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").

You accept these Terms through the agreement presented when registering, completing onboarding, or authorizing a Job. You can read and save them before accepting. Public-page browsing alone does not constitute acceptance. PhaseContract is a trading name of Michael Delgado, not a separate limited-liability company. References to PhaseContract or the Company mean that sole proprietor.

We may propose changes for legal, payment-provider, product, or security reasons. We will give at least 30 days' notice of material contractual changes and request acceptance before applying them to your use of the Service. Changes required immediately by law or to address an urgent security risk may take effect sooner, with notice as soon as reasonably possible. Continued use alone does not waive a legally required agreement. Changes do not retrospectively alter an accepted Job, payment authorization, accrued claim, or paid subscription period. If you decline a material change, you may stop using the Service; account closure and existing obligations follow Section 20.9.

2. Definitions

A "Business User" uses the Service for their trade, business, or profession. Contractor subscriptions are offered only for business use. A Client acting for personal or household purposes may be a consumer; describing someone as a User does not remove their consumer rights.

• "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. Auto-Approve closes the product review step; Stripe handles connected-account bank payout timing separately. Requires separate, affirmative Client consent at Job authorization.
• "Platform Fee" — PhaseContract's fee on each successful Job payment. Current standard rates are 0% during the first 30 days after the Contractor account is ready for payment collection, then 1% on Solo, 0.5% on Crew, or 0% on Company, subject to the subscription and billing rules in Section 9.
• "Estimated Stripe Processing Cost" — An estimate of Stripe processing, payout, and related connected-account costs for a payment transaction. Stripe charges these costs at the connected-account level. They are not a PhaseContract fee and are not an additional fee charged to the Client.
• "Payout" — Transfer of funds to a Contractor's linked bank account through Stripe Connect.
• "Payout Timing" — The timing Stripe applies to moving funds from a Contractor's connected account to the Contractor's linked bank account, based on Stripe requirements, account history, transaction patterns, and connected-account settings.
• "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 collection at Phase start, with product review steps after submission 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
• Provide exhaustive or continuous checks of Contractor qualifications, licenses, insurance, or bonding; optional business verification is limited as explained in Section 4.3
• Guarantee that payments will be collected or that funds will be available
• Guarantee a Contractor’s future conduct, solvency, work, or payments through a verification badge
• 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.

4.3 Optional Business Verification

When a Contractor requests verification, PhaseContract reviews the supplied information and available public sources in good faith. A badge records our assessment of the business within the scope and on the date shown. Its details identify the individual checks and their results. A check marked not provided or not applicable is not a passed check. An unverified business has not necessarily failed a review.

The review may cover identity, operating presence, customer reputation, and supplied license or insurance evidence. It is not an exhaustive background investigation, site inspection, credit rating, insurance policy, bond, or guarantee of performance or repayment. A finding of no known concerns refers to information available to us during that review; it does not certify that no complaint, dispute, or abandoned job exists. A displayed expiry date is not a promise of continuous monitoring or continuing insurance coverage.

A passed credential check does not establish that a license covers every proposed trade or location, or that insurance covers a particular loss. Clients should consider the specific Job and, when relevant, confirm current credentials and coverage with the issuing body or insurer. PhaseContract supplies the workflow and may receive subscription and transaction fees from the Contractor; verification is not a government accreditation or an independent ratings-agency service.

Applicants must provide accurate, complete information they are entitled to share, must not conceal material adverse information, and must promptly report material changes, including credential expiry or revocation. We may request more evidence, decline, correct, suspend, withdraw, or allow verification to expire when evidence or eligibility changes. Only the current badge and its actual scope may be represented; a historical screenshot must not be presented as current verification. Private documents are handled under the Privacy Policy.

These limits describe the scope of the review. They do not exclude liability for our own review or statements where Section 17 or mandatory law preserves it.

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 manage payments already processed through Stripe.
• PhaseContract provides no uptime guarantees, service level agreements, or performance commitments during rollout.
• Stripe capability checks, payment-method eligibility, fraud controls, 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

Clients may access a shared Job workspace through an authorized secure link without creating an account. Keep that link private; it is an access credential. Payment authorization and other sensitive actions still require the applicable identity, verification-code, consent, and payment checks. Receiving or opening a forwarded link does not itself give someone authority to bind the Client or business.

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
• Take reasonable steps to protect your account and accept responsibility for actions you authorize or losses caused by your culpable failure to protect access; this does not transfer responsibility for our security failures to you

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. Auto-Approve closes the product review step; it does not mean PhaseContract holds, releases, or controls bank payout timing.

Auto-Approve closes an unattended review step so the Job record can move forward. The Client receives notifications when a Phase is submitted and before Auto-Approve triggers, and may act during the 72-hour window. Approval or Auto-Approve does not waive non-waivable rights, claims about latent defects, fraud, or legally available payment disputes. It does not certify a building inspection or release money held by PhaseContract.

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 apply product restrictions, require additional evidence, support the Stripe dispute process, or require a refund for 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. Triggering collection initiates a payment attempt. A processing ACH debit is not a collected Deposit; bank clearance and additional authentication may be required.

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 Workspace and Payment Safety

PhaseContract may apply Stripe capability checks, payment-method gates, Superintendent fraud review, workspace- or payment-specific product holds, and operator review before a Job can be sent or payment can be collected. These controls protect the integrity of the Service, but they are not a promise that any particular Job amount is risk-free or guaranteed to settle.

The Service may review unusual payment structures, including unusually large deposits, unusually large Phases, deposit-heavy Jobs, high-risk addresses, repeated failed payment activity, suspicious account patterns, or other risk signals. A review may be advisory or may block the affected workspace or payment action until support or an operator resolves the issue. PhaseContract may restrict an account separately when required for account security, legal compliance, or abuse prevention.

Additional business information, Payment Method replacement, Stripe account updates, bank-payment clearance, manual operator review, or other controls may be required before a workspace or payment action proceeds. PhaseContract may review updated business information before relying on it for security, support, or payment 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 method storage, payment processing, refunds, connected-account balances, and bank payouts 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. PhaseContract does not store full card numbers, security codes, or full bank account credentials. We do store payment references, mandate and consent records, and limited identifying details such as brand, bank name, and last four digits. 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: Cards classified as prepaid, including prepaid gift cards, are not accepted for Job payments due to elevated fraud and dispute risk.
• 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 must wait until Stripe confirms the bank payment succeeded and the workspace permits the start. Saving or verifying a bank account, authorizing a Job, or initiating a debit is not confirmation of payment.

Bank payments can also be returned, disputed, or reversed under bank and payment-network rules after an apparent success. These events may affect product controls, Stripe payout timing, manual review, 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 PhaseContract Fees and Subscription Plans

PhaseContract charges Contractors through a combination of platform fees on successful Job payments and, where selected, a subscription plan that lowers the platform fee rate. The Client is charged exactly the Job amount shown during authorization. PhaseContract does not add a client surcharge.

• Trial: for the first 30 days after the Contractor account becomes ready for payment collection, the PhaseContract platform fee is 0%. No subscription payment method is required for the trial.
• Solo: no subscription charge. After the trial, the standard PhaseContract platform fee is 1% unless a lower paid plan or approved override applies.
• Crew: 0.5% platform fee after Stripe confirms the Crew subscription payment. The current Stripe-verified monthly and annual prices are shown on the Pricing page and again in Stripe before purchase, plus applicable tax.
• Company: 0% platform fee after Stripe confirms the Company subscription payment. The current Stripe-verified monthly and annual prices are shown on the Pricing page and again in Stripe before purchase, plus applicable tax.

A lower Crew or Company platform fee takes effect only after Stripe confirms a paid subscription invoice for that plan. Checkout intent, subscription status, a trial status, or a $0 invoice does not by itself grant a lower platform fee.

The Platform Fee is calculated using the applicable rate shown for collection. Stripe processing, payout, compliance, currency, and connected-account fees are charged by Stripe under Stripe’s terms and are separate from the PhaseContract platform fee. Estimates are not a promise of Stripe’s final charges.

Current fee rates are displayed in the Service and may also appear on published pricing materials. PhaseContract may offer temporary promotions or approved fee overrides, but no promotion is permanent unless PhaseContract separately agrees in writing.

Paid subscriptions renew automatically at the monthly or annual cadence and amount confirmed before purchase, plus applicable tax, until cancelled. Annual billing charges the annual amount, not twelve separately cancellable monthly installments. Manage payment details, invoices, changes, and cancellation through Plan & fees and the linked Stripe surfaces.

Cancellation stops renewal at the current paid period’s end; the earned fee rate continues through that period. There is no automatic prorated refund for voluntary cancellation. Monthly-to-annual and annual-to-monthly changes are scheduled for the verified paid-period end. Other plan changes follow the confirmation shown before you accept them; changing a selection alone does not earn a new fee rate. Payment confirmation governs the next earned rate. Mandatory refund rights and remedies for our breach remain unaffected.

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.
• Disputes, chargebacks, and reversals: Because the Contractor is the merchant of record, a payment dispute, chargeback, ACH return, or payment-method reversal is processed against the Contractor's own connected Stripe account under Stripe's Connected Account Agreement and the applicable network rules. PhaseContract does not charge a dispute fee, recover funds, or offset payouts; it may provide dispute evidence (Section 14) and apply product holds or account restrictions for fraud or abuse.

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 collect Client payments and receive bank payouts through Stripe, 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 Stripe Account Timing and Product Controls

Contractors receive payments through their Stripe Connected Account. PhaseContract does not hold funds or create manual payout releases; Stripe handles bank payout timing under the connected account's payout settings and risk requirements.

Payout timing does not by itself change product readiness, fraud-review, dispute, or account-access controls. PhaseContract may keep product controls separate from Stripe Connected Account payout timing.

PhaseContract may configure platform risk rules and workflow conditions that affect job authorization, payment collection, or account access within the Service. 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. We may notify you of material payout-timing issues 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 future job authorization, payment collection, or account access while the event is reviewed. PhaseContract may provide evidence or support material through Stripe's dispute process, but Stripe and the Contractor's connected account govern the money movement for job payments. Account restrictions may remain in place until the fraud, abuse, dispute, or related product risk is resolved.

10.3 Amounts Owed and Negative Balances

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT STRIPE MAY HANDLE CONNECTED-ACCOUNT NEGATIVE BALANCES, DISPUTES, REFUNDS, OR FEE ADJUSTMENTS UNDER STRIPE'S CONNECTED ACCOUNT AGREEMENT. You also agree that PhaseContract may seek repayment or another approved resolution for amounts owed under these Terms.

PhaseContract does not front disputed or refunded Job amounts and does not maintain a PhaseContract-held balance for a Contractor's Stripe losses. Refunds, disputes, chargebacks, ACH returns, payment-method reversals, Stripe processing fees, payout fees, and connected-account negative balances are handled through the Contractor's Stripe account under Stripe's rules.

If you owe PhaseContract a subscription amount, Platform Fee adjustment, collection cost, or another amount owed under these Terms, PhaseContract may seek payment through an invoice, a support-approved payment plan, an available Stripe flow, product restriction, account suspension, or lawful collection where needed. Amounts owed to PhaseContract are separate from amounts Stripe or a payment network handles on your connected account.

You agree to maintain adequate funds in your Stripe account and linked bank account to cover refunds, disputes, chargebacks, ACH returns, reversals, Stripe fees, and other connected-account obligations that Stripe may handle under its terms.

If a dispute is won, lost, refunded, or otherwise resolved, funds are reconciled according to the Stripe or payment-provider record. If you believe a PhaseContract fee, subscription charge, or product restriction was applied in error, contact us at Legal contact route and we will review the transaction within 10 business days.

If an amount owed to PhaseContract remains unresolved, PhaseContract reserves the right to pause product access, 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. The Contractor is the seller of the Job’s goods and services. The Service can generate invoices, payment records, and receipts on the Contractor’s behalf using Job data. The Contractor remains responsible for accurate details, tax treatment, and any additional legally required invoice or construction-contract disclosures. A generated document is not a guarantee of tax compliance. PhaseContract separately issues records for its own subscription and platform services.

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. You must also comply with local deposit limits, advance-payment rules, required construction-contract terms, permits, cancellation or cooling-off rights, and applicable consumer law. A template, AI suggestion, collected payment, or verification badge does not replace these obligations.

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, product restrictions, Stripe dispute or refund consequences, 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, payout-timing manipulation, fraud review 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 and the product review step closes. Stripe handles connected-account bank payout timing separately. 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 job payment actions and related account activity while the payment provider, bank, or network process is pending. Stripe may also affect connected-account payout timing under its own risk rules, and PhaseContract may pause product actions 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.

Knowingly false statements or fabricated evidence in a payment dispute may result in proportionate account restrictions and lawful action. A dispute is not fraudulent merely because the original payment was authorized or the Client recognizes the merchant. These Terms do not restrict good-faith complaints, statutory remedies, bank or card-network rights, or reports to regulators. Contacting us or the Contractor is not a condition for exercising those rights.

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.

Product restrictions depend on the affected Job, payment state, and identified risk. They may require review, additional authentication, or an eligible replacement payment method. A payment dispute does not automatically impose a permanent account ban. Contact support if a restriction appears incorrect.

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

A Client may request cancellation. The Contractor responds using the options available for the current Job state: cancel now, finish a currently funded Phase, or decline where permitted. The displayed cancellation terms set the response and finish windows and any fee waiver. A second request after a prior decline cannot be declined. A finish option applies only to an eligible current work Phase, which is already funded and proceeds through normal review; it does not create a second payment.

A Contractor closes remaining work directly rather than waiting for the Client to approve cancellation. Future uncollected Deposits, Phases, and pending uncharged Change Orders are cancelled or withdrawn. For a collected, unfinished Phase, the Contractor must finish it through the normal review process or initiate a full refund, including charged approved Change Orders attached to that Phase. The current closeout workflow does not support partial settlement of that Phase.

For payments still processing, the Service attempts cancellation where Stripe permits it. Otherwise the Job may wait for the payment outcome before the appropriate refund can be completed. A payment cancelled before collection is not recorded as refunded money. Purpose-specific Deposit conditions and mandatory rights still apply.

12.3 Auto-Accept

If the responding party does not act on a cancellation request within the response window shown in the Job's cancellation terms, the request is automatically accepted as "cancel now" with no cancellation fee.

12.4 Withdrawal

A Client may withdraw an unanswered cancellation request before the Contractor responds. This does not undo a Contractor closeout, completed cancellation, or payment already processed.

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 cancellation fee described in Section 12.7 is outside PhaseContract refunds because it is settled outside PhaseContract between the Contractor and Client.

The preceding non-refundable treatment describes ordinary voluntary cancellation only. It does not remove a refund agreed by the Contractor or required by law, defective or unperformed work remedies, applicable cooling-off rights, or bank and card dispute rights.

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. A refund can remain pending or fail, including when the connected account lacks available funds. The Contractor must resolve its funding obligations. PhaseContract does not advance refund money or guarantee a completion date.

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 Terms

The cancellation terms shown for a Job govern whether any cancellation fee applies. By default, Jobs have no cancellation fee. A Job may show a Contractor-set cancellation fee or another cancellation rule presented during Job authorization or later agreed through the Service.

A cancellation is "contested" when the responding party selects "Finish current Phase" without waiving a displayed cancellation 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 unless the displayed Job terms state otherwise and both parties expressly agree. Auto-accepted requests (no response within the displayed response window) are treated as mutual cancellations with no fee.

Cancellation fees, where applicable, are settled outside PhaseContract between the parties. PhaseContract may calculate and display the fee amount for recordkeeping only, but does not collect, process, or intermediate that payment. The Contractor is responsible for ensuring any cancellation fee is lawful and properly disclosed; displaying it does not make an unlawful penalty enforceable or override mandatory cancellation rights.

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, payment-method eligibility, product holds, 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, including the controller/processor responsibilities in Section 5.5. These notices do not replace any additional data-processing agreement required by applicable law. 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 unlawfully defame other Users; this does not prohibit honest reviews, lawful criticism, complaints, or reports to authorities
• 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 must have the rights and permissions needed to submit content, including permission to share personal information or images of others where required. Do not upload irrelevant sensitive documents. 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 Scope of Our Responsibility

We provide software and the expressly described verification and support services. We do not promise a particular business result, uninterrupted availability, error-free AI output, collection of every payment, or the conduct, solvency, safety, quality, or completion of a Contractor’s work. We do not insure Jobs or guarantee repayment. These statements do not disclaim the performance of our own contractual duties.

The following rules apply to claims against Michael Delgado, trading as PhaseContract, and, where legally applicable, to persons acting on our behalf. They do not create a separate legal entity or require a representative accepting for a business to give a personal guarantee.

17.2 Liability That Is Not Limited

Nothing in these Terms excludes or limits liability for intentional misconduct, gross negligence, fraud or fraudulent concealment, negligent injury to life, body or health, an expressly assumed guarantee, liability under applicable product-liability law, or any other liability or remedy that cannot lawfully be excluded or limited. This includes mandatory consumer and data-protection rights. These exceptions take priority over every disclaimer, limit, indemnity, and other provision in these Terms.

17.3 Ordinary Negligence

Subject to Section 17.2, for ordinary negligence we are liable for breach of an essential contractual duty only for the damage that was reasonably foreseeable and typical for this kind of contract when it was made. An essential duty is one whose performance makes proper performance of the contract possible and on which the other party ordinarily relies. Liability for ordinary negligence in other cases is excluded where the law permits. We do not exclude essential duties simply by describing them as software, security, payment, or verification functions.

17.4 Additional Business-User Limits

For Business Users only, and only for claims that can legally be capped, our aggregate liability arising from the same event or connected series of events is limited to the greater of EUR 500 or the PhaseContract fees paid by that Business User in the twelve months before the event. Contractor Job amounts and Stripe’s own fees are not PhaseContract fees. This monetary cap does not apply to Section 17.2 or to liability for essential contractual duties under Section 17.3. It does not apply to consumers.

Subject to those same exceptions, we are not liable to Business Users for losses that were neither reasonably foreseeable nor typical, or for punitive damages where they may lawfully be excluded. A loss is not excluded merely because it is described as lost profit, lost data, or an indirect loss if mandatory law or an essential contractual duty requires compensation. Responsibility for a Contractor’s work or a third party’s independent conduct does not transfer to us merely because the Service records it; our own culpable breach remains subject to the rules above.

18. Business-User Indemnity

A Business User must indemnify Michael Delgado, trading as PhaseContract, against legally established third-party claims and reasonable, necessary defense costs to the extent caused by that Business User’s intentional or negligent breach of these Terms or applicable law. This covers unlawful or unsafe work, materially false business-verification information, infringement or unlawful disclosure of uploaded content, unauthorized payment instructions, and the Business User’s tax or regulatory non-compliance. Mere use of the Service or a good-faith payment dispute does not trigger indemnity.

No indemnity is owed to the extent a claim results from our fault or from a matter for which we are responsible. We will give prompt notice of a claim and reasonable cooperation; a delay reduces the obligation only to the extent it prejudices the defense. We will reasonably consult you on the defense and mitigation of costs. Neither party may settle on terms admitting fault, imposing non-monetary obligations, or requiring payment by the other without that party’s prior consent, which must not be unreasonably withheld. This clause does not impose an unlimited duty to fund whatever defense we choose.

This contractual indemnity does not apply to consumers. Their responsibility is determined by applicable law. The clause survives termination only for conduct occurring while these Terms applied.

19. Complaints and Dispute Resolution

19.1 Complaint Handling

For a complaint about PhaseContract, email hello@phasecontract.com or use our contact page. We aim to acknowledge complaints within 5 business days and provide a substantive response within 15 business days, or explain what remains under review. Informal resolution is voluntary and does not postpone legal deadlines or prevent a court claim, urgent relief, regulatory complaint, or payment dispute.

19.2 Contractor–Client Disputes

The Contractor and Client are responsible for their Job agreement and associated work disputes. PhaseContract may help explain records or provide evidence but does not adjudicate workmanship, act as a mediator or arbitrator, or assume either party’s Job obligations. This does not prevent a claim about PhaseContract’s own conduct.

19.3 Courts and Applicable Time Limits

For a Business User, the courts of Frankfurt am Main, Germany, have exclusive jurisdiction only where a pre-dispute jurisdiction agreement is legally permitted and its applicable form requirements are met. Otherwise the courts with jurisdiction under applicable law remain competent. Mandatory consumer venues and other non-waivable jurisdiction rules are unaffected.

These Terms do not require pre-dispute arbitration or waive participation in proceedings that applicable law permits. The parties may agree to an appropriate alternative dispute procedure after a dispute arises. Statutory limitation periods apply; these Terms do not impose a blanket one-year filing deadline. This revision does not retrospectively change an earlier agreement or accrued claim without a legally effective agreement.

We are not obliged, and do not undertake, to participate in proceedings before a consumer arbitration board, unless applicable law requires otherwise.

20. General Provisions

20.1 Governing Law

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. This choice does not deprive consumers of mandatory protections of the law that would apply without the choice, or displace other non-waivable law applicable to the Service or a claim. It does not choose the law for the separate Contractor–Client Job agreement.

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 a provision is invalid or unenforceable, the remaining agreement continues to the extent permitted by law. Applicable statutory rules replace the invalid provision where the law so provides. This clause does not authorize rewriting an invalid standard term into the broadest restriction that might have been valid.

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

A transfer of this Service agreement to another operator requires your consent where applicable law requires it. We may propose a transfer in connection with a business sale or reorganization, with notice and information about the successor. This does not create advance consent to an unidentified replacement operator. Statutory rights to assign monetary claims or exercise other non-waivable rights remain unaffected.

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. This does not excuse a failure caused by that party’s own fault, remove mandatory remedies, or turn every third-party outage into a defense. 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. Receipt and legal effect are determined by applicable law, not a conclusive assumption that an email arrived. Postal notice to our stated address is also permitted; no stricter form than applicable law allows is required.

20.8 Survival

Sections that by their nature should survive termination will survive, including but not limited to: Definitions (2), Fees and payment 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 proportionately restrict or terminate access for cause. We will normally identify the reason and allow a reasonable opportunity to remedy a remediable breach. Immediate action may be necessary for fraud, serious security risks, legal requirements, or another legally sufficient ground. 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. If we end a prepaid subscription without cause attributable to you, we will refund the unused portion. Where lawful and technically possible, we will provide a reasonable opportunity to retrieve your Job records before closing access; legal preservation and security restrictions may limit access.

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

• Your right to use the Service immediately ceases
• Bank payouts are handled by Stripe independently of work approval, according to the connected account settings and Stripe risk requirements. Pending transactions for work not yet completed may be cancelled or refunded where permitted.
• 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 Stripe connected-account obligations, subscription amounts, Platform Fee adjustments, processor or network costs, and collection costs) survive termination

20.10 Service Provider Information

Michael Delgado
Sole proprietor, trading as PhaseContract
In den Schafgaerten 2
60437 Harheim, Hessen, Germany
Email: hello@phasecontract.com
General inquiries: General contact route
Legal notice: Legal Notice / Impressum