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.
• "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 work begins. Deposits are non-refundable once the Contractor has commenced work, except at the Contractor's sole discretion. Before work commences, Deposits are refundable subject to applicable consumer protection laws.
• "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, triggering a charge to the Client's card. Requires separate, affirmative Client consent at Job authorization.
• "Platform Fee" — PhaseContract's fee on each payment (currently 2.5% + fixed 0.50 in USD/EUR/GBP/AUD unless waived in a clearly announced promotion or beta program), deducted from the Contractor's Payout.
• "Estimated Stripe Processing Cost" — An estimate of Stripe's card-processing and related payment-infrastructure costs for a transaction, deducted from the Contractor's Payout. This is not an additional fee charged to the Client.
• "Payout" — Transfer of funds from the platform to a Contractor's linked bank account.
• "Payout Hold" — A holding period before Payouts are released, determined by account history and risk assessment.
• "Payment Method" — The credit or debit card stored by 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
• Payment collection upon Phase approval or Auto-Approve
• AI-assisted job structuring and voice transcription
• 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 facilitate transactions. 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 (Beta Program) 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 Beta Features

PhaseContract is in an early rollout stage. Certain features may be marked beta 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 beta.
• 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 beta or pilot features 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

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 and the Client's card is charged (if not already charged at Phase start).

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 Client does not respond within 72 hours, a Change Order may be automatically approved and charged (if applicable), except where explicit approval is required under this Section.

Explicit approval threshold. Change Orders that increase the initial Job value by more than ten percent (10%) (excluding all Change Orders) require explicit Client approval and do not auto-approve.

The Client receives reminders before any potential auto-approval trigger (including multi-step reminders during the 72-hour window). Approved Change Orders may result in additional charges to the Client's card.

7.4 Deposits

Contractors may collect Deposits before work begins. Deposits are charged immediately when collection is triggered through the platform (for example, when the Contractor chooses to collect the Deposit after authorization). Work is deemed commenced when the Contractor marks a Phase as started through the platform, which is recorded with a timestamp. Once work has commenced, Deposits are non-refundable except at the Contractor's sole discretion. PhaseContract reserves the right to review deposit refund claims where work commencement is disputed. Before work has commenced, Deposits are refundable subject to applicable mandatory consumer protection law.

7.5 Job Amount Limits

PhaseContract imposes limits on individual Phase amounts and total Job values. During beta, the maximum Phase amount is $10,000 USD (or its equivalent in the Job's currency) and the maximum total Job value is $10,000 USD (or equivalent), with a $1,000 USD (or equivalent) buffer for Change Orders. These limits may change — current limits are always displayed during Job creation.

After the beta period, limits may be increased. Any changes will be communicated through the Service.

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.

8.1 Card Storage

When a Client authorizes a Job, their card details are stored securely by Stripe. Card data is never stored on PhaseContract's servers. By authorizing a Job, the Client consents to their card being charged for each Phase, Deposit, and approved Change Order.

Current payment method scope: Job charges are currently card-only (credit/debit cards supported by Stripe). Other payment method categories (for example, buy-now-pay-later methods) may appear in Stripe generally but are not enabled for PhaseContract Job charge flows unless explicitly announced.

8.2 Additional Verification

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

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 charges and verification requirements may vary based on your account history, transaction patterns, and risk assessment. This means some Users may be charged at Phase start while others are charged upon Phase approval, and some charges may require additional verification steps (such as 3D Secure). PhaseContract determines these parameters at its sole discretion and may change them at any time based on updated risk assessment.

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 charging while contractual state is unresolved.

Card updates may still be permitted during these states to preserve payment readiness, but updating a card does not guarantee an immediate charge.

9. Fees

9.1 Fees Deducted from Contractor Payouts

PhaseContract deducts two fees from each Contractor Payout:

• Estimated Stripe Processing Cost: An estimated card-processing cost based on the Contractor's account region (covering card network fees, fraud controls, and secure payment infrastructure).
• Platform Fee: 2.5% of the payment amount plus a fixed 0.50 in USD/EUR/GBP/AUD, unless a temporary waiver or promotional rate is explicitly announced. See Section 5.

For example, on a $1,000 Phase at standard fee rates, the Contractor receives $1,000 minus the Estimated Stripe Processing Cost minus the Platform Fee (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.
• Chargeback fees: If a Client files a payment dispute (chargeback), card networks impose dispute fees. These fees are absorbed by the platform and are not passed to Users, but fraudulent or bad-faith chargebacks may result in account action (see Section 11.4).

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

New Contractors start with manual Payouts subject to a Payout Hold before funds are released. As you build a track record (completed Jobs, payment volume, clean dispute history), your Payout schedule may be upgraded to faster transfers.

PhaseContract determines Payout schedules at its sole discretion based on account history, transaction patterns, and risk assessment. PhaseContract may modify your Payout schedule at any time, including reverting to slower Payouts if risk factors change. You will be notified of changes to your Payout schedule.

10.3 Negative Balance Recovery

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 charge after you have received a Payout.

Recovery amounts are limited to the specific disputed or reversed transaction amounts. The dispute window is generally up to 120 days after a charge, but card network rules may allow disputes for longer periods (up to 540 days in certain circumstances). You agree to maintain sufficient funds in your linked bank account to cover potential reversals accordingly.

If a Client dispute is resolved in your favor, recovered funds will be returned to your account. If you believe a debit was made in error, you may contact us at Legal contact route and we will review the transaction within 10 business days.

If your bank account cannot be debited, 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 payment facilitation service, 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 chargebacks.

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 trust tier manipulation and artificial transaction history.

11. Client Obligations

11.1 Payment Authorization

By authorizing a Job, you consent to:

• Your card being stored by Stripe and charged for each Phase, Deposit, and approved Change Order
• Being charged 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 and your card is charged. You will be asked to separately acknowledge this specific term during authorization.
• Charges being secured at the start of a Phase or collected upon approval, depending on your account history (see Section 8.5)

11.2 Card Requirements

You must provide a valid credit or debit card that meets the requirements in Section 8.3. You are responsible for keeping your Payment Method current, ensuring sufficient funds or credit, and promptly updating your card if it expires or is replaced.

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 charge, you should first attempt to resolve it with the Contractor through the platform.

If you file a chargeback or dispute with your card issuer, PhaseContract will automatically submit evidence collected through the Service — including authorization records, photos, activity logs, IP addresses, timestamps, and on-platform communication history — to contest the dispute.

Filing a fraudulent or bad-faith chargeback may result in permanent account restriction and, where appropriate, legal action to recover losses.

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 chargebacks or disputes are permanently restricted and cannot be restored. This means all future charges 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 charges apply.

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 remaining Phases are refunded in full. The responding party waives the cancellation fee as a goodwill gesture.
• Finish current Phase: Same as above, but the cancellation fee applies to 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 Contractor has commenced work)
• Cancellation fees as described in Section 12.7

12.6 Refund Mechanics

Refunds are processed to the original Payment Method. Refund timing depends on your card issuer (typically 5-10 business days). Refunds return the full amount charged to the Client's card.

Refunds made through the Service are issued by PhaseContract or the Contractor in accordance with the Job state, cancellation outcome, fraud review, legal obligations, or goodwill decisions. Card-network disputes and chargebacks are separate from refunds and are governed by issuer and card-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 remaining unstarted Phase value, capped at the lower of $500 (or equivalent in the Job's currency) or the value of one Phase.

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 but does not collect or intermediate the payment at this time. PhaseContract reserves the right to automate fee collection in future versions of the platform, with advance notice.

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, trust 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 SUBMITS THIS DATA TO STRIPE AND CARD NETWORKS AS EVIDENCE IN PAYMENT DISPUTES. 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, disputes initiated by card issuers on behalf of cardholders, and fraud investigations.

This data may also be used for automated trust assessment (determining payment timing and verification requirements based on account history), fraud detection, and compliance with legal obligations. 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 card numbers
• File fraudulent or bad-faith chargebacks or 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 or card networks
• 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 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 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), 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 and pending Payouts) 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