Terms of Service

"We", "us", "our", and "Adaa Technology" mean Adaa Technology LLC, a Limited Liability Company organized under the laws of the State of New Mexico, United States, with its registered address at 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, USA. "You" and "Client" mean the individual or entity engaging us. Together we are the "Parties".

These Terms apply to your use of adaatechnology.com and to every service we provide, unless a separate written agreement signed by both Parties says otherwise.

You accept these Terms when you submit an enquiry through this website, accept a proposal from us, pay an invoice we issue, or otherwise instruct us to begin work — whichever happens first. If you accept on behalf of a company or other organization, you represent that you are authorized to bind it.

We provide website design and development, e-commerce build-outs, custom software and internal systems, integration and automation work, and the managed hosting described below. The specific services for your engagement are defined in a written proposal or statement of work (the "Proposal").

Prices, packages, and feature lists published on this website are indicative and are an invitation to discuss, not a binding offer. The Proposal we issue after understanding your requirements is the binding scope.

Each Proposal states the deliverables, the phases, the fee, the payment schedule, and the assumptions the estimate rests on. A Proposal is valid for the period stated in it and, absent a stated period, for thirty (30) days from issue.

All fees are quoted and payable in United States Dollars (USD) and are exclusive of any taxes, duties, bank charges, or currency-conversion costs, which are your responsibility. Any withholding required by your jurisdiction is added to, not deducted from, the amounts due to us.

Fees for third-party goods and services procured on your behalf — domain registration, paid plugins, licences, gateway fees — are passed through to you and are itemized on the relevant invoice.

Two kinds of fee exist alongside each other: a ONE-TIME project fee for the build, and a RECURRING subscription fee for hosting and care, described in its own section below. A project fee never includes hosting, a domain, or ongoing maintenance.

Unless the Proposal states otherwise, the engagement fee is paid in two equal instalments: 50% before design work begins, and the remaining 50% before the finished site is delivered and made live.

Invoices are payable within fourteen (14) days of issue unless the Proposal states a different term. We issue a formal invoice from the company for every payment.

We issue invoices through Stripe, our payment processor. Each invoice carries a secure hosted payment page where you can pay by card; where a bank transfer is agreed instead, its details are stated on the invoice. Your card details are entered on Stripe's page and handled by Stripe under the Payment Card Industry Data Security Standard (PCI DSS) — they never reach our systems. We receive only the payment status, the amount, and a receipt reference.

If an invoice remains unpaid after its due date, we may — after giving you written notice and a reasonable opportunity to cure — pause work on your engagement, withhold delivery of work not yet paid for, and suspend hosted services in accordance with the Hosting section below. Amounts unpaid more than thirty (30) days past due may accrue interest at one and one-half percent (1.5%) per month or the maximum permitted by applicable law, whichever is lower.

The first instalment is non-refundable once work has begun, because it reserves capacity we then decline to sell to others. Fees for work already performed are payable in all cases.

Before work begins. If you cancel before we have started work on your engagement, we refund any amount you have paid in full, to the original payment method, with no deduction.

After work begins. The first instalment becomes non-refundable once work has started, because it reserves capacity we then decline to sell to others; fees for work already performed remain payable. Any amount paid in advance for work that has not yet started is refunded on cancellation.

Hosting and Care subscription. You may cancel before the start of the next billing period and the site remains live until that period ends; fees for a period already begun are not refunded in part. The subscription is not charged before your site is live.

Domains and third-party costs. Registration fees and other third-party costs are non-refundable once we have incurred them on your behalf; the domain remains yours in every case, as the Domain Names section describes.

How to ask. Email hello@adaatechnology.com with the invoice number. We confirm the outcome within two (2) business days and issue any refund within a further two (2) business days; your bank typically needs five to ten (5–10) business days to show it. Nothing in this section removes your right to raise a dispute with your card issuer — we only ask that you contact us first.

A project runs on the material only you can provide. You agree to supply, on the schedule agreed in the Proposal:

Each phase includes the number of revision rounds stated in the Proposal. Revisions are refinements within the agreed scope: wording, styling, layout adjustments, and corrections.

A request that adds functionality, adds pages or screens, changes an agreed direction after approval, or otherwise expands the scope is a change request. We will quote it in writing — as a fee, a schedule impact, or both — and will proceed only after you approve that quote in writing. We do not perform out-of-scope work silently and invoice for it afterwards.

We deliver each milestone for your review. You have 7 days from delivery to accept it or to send us a written list of items that do not conform to the Proposal.

If you do not respond within that window, or if you put the deliverable into production use, the milestone is deemed accepted. Non-conforming items reported inside the window are corrected at our cost.

Acceptance of a milestone does not waive your rights in respect of later milestones or of defects that could not reasonably have been detected on review.

One date is firm rather than an estimate: within 7 days of your first payment we will deliver an initial design direction showing how your site will look and the direction we propose for your field. You may send us notes on it and we will revise until the direction suits your business, and where you already have a visual identity we build on it.

Every other date in a Proposal is a good-faith estimate based on the assumptions stated in it, chief among them that you provide content, access, and approvals on time.

Where a delay is caused by late material or late approvals from you, by a change request, or by a third party outside our control, the schedule extends by a corresponding period. We will tell you when we believe that has happened rather than let a date pass silently.

Project fees cover the build only. They do not include hosting, domain registration, or ongoing maintenance. Those are provided under a separate, recurring "Hosting and Care" subscription, at the rate published on our website or quoted in your Proposal at the time.

Once your subscription begins, the fee is held at the rate you signed up on for the first 12 months. After that period the prevailing rate applies, and we will tell you before the renewal it changes on. Where a rise is driven by your project outgrowing the infrastructure it runs on, we will explain what changed and agree the new rate with you before it takes effect.

The subscription is invoiced in advance, quarterly or annually at your choice, and covers: managed hosting on infrastructure sized for your project; TLS certificates and routine backups; periodic security checks and technical updates to close known vulnerabilities; availability monitoring and fault response; and a limited allowance of content edits as described below.

The included edits are content changes — text, images, prices, or contact details — up to 2 edit requests every 3 months, whether you are invoiced quarterly or annually. Creating new pages, adding features, or any development work beyond content changes is outside the subscription and is quoted separately before it is carried out.

An active subscription is a condition of us hosting your site. An application left unpatched is a risk to you and to our other clients, so we do not host without maintaining. If you prefer not to subscribe, the Portability section applies and you may host the site yourself or with any provider you choose.

You may cancel before the start of the next billing period, and the site remains live until that period ends. Fees for a period already begun are not refunded in part. We will notify you before each renewal.

We aim to keep hosted sites continuously available but do not guarantee uninterrupted service, and we do not offer an availability credit unless a signed service-level agreement says otherwise. Planned maintenance is scheduled outside business hours where practicable.

If a subscription invoice remains unpaid past its due date, we may suspend the hosted service after giving you at least 14 days' written notice to the contact address on file. We will not delete your site data for at least 30 days after suspension, so that you have a genuine opportunity to settle the invoice or export your data.

You are responsible for the lawfulness of the content and conduct on any site we host for you. We may suspend a hosted service immediately, without the notice period above, if it is being used to break the law, to send unsolicited bulk email, to distribute malware, or in a way that endangers our infrastructure or other clients.

Where you ask us to obtain a domain on your behalf, it is charged as a one-time registration fee and renewed annually, invoiced separately from both the project fee and the subscription. We will notify you before each renewal, and you may decline it.

Every domain we register for you is registered in your name, with you as the legal registrant. Domain availability, pricing, and the rules of the relevant registry are outside our control.

At any time, and on termination for any reason, you may request a full handover. On request, and provided all invoices due at that time are settled, we will deliver the source code of the custom work built for you, an export of the site's data and content, and the domain-transfer authorization.

We will provide reasonable assistance with the migration itself. Assistance beyond a handover package — configuring another provider's environment, retraining a new vendor's team — is billable at our then-current rates, quoted in advance.

Once you take over hosting, our responsibility for the running system ends. Support, warranty, and maintenance commitments tied to managed hosting do not survive a handover unless a separate maintenance agreement says so.

On receipt of all fees due for an engagement, we assign to you all right, title, and interest in the deliverables created specifically for you under it — the designs, the custom code, and the content we produce for you.

We retain ownership of everything we brought to the engagement or develop generally: our frameworks, libraries, internal tools, reusable components, methods, and know-how ("Background IP"). Where any Background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify, and host it as part of that deliverable.

Until payment is received in full, all deliverables remain our property and are licensed to you only for review.

We may identify you as a client and display non-confidential visual examples of the work in our portfolio and marketing. Tell us in writing if you would prefer we did not, and we will not.

Deliverables may incorporate third-party or open-source components, each governed by its own licence. Those licences pass through to you, we do not own those components, and we cannot grant rights in them beyond what their licences allow. We will identify any component that materially constrains your use of a deliverable.

Where a deliverable depends on a third-party service you contract for directly — a payment gateway, an email provider, a marketplace, an analytics platform — that service's own terms, pricing, and availability govern it, and we are not responsible for its acts, omissions, price changes, or discontinuation.

Each Party may receive non-public information from the other. The receiving Party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to anyone except employees and contractors who need it and are bound by equivalent obligations.

This does not apply to information that is public through no fault of the receiving Party, was already lawfully known to it, is independently developed without reference to the disclosure, or must be disclosed by law — in which case the receiving Party will, where lawful, give the other Party notice first.

These obligations survive termination for three (3) years, and indefinitely for anything that qualifies as a trade secret.

We warrant that we will perform the services in a professional and workmanlike manner, consistent with generally accepted industry practice, and that the deliverables will conform in material respects to the Proposal.

For ninety (90) days after acceptance of a deliverable, we will correct, at no charge, any defect that causes it to fail to conform to the Proposal. This warranty does not cover a deliverable that has been modified by anyone other than us, a failure caused by a third-party service or by your hosting environment after a handover, or a request for behaviour the Proposal never specified.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS", AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant any particular business outcome — traffic, search ranking, conversion rate, or revenue. Those depend on market factors no developer controls, and we will never promise them.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT — WHETHER IN CONTRACT, TORT, OR OTHERWISE — WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID US UNDER THAT ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits either Party's liability for fraud, for willful misconduct, or for anything else that cannot lawfully be limited.

You will defend, indemnify, and hold us harmless against any third-party claim arising from content, data, trademarks, or materials you supplied; from your use of a deliverable in a way the Proposal did not contemplate; or from your breach of these Terms or of any law.

We will defend, indemnify, and hold you harmless against any third-party claim that a deliverable created by us, used as delivered and as contemplated by the Proposal, infringes that third party's intellectual property rights. This does not extend to claims arising from your materials, from third-party or open-source components, or from modifications made by anyone other than us.

The indemnified Party will promptly notify the other of any claim, allow it to control the defence, and cooperate reasonably in it.

These Terms apply from your acceptance until every engagement between the Parties has ended.

Either Party may terminate an engagement for material breach if the breach is not cured within fifteen (15) days of written notice describing it. Either Party may terminate an engagement for convenience on thirty (30) days' written notice.

On termination for any reason: you pay for all work performed and all third-party costs committed up to the termination date; we deliver the work product for which you have paid; and the Portability section applies to anything we host.

Ending the Hosting and Care subscription — by either Party, or by non-renewal — ends our hosting of the site at the close of the paid period. It does not affect your ownership of the delivered work, and the Portability section governs how you take it elsewhere.

Sections on Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions survive termination.

Neither Party is liable for a delay or failure caused by an event beyond its reasonable control — including natural disaster, war, civil unrest, epidemic, government action, strike, failure of the public internet, or the outage of an upstream provider — provided it notifies the other Party promptly and resumes performance as soon as practicable. Payment obligations already accrued are not excused.

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before either Party commences proceedings, the Parties will attempt in good faith to resolve the dispute through direct negotiation between people with authority to settle it, for a period of thirty (30) days after written notice of the dispute.

If negotiation fails, the Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New Mexico, United States, and each waives any objection to venue there. Either Party may nonetheless seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Each Party brings claims only in its individual capacity, and not as a plaintiff or class member in any class or representative proceeding.

These Terms, together with the applicable Proposal, are the entire agreement between the Parties on their subject matter and supersede all prior discussions, quotations, and understandings.

If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest remains in force.

Neither Party may assign these Terms without the other's written consent, except to a successor in a merger or a sale of substantially all assets, on notice.

We are an independent contractor. Nothing here creates a partnership, joint venture, employment, or agency relationship, and neither Party may bind the other.

Notices must be in writing and are effective when sent to the email address each Party has given the other for that purpose. Our address for notices is stated in the Contact section.

A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not preclude any further exercise.

We may engage subcontractors to perform parts of the services, and remain responsible for their work as if it were our own.

We may update these Terms. The current version is always published on this page with the date it took effect.

A change applies to engagements accepted after it takes effect. It does not retroactively alter the terms of an engagement already underway; for that, the version in force when the Proposal was accepted continues to govern unless both Parties agree in writing otherwise.

These Terms are published in English and in Arabic. The Arabic version is provided for convenience and is intended to be a complete and faithful rendering.

Adaa Technology LLC, 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, USA. New Mexico Secretary of State filing number 0008118062.

Questions about these Terms, and formal notices under them, go to hello@adaatechnology.com.