Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Michael Delgado, sole proprietor, trading as PhaseContract ("Company," "we," "us," or "our"), governing your access to and use of the PhaseContract platform, website, and related services (collectively, the "Service").

BY CREATING AN ACCOUNT, AUTHORIZING A JOB, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree, you must not access or use the Service.

We may modify these Terms where reasonably necessary (for example, to reflect changes in law, payment processing requirements, new features, or security improvements). Material changes will be communicated through the Service or by email at least 30 days before taking effect. Your continued use of the Service after changes take effect constitutes acceptance. If you disagree with a change, you may stop using the Service and close your account without penalty. In-progress Jobs at the time of termination will be completed under the prior Terms.

2. Definitions

• "Contractor" — A User who creates Jobs, sets pricing and scope, performs work, and receives Payouts.
• "Foreman" or "Authorized Team Member" — A User invited or approved by a Contractor to act on that Contractor's behalf for assigned Jobs, subject to role permissions, owner approval gates, and these Terms.
• "Client" — A User who authorizes payment for a Job, reviews completed work, and approves Phases.
• "Job" — A structured agreement between a Contractor and Client consisting of one or more Phases.
• "Phase" — A defined unit of work within a Job with a scope, price, and approval step.
• "Deposit" — An upfront payment collected before or near the start of a Job to cover a specific stated upfront cost or commitment. Deposits become non-refundable when the specific trigger disclosed for that Deposit occurs (for example, materials being ordered, permit costs being incurred, or equipment being booked), except to the extent mandatory consumer protection law requires otherwise.
• "Change Order" — A modification to a Phase's scope, price, timeline, or other terms, subject to the approval process described in Section 7.3.
• "Auto-Approve" — Automatic approval of a submitted Phase after 72 hours without Client action. If the payment for that Phase was already collected earlier, the related payout workflow may move to its next Stripe Connect step. Requires separate, affirmative Client consent at Job authorization.
• "Platform Fee" — PhaseContract's fee on each payment, deducted from the Contractor's Payout. Card payments currently use 2.5% + fixed 0.50 in USD/EUR/GBP/AUD. Bank payments currently use the bank-payment price shown during Job setup and on the pricing page, currently 3.5% + 50¢ for successful bank payments with standard bank-payment processing included, unless waived in a clearly announced promotion or temporary fee waiver.
• "Estimated Stripe Processing Cost" — An estimate of Stripe's card-processing and related payment-infrastructure costs for a card transaction, deducted from the Contractor's Payout. This is not an additional fee charged to the Client.
• "Payout" — Transfer of funds to a Contractor's linked bank account through Stripe Connect.
• "Payout Hold" — A holding period within Stripe Connect before a Payout becomes available or is initiated, based on Stripe requirements, account history, transaction patterns, and platform risk controls.
• "Payment Method" — The card or bank account authorized through Stripe for a Client.

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age (if you are under 18, you may not use the Service under any circumstances, and any account created by a minor is void)
• Have the legal capacity to enter into a binding contract
• Not be located in a country subject to comprehensive sanctions under EU Council Regulations, US OFAC programs, or UN Security Council resolutions, or appear on any associated restricted party list
• Be located in the United States, in a jurisdiction where the Service is offered
• Not be located in, resident in, or using a billing/onboarding address in California, United States (PhaseContract is currently unavailable in California)
• Not be prohibited from using the Service under applicable laws
• Provide accurate, current, and complete registration information
• If acting on behalf of a business entity, have the authority to bind that entity to these Terms

At launch, the transactional Service is intended for users in the United States only, excluding California. We may expand or narrow supported jurisdictions over time to comply with legal, payment-network, tax, fraud, and operational requirements.

By using the Service, you represent and warrant that you meet all eligibility requirements.

4. Description of Service

4.1 What PhaseContract Is

PhaseContract is a technology platform that enables Contractors to create structured payment arrangements with their Clients. The Service facilitates:

• Creation and management of Jobs with phased payment schedules
• Client payment authorization and card storage
• Stripe-based payment orchestration at Phase start, with payout workflow steps after approval or Auto-Approve under the agreed payment structure
• AI-assisted job structuring and voice transcription
• Foreman and team assignment tools where enabled for a Contractor account
• Documentation, photo uploads, and evidence management
• Notifications and communication between parties

PhaseContract is not a party to any contract between Contractors and Clients. We provide the technological infrastructure to coordinate Stripe-based payment workflows. Contractors and Clients contract directly with each other.

PhaseContract is NOT:

• An employer, employee, agent, or joint venturer of any User. No employment, partnership, or agency relationship is created by use of the Service.
• An escrow service, trust account, or regulated financial institution
• A construction company, general contractor, or trade service provider
• An insurance provider or guarantor of any kind
• A mediator, arbitrator, or dispute resolution service
• A provider of legal, financial, tax, or professional advice

PhaseContract does NOT:

• Guarantee the quality, safety, legality, or completion of any work
• Verify Contractor qualifications, licenses, insurance, or bonding
• Guarantee that payments will be collected or that funds will be available
• Endorse, recommend, or vouch for any Contractor or Client
• Inspect, supervise, or control any work performed
• Set prices, timelines, or scope — Contractors control all Job terms and are solely responsible for them

The Service is provided on an "as available" basis and may be modified, suspended, or discontinued at any time in accordance with Section 5 (Rollout and Limited Releases) or with reasonable notice.

4.2 Supported Jurisdictions

The transactional PhaseContract service is currently offered only to users in the United States only, excluding California.

Public informational pages, legal pages, roadmap content, and contact channels may be accessible from other jurisdictions, but users outside the supported service area must not create accounts, authorize jobs, store payment methods, or otherwise use transactional features unless and until we explicitly open their region.

We may use IP geolocation, payment-provider signals, billing/onboarding address checks, and other risk controls to block, suspend, or reverse access where the Service is not currently offered.

5. Rollout and Limited Releases

PhaseContract may release features incrementally. Certain newly introduced features may be explicitly labeled limited release or pilot and may have additional limitations. During rollout:

• Standard fees in Section 9 apply unless we explicitly announce a temporary waiver or promotional exception.
• Features may be added, modified, or removed without advance notice, provided that such changes do not materially impair your ability to complete in-progress Jobs or access funds already earned.
• PhaseContract provides no uptime guarantees, service level agreements, or performance commitments during rollout.
• Job amount limits, payout schedules, and other operational parameters may be adjusted as we learn from real usage.

When rollout status materially changes (for example, transition to general availability or fee policy changes), we provide notice as described in Section 1, unless immediate changes are required for security, legal compliance, or payment network obligations.

Participation in any explicitly labeled limited-release or pilot feature does not entitle Users to continued free access, any specific feature set, or preferential treatment after rollout changes.

6. Account Registration and Security

To access certain features, you must create an account. You agree to:

• Provide accurate, truthful, and complete information during registration
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Use a unique, valid phone number that is not already in use by another account
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities conducted under your account

We reserve the right to suspend or terminate accounts that:

• Contain false or misleading information
• Violate these Terms or applicable laws
• Engage in fraudulent, abusive, or suspicious activity
• Are associated with multiple accounts created for deceptive purposes
• Remain inactive for 12 or more consecutive months without any login or transaction activity

If you invite, approve, or assign a Foreman or other Authorized Team Member, you are responsible for choosing that person, keeping their access current, and removing access promptly when it is no longer appropriate. Actions taken by a Foreman or Authorized Team Member within their permitted role may be treated as actions of the Contractor business that granted the access.

7. How the Platform Works

7.1 Phases and Approval

Jobs are divided into Phases. Each Phase has a defined scope, price, and documentation requirement set by the Contractor. When a Contractor completes a Phase, they submit it for Client review with supporting photos and documentation. The Client then reviews the work and either approves it or requests rework. When a Client requests rework, the 72-hour review period (Section 7.2) restarts when the Contractor resubmits the Phase. A maximum of two Phases may be in progress simultaneously within a single Job.

7.2 Auto-Approve (72-Hour Rule)

If a Client does not approve or request rework within 72 hours of a Phase being submitted for review, the Phase is automatically approved. If payment was not already collected at Phase start, payment may be collected from the authorized Payment Method according to the Job's payment structure.

Auto-Approve exists because Contractors cannot wait indefinitely for payment after completing work. The Client receives notifications when a Phase is submitted and before Auto-Approve triggers. The Client may act at any time during the 72-hour window.

Auto-Approve requires separate, affirmative consent. During Job authorization, the Client is presented with a specific acknowledgment of the 72-hour Auto-Approve rule. By providing this acknowledgment, the Client consents to Auto-Approve for all Phases in that Job. Authorization cannot be completed without this acknowledgment.

If a Client believes that work approved via Auto-Approve was fraudulently submitted or materially incomplete, the Client may report the issue to PhaseContract through the complaint handling process described in Section 19.1. PhaseContract reserves the right to reverse payments obtained through fraudulent submissions.

7.3 Change Orders

A Contractor may propose a Change Order to modify a Phase's scope, price, timeline, or other terms. The Client receives a notification when a Change Order is proposed.

If the Client approves the Change Order, it takes effect immediately. If the Change Order increases the amount due, PhaseContract may attempt that additional payment when approval is recorded. That payment is only treated as secured after Stripe confirms success, and the Client's bank may still require confirmation for that specific payment.

Explicit approval required. A pending Change Order does not take effect unless and until the Client explicitly approves it. There is no automatic Change Order approval based on time, thresholds, or non-response.

PhaseContract may send reminders while a Change Order is pending. Approved Change Orders may result in additional payment attempts or updated phase totals, depending on the amount and the payment flow for that Job.

7.4 Deposits

Contractors may collect purpose-specific Deposits through the platform for real upfront job costs or commitments, such as materials, permit filing, equipment or mobilization, schedule reservation, or another specifically described upfront cost. Deposit payment is collected immediately when collection is triggered through the platform.

Each Deposit must identify its purpose and state the trigger that makes it non-refundable. Examples include materials being ordered, permit or filing costs being incurred, equipment or mobilization being booked or deployed, or a reserved work window being committed. Deposits do not serve as a generic "getting started" payment for labor beginning on site.

If money is intended for the beginning of on-site work or labor, it belongs to the relevant work Phase and may be collected when that Phase starts according to the payment structure the Client authorized. Deposit refundability is governed by the stated trigger for that Deposit, subject to applicable mandatory consumer protection law.

7.5 Foreman and Team Actions

Contractors may assign Jobs or limited job actions to Foremen or Authorized Team Members where the Service supports it. A Foreman may appear to the Client as the on-site contact or day-to-day responsible person for an assigned Job, but the Contractor remains the contracting party responsible for the Job, the work, the scope, the price, the documentation, and compliance with these Terms.

Foreman access is role-limited. Sensitive actions, including payment collection, proposal sending, material changes, cancellation-risk decisions, and other actions identified in the Service may require owner approval before they take effect. Owner approval does not transfer the underlying Contractor responsibility to the Foreman or to PhaseContract.

7.6 Job Amount Limits

PhaseContract applies account limits to single Job values, active Job value, and live Jobs. Current limits are shown during Job creation and editing. The Service may also review unusual payment structures, including unusually large deposits or Phases, before approving more capacity.

• Self-serve accounts: up to $10,000 per single Job and $10,000 active Job value (or the displayed equivalent in the Job currency)
• Invited first-job accounts: up to $25,000 per single Job and $25,000 active Job value (or the displayed equivalent in the Job currency)
• Clean-settled growth accounts: up to $50,000 per single Job and $50,000 active Job value (or the displayed equivalent in the Job currency)
• Manually reviewed higher-value accounts: up to $75,000 per single Job and $75,000 active Job value, unless a custom written limit is shown in the Service

PhaseContract may also apply Change Order buffers, payment-method gates, payout holds, and other account controls. These limits may change over time, and the live limits displayed in the Service control.

Higher or custom limits may require direct review, additional business information, Payment Method limits, bank-payment clearance, slower Payout timing, or other risk controls. A higher account limit is not permission to exceed the live limits shown in the Service. If you update business information used for a higher limit, PhaseContract may return that information to review before relying on it for future limit decisions.

8. Payment Processing

All payment processing is provided by Stripe, Inc. ("Stripe"). By using the Service, you acknowledge that you have had the opportunity to review and agree to be bound by Stripe's Terms of Service, which apply in addition to these Terms.

All customer payment methods, payment processing, fund holding, transfers, payouts, and refunds processed through the Service are executed through Stripe and its connected account infrastructure. PhaseContract does not receive, hold, or maintain custody of Client or Contractor funds, except to the extent Stripe's technical fee-routing mechanisms remit Platform Fees to PhaseContract.

8.1 Payment Method Storage

When a Client authorizes a Job, their selected card or bank account details are stored securely by Stripe. Payment Method details are never stored on PhaseContract's servers. By authorizing a Job, the Client consents to Stripe payment attempts being initiated through the Service for each Phase, Deposit, and approved Change Order under the agreed payment structure.

Current payment method scope: Job payments are currently limited to eligible cards and, where the Contractor enables them and the Job is eligible, ACH bank payments through Stripe. Other payment method categories (for example, buy-now-pay-later methods) may appear in Stripe generally but are not enabled for PhaseContract Job payment flows unless explicitly announced.

8.2 Additional Verification

Your payment provider or Stripe may require additional verification (such as 3D Secure / SCA or bank confirmation) for some or all payments. PhaseContract may also require additional verification steps for security-sensitive actions (including email verification). This is a security measure required by payment regulations, payment networks, banks, and fraud controls. You agree to complete any required verification steps. Failure to complete verification may prevent authorization, approval, Payment Method updates, or payment processing.

8.3 Card Restrictions

To protect all parties and maintain the integrity of the payment system, PhaseContract does not accept:

• Prepaid cards: Prepaid, virtual, and gift cards are not accepted for Job payments due to elevated fraud risk and limited dispute recovery.
• International cards: Cards issued in a different country than the Contractor's business are not accepted. This protects against cross-border fraud and ensures accurate fee calculations.

Card restrictions are enforced at authorization and when updating a Payment Method. If your card is declined for these reasons, you will be prompted to provide an eligible card. If a card is reclassified by the card network after authorization (e.g., a card later identified as prepaid), PhaseContract reserves the right to require a replacement card before processing further payments.

8.4 Verification Channels and Consent

PhaseContract uses verification codes for specific security-sensitive actions, including Job authorization, account creation verification, Payment Method updates, milestone approvals, and Change Order approvals that increase price.

By creating an account or authorizing a Job, you consent to receive transactional verification and service communications from PhaseContract. These communications may include verification codes and operational updates related to your account, payments, milestones, approvals, cancellations, and fraud/security checks. PhaseContract currently uses email as the primary verification channel. If SMS delivery is enabled in the future, it will be used only for transactional/security purposes and not for marketing.

8.5 Payment Timing and Verification

The timing of payment collection and verification requirements may vary based on your account history, transaction patterns, Stripe requirements, payment method, and risk assessment. Work Phase payments are collected when the Contractor starts the Phase, subject to successful payment confirmation. Some payments may require additional verification steps, such as 3D Secure or bank confirmation. PhaseContract may configure software and risk rules that affect whether a Stripe payment attempt can proceed, whether additional verification is required, or whether work must wait for bank-payment clearance, but payment execution is performed by Stripe.

ACH bank payments are delayed-notification payments. They may take several business days to confirm as successful or failed, and a payment shown as processing is not treated by PhaseContract as collected money. For bank-payment Phases, work should not begin through the Service until Stripe confirms the bank payment succeeded, unless PhaseContract expressly shows a different status for that specific Job.

Bank payments can also be returned, disputed, or reversed under bank and payment-network rules after an apparent success. These events may affect account limits, Payout timing, manual review, recovery efforts, and future use of bank payments.

8.6 Payment Retries and Job State Controls

Payment retries are state-aware. If a Job is paused, completed, cancelled, or under an active cancellation review flow, PhaseContract may block payment retries until the Job returns to an actionable state. This protects both parties from collecting payment while contractual state is unresolved.

Payment Method updates may still be permitted during these states to preserve payment readiness, but updating a Payment Method does not guarantee immediate payment collection.

9. Fees

9.1 Fees Deducted from Contractor Payouts

PhaseContract deducts payment and platform costs from Contractor Payouts. The exact calculation depends on the Payment Method used for the transaction.

• Card payments: The deduction includes an Estimated Stripe Processing Cost based on the Contractor's account region plus the Platform Fee.
• Bank payments: The deduction uses the bank-payment Platform Fee shown during Job setup and on the pricing page, currently 3.5% + 50¢ for successful bank payments with standard bank-payment processing included.

For example, on a $1,000 Phase at standard fee rates, the Contractor receives $1,000 minus the applicable payment and platform costs. For card payments, the standard Platform Fee is 2.5% + $0.50 in USD. The Client is charged exactly $1,000 — no additional fees are added to Client payments.

Current fee rates are always displayed at phasecontract.com/pricing.

9.2 Additional Fees

• Currency conversion: International currency conversion fees may apply to cross-currency transactions as determined by Stripe and card networks.
• Stripe Connect account and payout fees: Stripe may apply additional connected-account, payout, or compliance-related fees directly at the Stripe account level based on country, currency, and payout behavior. These are Stripe-governed fees and may be deducted directly by Stripe.
• Payment dispute and reversal costs: If a payment dispute, chargeback, ACH return, payment-method reversal, or similar recovery event is opened outside the Service, PhaseContract may charge a $150 USD dispute administration fee to the responsible User, to the maximum extent permitted by law. This fee is separate from any processor or network costs, disputed payment amount, refund, or collection cost. For Client-initiated disputes, the Client is responsible unless the payment was genuinely unauthorized or applicable law prohibits the fee. If the dispute arises from Contractor fraud, materially incomplete work, or Contractor breach, the Contractor may be responsible and the amount may be offset against Payouts.

We reserve the right to modify our fees with at least 30 days' notice. Fee changes will not apply to transactions already in progress at the time of the change.

10. Contractor Obligations

10.1 Stripe Connect

To receive Payouts, you must complete Stripe Connect onboarding and agree to Stripe's Connected Account Agreement. You acknowledge that you have had the opportunity to review Stripe's terms before completing onboarding. You are responsible for maintaining your Stripe account in good standing.

10.2 Payout Schedule and Holds

Contractors start with manual Payouts and an app-controlled Payout hold before payout funds become eligible for release. As you build a clean record through completed Jobs, payment volume, and dispute history, your Payout hold may be shortened.

Faster Payout timing does not by itself increase the maximum allowed Phase amount, single Job value, active Job value, or live Job count. A higher Job limit does not by itself shorten Payout timing. PhaseContract may keep these account controls separate.

PhaseContract may configure platform risk rules and workflow conditions that affect when a payout request is triggered or when a payout becomes eligible within the Service, but fund holding and payout execution are performed by Stripe through Stripe Connect. Stripe requirements, account history, transaction patterns, and risk signals may affect payout timing. Business information submitted for account-limit review may also affect Payout timing. We may modify your Payout schedule if those factors change, and we will notify you of material changes to your Payout schedule through the Service or by email.

If a payment dispute, chargeback, ACH return, payment-method reversal, early fraud warning, or similar risk event is opened or reasonably suspected, PhaseContract may pause pending and future Payouts for the affected Job or account while the event is reviewed. If the affected payment may already have paid out, PhaseContract may open a payment recovery case for the Contractor account. Payout pauses may remain in place until the dispute window, recovery exposure, or related account risk is resolved.

10.3 Payment Recovery and Negative Balances

BY USING THE SERVICE, YOU AUTHORIZE PHASECONTRACT AND STRIPE TO DEBIT YOUR LINKED BANK ACCOUNT TO RECOVER FUNDS IN THE EVENT OF CHARGEBACKS, DISPUTES, REFUNDS, OR FEE ADJUSTMENTS. This includes situations where a Client disputes a payment after you have received a Payout.

If a Client opens an external payment dispute after a Payout may have been released, PhaseContract may pause Payouts and open a payment recovery case for the affected Contractor account. If recovery is needed, we may ask the Contractor to resolve the open balance within 10 business days through transfer reversal, payout offset, manual repayment, a support-approved payment plan, or another approved resolution.

Recovery may include Stripe transfer reversal, connected-account negative-balance handling where supported, future Payout offset, manual repayment, a support-approved payment plan, operator resolution, or lawful collection where needed. Recovery amounts are limited to the applicable disputed or reversed transaction amounts, processor or network costs, refund amounts, collection costs, and PhaseContract dispute administration fees owed under these Terms. You agree to maintain adequate funds in your Stripe account and linked bank account to cover potential reversals accordingly.

If a recovery balance remains unresolved after the deadline, PhaseContract may pause new paid work, Payout release, higher-limit approvals, or other account actions that create payment exposure until the balance is resolved or support approves another path.

If a dispute is won or recovered, funds are reconciled according to the processor record and any recovery already made. If you believe a recovery action was made in error, contact us at Legal contact route and we will review the transaction within 10 business days.

If your bank account cannot be debited or an approved recovery path is not completed, you remain liable for the outstanding amount. PhaseContract reserves the right to withhold future Payouts, suspend your account, or pursue collection through lawful means.

10.4 Taxes and Compliance

You are solely responsible for all taxes, duties, levies, and regulatory compliance related to income received through the Service. PhaseContract does not withhold taxes on your behalf. PhaseContract may report your identity, transaction data, and payment amounts to tax authorities as required by applicable law, including under the EU DAC7 Directive and US IRS reporting requirements. You will be notified when such reporting occurs, as required by applicable law.

10.5 Invoicing and Payment Receipts

PhaseContract is a software platform that facilitates job structuring, approval workflows, and Stripe-based payment orchestration. PhaseContract is not the seller of goods or services. Contractors are responsible for issuing invoices to their Clients in compliance with applicable tax and commercial law. PhaseContract provides payment receipts to Clients confirming amounts charged and payment dates. These receipts do not constitute invoices for tax purposes. If you require a formal invoice (including VAT or sales tax details), contact your contractor directly.

10.6 Work Quality and Professional Responsibility

You are solely responsible for the quality, safety, legality, and timeliness of all work you perform. You represent that you have the skills, qualifications, and legal authority to perform the services you offer. You are responsible for maintaining any licenses, permits, insurance, or bonding required by your jurisdiction.

PhaseContract has no obligation to inspect, verify, supervise, or guarantee your work. Submitting incomplete or fraudulent work — including abuse of the Auto-Approve mechanism to collect payment for work not performed — is a violation of these Terms and may result in account termination, withholding of Payouts, and liability for resulting payment disputes or reversals.

10.7 Accurate Job Information

You must accurately describe scope, pricing, timelines, cancellation policies, and any limitations or exclusions in your Jobs. Deliberately misleading Job descriptions may result in account suspension or termination.

10.8 Self-Dealing Prohibition

Contractors may not create Jobs naming themselves, their own email address, or accounts they control as the Client. This restriction exists to prevent artificial transaction history, capacity manipulation, payout-timing manipulation, and related abuse.

10.9 Foreman and Team Responsibility

If you use Foreman or team-member features, you remain responsible for the people you invite, the Jobs you assign, and the actions they take within the permissions you grant. You must ensure that assigned team members are qualified for their role, understand the Job, and have authority to communicate with the Client where the Service presents them as the on-site contact.

You must promptly remove or update team-member access when a person leaves your business, changes role, loses authorization, or should no longer act on a Job.

11. Client Obligations

11.1 Payment Authorization

By authorizing a Job, you consent to:

• Your selected Payment Method being stored by Stripe and used for payment attempts on each Phase, Deposit, and approved Change Order
• Paying exactly the amounts shown during Job authorization — no additional fees
• Auto-Approve as described in Section 7.2 — if you do not act within 72 hours of a Phase submission, it is automatically approved. If payment was already collected earlier, the payout workflow may move to its next Stripe Connect step. You will be asked to separately acknowledge this specific term during authorization.
• Payment being collected at the start of a Phase, subject to successful payment confirmation, bank-payment clearance where applicable, and any verification requirements described in Section 8.5

11.2 Payment Method Requirements

You must provide a valid Payment Method that meets the requirements in Section 8. You are responsible for keeping your Payment Method current, ensuring sufficient funds or credit, and promptly updating your Payment Method if it expires, is replaced, or can no longer be used for the Job.

11.3 Reviewing Work

When a Contractor submits a completed Phase, you have 72 hours to review the documentation and either approve the work or request rework. It is your responsibility to review submitted work promptly. Failure to act within 72 hours results in Auto-Approve (Section 7.2).

11.4 Payment Disputes

If you have a concern about a payment, you should first attempt to resolve it with the Contractor through the platform.

Starting an external payment dispute, chargeback, ACH return, or payment-method reversal can pause Contractor Payouts and related account activity while the payment provider, bank, or network process is pending. PhaseContract may also pause Payouts when a similar risk event is reasonably suspected.

If you start a payment dispute outside the Service, PhaseContract may use evidence collected through the Service — including authorization records, photos, activity logs, IP addresses, timestamps, and on-platform communication history — to respond through the available payment-provider process.

If you start an external dispute for a payment you authorized and recognize instead of using the Service review and support process, PhaseContract may charge you a $150 USD dispute administration fee, to the maximum extent permitted by law. This does not limit any non-waivable right to report a genuinely unauthorized or fraudulent transaction.

Filing a fraudulent or bad-faith payment dispute may result in permanent account restriction and, where appropriate, legal action to recover losses, reversed payment amounts, processor or network costs, collection costs, and applicable dispute administration fees.

11.5 Account Restrictions

Payment failures may result in additional security requirements being applied to your account. Restrictions due to payment failures may be cleared after subsequent successful payments.

Accounts restricted due to payment disputes are permanently restricted and cannot be restored. This means all future payments will require additional verification steps.

12. Cancellation

12.1 Before Authorization

Either party may cancel a Job before the Client has authorized payment. Cancellation is immediate and no payment is collected.

12.2 After Authorization

After payment has been authorized, either party may request cancellation. The other party will be presented with the following options:

• Cancel now: Mutual cancellation. The Job ends immediately. Funds secured for unstarted or in-progress Phases are refunded in full. No cancellation fee applies.
• Finish current Phase, waive fee: The Contractor must complete and submit the in-progress Phase within 14 days. The Phase is reviewed and paid as normal. The Job closes after the Phase is resolved. Funds secured for unstarted remaining Phases are refunded in full. The responding party waives the direct-settlement cancellation fee as a goodwill gesture.
• Finish current Phase: Same as above, but the cancellation fee is owed directly between the parties by the requesting party (see Section 12.7).
• Decline: The cancellation request is cleared and the Job continues. The requesting party may submit a new request after a 3-day waiting period. A second request after a prior decline cannot be declined.

The "Finish current Phase" options are only available when a non-deposit Phase is currently in progress. When no Phase is in progress, the responding party may only cancel now or decline.

12.3 Auto-Accept

If the responding party does not act on a cancellation request within 3 days, the request is automatically accepted as "cancel now" with no cancellation fee.

12.4 Withdrawal

The requesting party may withdraw their cancellation request at any time before the other party responds.

12.5 Non-Refundable Items

In all cancellation scenarios (except where mandatory consumer protection law requires otherwise), the following are non-refundable:

• Completed and paid Phases
• Deposits once the stated non-refundable trigger for that Deposit has occurred

Any direct-settlement cancellation fee described in Section 12.7 is outside PhaseContract refunds because it is settled directly between the Contractor and Client.

12.6 Refund Mechanics

Refunds are processed to the original Payment Method. Refund timing depends on the payment method, bank, and payment-provider rules. Refunds return the full amount collected from the Client for the refunded payment.

Refunds initiated through the Service are processed through Stripe to the original Payment Method and may be triggered by the Contractor or, where fraud, abuse, legal obligation, system integrity, or platform policy requires, by PhaseContract through Stripe's payment infrastructure. Payment disputes are separate from refunds and are governed by the applicable payment-provider, bank, issuer, or network rules.

If a payment is already under an active issuer dispute, refunds may be unavailable outside that dispute process until the dispute is resolved.

12.7 Cancellation Fee

The party that initiates a contested cancellation is responsible for a cancellation fee equal to 5% of the started unfinished Phase value, capped at the lower of $500 (or equivalent in the Job's currency) or the value of one Phase. Unstarted Phases, including authorized or collected-but-not-started Phases, are excluded from the fee basis.

A cancellation is "contested" when the responding party selects "Finish current Phase" without waiving the fee. The responding party may choose to waive the cancellation fee at their discretion when selecting "Finish current Phase." Mutual cancellations (where the responding party selects "Cancel now") carry no fee. Auto-accepted requests (no response within 3 days) are treated as mutual cancellations with no fee.

Cancellation fees are currently settled directly between the parties. PhaseContract calculates and displays the fee amount for recordkeeping only but does not collect, process, or intermediate that payment.

13. AI and Voice Features

PhaseContract uses artificial intelligence to assist with job structuring and voice transcription. By using these features, you acknowledge and agree that:

• Voice recordings are transmitted to third-party AI services for transcription and are deleted immediately after processing. We do not store voice recordings. Third-party AI service providers may process and temporarily retain data in accordance with their own privacy policies. For details on our sub-processors, see our Privacy Policy.
• AI-generated content (Phase structures, pricing suggestions, scope descriptions) are suggestions only. Contractors are solely responsible for reviewing, editing, and approving all AI-generated content before it is sent to Clients.
• PhaseContract does not guarantee the accuracy, completeness, suitability, or legality of any AI-generated content.
• AI features may use anonymized and aggregated data to improve the Service. Personal data processing is governed by our Privacy Policy.

14. Data Use for Fraud Prevention and Disputes

PhaseContract collects and processes data for fraud prevention, risk assessment, and payment dispute resolution. This includes:

• IP addresses at the time of each payment-related action
• Device and browser information
• Activity logs (page views, approvals, actions taken on the platform, timestamps)
• Photos and documentation uploaded by Contractors
• Authorization records and acknowledgements signed by Clients
• Verification code records (email, and SMS where available)
• On-platform communication history between parties (communications conducted outside the platform, such as phone calls or personal text messages, are not collected)

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT PHASECONTRACT AUTOMATICALLY COLLECTS AND MAY USE OR SUBMIT THIS DATA THROUGH STRIPE AS EVIDENCE OR SUPPORT MATERIAL IN PAYMENT DISPUTES, FRAUD REVIEWS, AND RECOVERY EFFORTS. This processing is based on PhaseContract's legitimate interest in preventing fraud and defending against payment disputes (GDPR Article 6(1)(f)). This includes disputes initiated by Clients or through their payment method provider, and fraud investigations.

This data may also be used for automated risk assessment, including verification requirements, Payout holds, account limits, fraud review, and temporary account restrictions. Dispute-related evidence data is retained for up to 24 months from the date of the transaction, after which it is deleted unless required for ongoing legal proceedings.

Cookie and tracking technology disclosures are described in our Privacy Policy. For full details on data collection, retention, and your rights (including GDPR and applicable US state privacy rights), see our Privacy Policy.

Where PhaseContract processes personal data on behalf of a Contractor (as data processor), the terms of data processing are governed by our Privacy Policy, which includes baseline controller/processor terms intended to address ordinary Article 28 GDPR requirements for use of the Service. Contractors who require a separate Data Processing Agreement may request one by contacting Legal contact route.

15. User Conduct and Prohibited Activities

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Engage in fraud, money laundering, terrorist financing, or other financial crimes
• Process payments for illegal goods or services
• Misrepresent your identity, qualifications, or the nature of services
• Circumvent or manipulate platform features, security measures, or card restrictions
• Use the platform to test stolen or unauthorized Payment Methods
• File fraudulent or bad-faith payment disputes
• Interfere with or disrupt the Service, servers, or networks
• Collect or harvest user data without authorization
• Use automated systems to access the Service without written permission
• Transmit viruses, malware, or other harmful code
• Harass, threaten, or defame other Users
• Create multiple accounts for fraudulent or deceptive purposes
• Create Jobs naming yourself or accounts you control as the Client (see Section 10.8)
• Abuse the Auto-Approve mechanism by submitting incomplete or fraudulent Phase submissions
• Use the Service for any purpose other than its intended use

We reserve the right to investigate violations, suspend or terminate accounts, report activity to law enforcement, and pursue legal remedies.

16. Intellectual Property

The Service — including all content, features, functionality, software, designs, text, graphics, logos, and trademarks — is owned by PhaseContract or its licensors and protected by copyright, trademark, and other intellectual property laws.

You retain ownership of content you submit (job descriptions, photos, documentation). By submitting content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, display, reproduce, and transmit that content solely as necessary to provide and operate the Service, including submission as dispute evidence as described in Section 14. This license does not permit us to sublicense your content to third parties for purposes unrelated to the Service.

You may not copy, modify, distribute, sell, or lease any part of the Service without our express written permission.

17. Disclaimers and Limitation of Liability

17.1 Service Disclaimer

The Service is provided on an "as available" basis. To the extent permitted by applicable law, we make no representations or warranties regarding:

• The availability, reliability, timeliness, or security of the Service
• The accuracy or completeness of any content, including AI-generated content
• The quality, safety, legality, or completion of any work performed by Contractors
• The creditworthiness, conduct, or reliability of any User
• The successful collection of any payment or completion of any transaction

17.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHASECONTRACT'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO PHASECONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) EUR 500.

To the maximum extent permitted by applicable law, PhaseContract shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or business opportunities
• Damages arising from disputes between Contractors and Clients
• Damages arising from the quality, non-completion, or delay of any work
• Damages arising from payment processing failures, delays, or errors by Stripe, banks, card networks, or other payment method providers
• Damages arising from unauthorized access to your account due to your failure to secure credentials
• Damages arising from reliance on AI-generated content

17.3 Mandatory Protections

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Intentional misconduct or gross negligence
• Any liability that cannot be excluded or limited under applicable law

Nothing in these Terms limits rights that cannot lawfully be waived or limited.

17.4 Acknowledgment

You acknowledge that PhaseContract is a technology platform and not a party to transactions between Users. You use the Service at your own risk and assume full responsibility for your interactions with other Users, the work you perform or authorize, and the payments you make or receive.

18. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless PhaseContract and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your violation of these Terms or applicable laws
• Your violation of any third-party rights
• Any content you create and submit to the Service
• Any dispute between you and another User
• Any services you provide or receive through the platform, including claims related to work quality, safety, or legality
• Your use of AI-generated content that you reviewed, modified, or approved before sending to a Client — this indemnification applies to the extent the Contractor adopted the content as their own, not to defects in the AI system itself
• Any payment dispute, chargeback, ACH return, payment-method reversal, negative balance, processor or network cost, dispute administration fee, or recovery cost caused by your authorization, conduct, breach, fraud, bad-faith payment action, or failure to maintain adequate funds where these Terms require it
• Any tax obligations or regulatory non-compliance on your part

This indemnification obligation survives termination of your account and these Terms. Where mandatory consumer protection law applies, this clause applies only to the extent permitted by that law and does not require any user to indemnify us against claims arising from our own negligence or breach.

19. Dispute Resolution

19.1 Complaint Handling

If you have a complaint about the Service, please contact us at Legal contact route. We will acknowledge your complaint within 5 business days and aim to provide a substantive response within 15 business days. If we cannot resolve the matter within that period, we will inform you of the reason for the delay and the expected resolution timeline.

19.2 Disputes Between Users

PhaseContract is not responsible for resolving disputes between Contractors and Clients. You agree to resolve such disputes directly with the other party. PhaseContract may, at its sole discretion, provide information or assistance but is not obligated to do so and does not act as a mediator or arbitrator.

19.3 Users Outside Supported Service Jurisdictions

The transactional Service is not currently offered outside the supported jurisdictions described in Sections 3 and 4.2. If you access only public informational pages or pre-contract materials from another jurisdiction, any dispute relating solely to those pages or materials is governed by Section 20 unless mandatory law provides otherwise.

19.4 US Users — Disputes with PhaseContract

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

If you are located in the United States:

• Informal resolution: You agree to attempt to resolve any dispute through informal negotiation by contacting us at Legal contact route for at least 30 days before initiating formal proceedings.
• Arbitration: After the 30-day negotiation period, any remaining dispute shall be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and consistent with the JAMS Consumer Arbitration Minimum Standards. PhaseContract will bear all arbitration fees and costs beyond an initial filing fee of $75. Arbitration shall be conducted remotely unless otherwise agreed. The arbitrator's decision shall be final and binding.
• Opt-out right: You may opt out of arbitration by sending written notice to Legal contact route within 30 days of first accepting these Terms. Your notice must include your full name, account email, and a clear statement that you opt out of arbitration. If you opt out, disputes shall be resolved in the state or federal courts located in the United States with personal jurisdiction over you.
• Class action waiver: To the maximum extent permitted by law, disputes shall be resolved on an individual basis. You waive any right to participate in a class action, class arbitration, or representative action.
• Small claims exception: Either party may bring an individual action in small claims court if the claim qualifies.

19.5 Time Limitation

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the cause of action arises, or such claim is permanently barred. This limitation does not apply where a longer period is required by mandatory law (including the three-year standard limitation period under German law, BGB Section 195, for consumers resident in Germany).

20. General Provisions

20.1 Governing Law

Except as provided in Section 19.4 (US Users), these Terms are governed by the laws of the Federal Republic of Germany. Mandatory law that applies to you is not limited by this choice of law.

20.2 Entire Agreement

These Terms, together with the Privacy Policy, Stripe's Terms of Service, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and PhaseContract regarding the Service.

20.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions shall remain in full force and effect.

20.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

20.5 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided that the assignee assumes the same obligations under these Terms. We will notify you of any such assignment. Any assignment in violation of this section is void.

20.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, infrastructure failures, power outages, or failures of third-party service providers (including Stripe and cloud hosting providers). The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact. If the force majeure event continues for more than 90 consecutive days, either party may terminate the affected obligations by written notice.

20.7 Notices

All legal notices to PhaseContract must be sent to Legal contact route or by email at hello@phasecontract.com . Notices to you will be sent to the email address associated with your account. Notices are deemed received 48 hours after being sent to the correct email address, unless the sending party receives a delivery failure notification.

20.8 Survival

Sections that by their nature should survive termination will survive, including but not limited to: Definitions (2), Fees and payment recovery obligations (9-11), Intellectual Property (16), Disclaimers and Limitation of Liability (17), Indemnification (18), Dispute Resolution (19), and General Provisions (20).

20.9 Account Termination

We may suspend or terminate your access to the Service for cause at any time without prior notice. Cause includes but is not limited to: violation of these Terms, fraudulent or illegal activity, request by law enforcement, or activity that threatens the security or integrity of the Service.

We may terminate your access without cause by providing at least 30 days' written notice. During this notice period, in-progress Jobs may be completed. Reasons for no-cause termination include extended inactivity or discontinuation of the Service.

You may terminate your account at any time by contacting us. Upon termination:

• Your right to use the Service immediately ceases
• Payouts for completed and approved work will be processed according to the applicable Payout schedule. Pending transactions for work not yet completed may be cancelled.
• We may retain data as required by law, for legitimate business purposes, and for dispute resolution (see our Privacy Policy for retention periods)
• Outstanding financial obligations (including negative balances, pending Payouts, payment reversals, dispute administration fees, processor or network costs, and recovery costs) survive termination

20.10 Service Provider Information

Michael Delgado
Sole proprietor, trading as PhaseContract
Maßbornstraße 8
60437 Harheim, Hessen, Germany
Email: hello@phasecontract.com
General inquiries: General contact route
Legal notice: Legal Notice / Impressum