methods: (a) Payments are processed through secure third-party payment processors; (b) Payment processing is subject to third-party platform terms and conditions; (c) We are not responsible for payment processing delays or issues caused by third-party platforms; (d) Payment information is handled in accordance with our Privacy Policy and applicable data protection laws.

6.3. Refund Policy

Refund Terms: (a) Consultation fees are non-refundable, subject to Section 6.4; (b) Professional service refunds are governed by individual service agreements; (c) Refund requests must be submitted in writing and are subject to our review and approval; (d) Subject to Section 6.4 and your statutory rights, we reserve the right to refuse refunds for services already provided or work already completed.

6.4. Right to Cancel for Consumers

Your Right to Cancel: (a) Our services are provided at a distance, online and by email. If you are an individual acting wholly or mainly outside your trade, business, craft, or profession (a “Consumer”), you have the right to cancel a service agreement or a booked consultation within fourteen (14) days after the day it is made, without giving a reason; (b) This right does not apply if you are engaging us for business purposes. Cancellation is then governed by your service agreement; (c) Where you live in another country, similar rights may apply under local law. Nothing in this Policy limits them.

How to Cancel: (a) Tell us clearly in writing, for example by email to [email protected]. You do not need to use a particular form; (b) Your notice is in time if you send it before the fourteen (14) days end.

Refunds: (a) If you cancel within the fourteen (14) days, we will refund all payments you have made for the cancelled service within fourteen (14) days of the day we receive your notice, to the payment method you used and without charging you for the refund; (b) We do not begin a service within the fourteen (14) days unless you expressly ask us to, in the service agreement, in the booking, or in writing; (c) If you ask us to begin within the fourteen (14) days and then cancel, you pay an amount in proportion to what we have provided up to the time you told us you were cancelling, compared with the full price. A consultation begins when both you and we have joined the call; (d) If a service is fully provided within the fourteen (14) days, and you expressly asked us to begin and acknowledged that you would lose your right to cancel once it was fully provided, you can no longer cancel it. This applies, for example, to a consultation that has taken place.

6.5. Retainer Engagements and Billing

Retainer Contracts: (a) Retainer contracts have a minimum term of twelve (12) months; (b) The hours covered by a retainer contract are set out in the contract, based on your organisation’s needs; (c) Additional hours in a given week may be purchased at a flat rate of 1.5 times your contract rate; (d) Retainer contracts operate Monday to Friday. Weekend work may be exchanged for two (2) consecutive weekdays off, subject to a premium that is negotiated when you give notice of your intent to staff weekends; (e) On-call support may be agreed in the contract, and is billed at 2 times your contract rate for the hours actually worked; (f) Deposit: When you sign a retainer contract, you pay a deposit equal to the first three (3) months of fees, and we apply it against your first three (3) monthly invoices. Whether any part of the deposit is refundable if the contract ends before it has been applied is set out in your service agreement, and is subject to Section 6.4, Section 10.3 and your statutory rights; (g) Invoice Timing: We send each retainer invoice at the start of the month before the service month that it covers. Payment is due within thirty (30) days of the invoice date, which is the start of the service month; (h) Late Payment: If you do not pay an invoice in full by its due date, we may pause the work until the balance is paid, after we have given you written notice as set out in your service agreement. The monthly fee continues to apply while the work is paused; (i) Unused Hours: Hours covered by a retainer contract that you do not use in a month expire at the end of that month and do not carry over, unless your service agreement says otherwise.

Quotes, One-Off Projects and Invoicing: (a) Pricing is specific to each client, and we provide a quote once we understand the scope of the work; (b) One-off projects have no minimum term, but we expect a minimum of forty (40) hours of total work, except for an assessment, as set out in Section 5.5(h); (c) Unless your service agreement states otherwise, we invoice monthly, and payment is due within thirty (30) days of the invoice date; (d) For a codebase cleanup, we invoice the assessment fee, and begin the assessment, as set out in Section 5.5(g); (e) Project Deposit: For a one-off project, other than an assessment, we ask for a deposit of fifty per cent (50%) of the quoted price before we begin work. Once we have performed any of the work, the deposit is non-refundable, except as set out in Section 6.4, in your service agreement, or where the law requires.

7. INTELLECTUAL PROPERTY AND OWNERSHIP

7.1. Work Product Ownership

Intellectual Property Rights: (a) Work product ownership is specified in individual service agreements; (b) Unless otherwise agreed, we retain ownership of pre-existing intellectual property, tools, and methodologies; (c) Client-specific work product ownership is determined by service agreement terms; (d) Unless your service agreement states otherwise, you own the work product we create specifically for you, including custom software and strategy plans; (e) All intellectual property terms are subject to applicable laws and our Terms of Service.

7.2. License and Usage Rights

Usage Rights: (a) Usage rights for work product are established in service agreements; (b) We may retain rights to use anonymised work product for portfolio and marketing purposes; (c) Client usage rights are limited to the scope specified in service agreements; (d) Unauthorised use of work product may constitute intellectual property infringement; (e) We may name clients for the purpose of establishing our credibility, but we do not otherwise disclose company information.

8. CONFIDENTIALITY AND PRIVACY

8.1. Confidential Information

Confidentiality Obligations: (a) Confidentiality terms are established in individual service agreements; (b) We maintain confidentiality of client information in accordance with our Privacy Policy and service agreements; (c) Client information is not shared with third parties except as necessary for service provision or as required by law; (d) Confidentiality obligations survive termination of service agreements; (e) All SpellWare team members are bound by a strict non-disclosure agreement; (f) Clients receive full confidentiality of their work at no additional cost; (g) We follow the principle of least privilege, and we request only the minimum access needed to perform the work in your contract.

8.2. Data Protection

Privacy and Data Security: (a) Client data is handled in accordance with our Privacy Policy and applicable data protection laws; (b) We implement reasonable security measures to protect client information; (c) We are not liable for data breaches caused by third-party systems or client security failures; (d) Data retention and deletion policies are specified in service agreements.

9. LIMITATION OF LIABILITY AND DISCLAIMERS

9.1. Reference to Comprehensive Liability Framework

IMPORTANT: Comprehensive liability limitations, damage exclusions, maximum liability caps, and all related legal protections are set forth in our Limitation of Liability and Indemnification Policy, which is incorporated herein by reference and governs all matters related to professional services and consulting engagements.

9.2. Service-Specific Disclaimers

Additional Limitations: (a) We are not liable for business decisions, outcomes, or results based on our services or recommendations; (b) We do not guarantee specific project outcomes, performance metrics, or business results; (c) We are not responsible for third-party services, platforms, or tools used in connection with our services; (d) Our liability is limited to the maximum extent permitted by applicable law and service agreements.

9.3. Your Statutory Rights

Nothing in this Policy excludes or limits any right you have as a consumer that cannot be excluded or limited by law, including the right to have services performed with reasonable care and skill.

10. TERMINATION AND CANCELLATION

10.1. Service Termination

Termination Rights: (a) Termination rights and procedures are specified in individual service agreements; (b) We reserve the right to terminate services for violations of our Terms of Service or service agreements; (c) Clients may terminate services in accordance with service agreement terms; (d) Termination does not affect accrued obligations or rights established prior to termination.

10.2. Cancellation Policy

Cancellation Terms: (a) Consultation cancellations are subject to our cancellation policy specified at the time of scheduling; (b) Service engagement cancellations are governed by individual service agreements; (c) Cancellation fees may apply as specified in service agreements, but not in a way that limits your right to cancel under Section 6.4; (d) We reserve the right to refuse future services following cancellation or termination.

10.3. Early Termination

Ending a Contract: (a) You may terminate a contract at any time, in writing; (b) On termination, services are suspended at the end of the current month, and until then we perform whatever handoff process you request; (c) An early termination fee applies if you terminate a contract for any reason other than a documented failure by us to perform the work; (d) The early termination fee is fifty per cent (50%) of the balance of the remaining term of the contract. For example, if you terminate with six (6) months of the term remaining, you pay three (3) months of fees; (e) This Section does not limit any right to cancel that applies to a Consumer under Section 6.4 or Section 10.2(c), or any other right you have under applicable law.

11. CONTACT INFORMATION AND INQUIRIES

11.1. Commission and Service Inquiries

For inquiries about professional services or to submit commission requests:

Commission Request Form: https://mktg.spellware.dev/hire

Email: [email protected]

Response Time: Within 7-10 business days for service inquiries

11.2. General Contact

For general inquiries about our organisation or services:

Email: [email protected]

Discord Community: https://chat.spellware.dev

12. ACKNOWLEDGEMENT AND AGREEMENT

12.1. Policy Acceptance

By engaging our professional services or submitting commission requests, you acknowledge that you have: (a) Read, understood, and agree to comply with this Policy; (b) Understood that this Policy does not create binding service agreements; (c) Agreed that all professional services require separate written service agreements; (d) Acknowledged all disclaimers, limitations, and legal protections incorporated by reference.

12.2. Service Agreement Supremacy

IMPORTANT: This Policy provides general information about our professional services. All actual service engagements are governed by separate written service agreements that supersede this Policy and establish binding terms for specific projects.

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This Professional Services and Commission Policy establishes general terms and information about our professional services offerings. This Policy does not create binding service agreements. All professional service engagements require separate written agreements. For questions about our services, please contact us through the commission request form or at [email protected].