Terms of Use
Effective Date: January 15, 2025
Welcome to WittyCogni. These terms govern your access to our smart contract development services and related resources. By engaging with our platform, you're entering into an agreement that protects both parties while establishing clear expectations. We've written this document to be as straightforward as legal requirements allow – because nobody benefits from confusion.
1. Acceptance and Agreement
When you use wittycogni.com or engage our services, you accept these terms in their entirety. This isn't just a formality. Your continued use signals your agreement to the obligations and limitations outlined here.
What Constitutes Acceptance
- Accessing any part of our website or documentation
- Submitting inquiries through our contact forms
- Entering into service agreements or consulting arrangements
- Using any resources, tools, or materials we provide
- Participating in our educational programs or workshops
If you don't agree with any part of these terms, you shouldn't use our services. That's not a threat – it's just practical. We want clients who understand what they're signing up for.
2. Service Description and Limitations
WittyCogni provides smart contract development, deployment services, and blockchain consulting primarily for clients in Taiwan and surrounding markets. Our work involves technical implementation, security auditing, and strategic guidance around decentralized applications.
What We Do
We write, test, and deploy smart contracts across various blockchain networks. This includes custom development based on your specifications, security reviews of existing contracts, and guidance on blockchain architecture decisions. Our team stays current with evolving standards and emerging vulnerabilities – because in this field, yesterday's best practices can become today's security holes.
What We Don't Promise
Smart contract development involves inherent risks. We cannot guarantee that contracts will be entirely free from vulnerabilities, that blockchain networks will function without interruption, or that deployed code will operate exactly as intended under all circumstances. Our work aims to meet industry standards and minimize risks, but absolute certainty doesn't exist in this space.
Network conditions change. Gas prices fluctuate. Protocols evolve. We build with these realities in mind, but we can't control external factors that affect contract performance or deployment costs.
3. User Responsibilities and Obligations
You've got responsibilities too. This relationship works when both sides hold up their end.
Prohibited Activities
- Attempting to reverse-engineer our proprietary development tools or methodologies
- Using our services to create contracts intended for illegal activities or regulatory violations
- Sharing access credentials or project information with unauthorized third parties
- Making unauthorized modifications to contracts during our development process
- Misrepresenting our involvement in projects to investors or users
These aren't arbitrary rules. Each one stems from actual situations we've encountered. Following them protects everyone involved.
4. Intellectual Property Rights
Ownership questions come up often enough that we've learned to address them clearly upfront.
Your Rights
Upon full payment, you receive ownership of the custom smart contract code we develop specifically for your project. You can deploy it, modify it, or build upon it as your needs evolve. That's your intellectual property.
Our Rights
We retain ownership of our development frameworks, testing methodologies, proprietary tools, and general approaches to smart contract architecture. These represent accumulated knowledge and refined processes that we bring to every project.
Think of it this way: when you commission a building, you own that building. But the architect retains the right to use their design methodology and technical approaches on future projects. Same principle applies here.
Shared Elements
Some code components – open-source libraries, standard implementations of common patterns, widely-used security modules – exist in a middle ground. We integrate these into your project, but neither party claims exclusive ownership of genuinely public resources.
5. Payment Terms and Financial Obligations
Money matters need clarity. Here's how our financial arrangements work.
Project-Based Pricing
Most engagements follow a milestone-based payment structure. You pay portions of the total fee as we complete defined project phases. This approach aligns our incentives – we need to deliver before receiving payment, and you see progress before committing additional funds.
Consulting and Hourly Work
For advisory services, security audits, or ongoing support, we typically bill monthly based on documented hours. You'll receive detailed invoices showing the work performed and time invested.
| Payment Type | Terms | Standard Timeline |
|---|---|---|
| Initial Deposit | Required before work begins | Due upon contract signing |
| Milestone Payments | Released upon deliverable approval | Within 7 business days of completion |
| Final Payment | Due before mainnet deployment | Within 5 business days of testing completion |
| Monthly Retainer | Invoiced at month-end | Due within 14 days of invoice |
Late Payment Consequences
Payments overdue by more than 15 days may result in work suspension. We don't like reaching that point – it's disruptive for everyone. But continued work without payment doesn't make sense for either party.
Interest accrues on overdue balances at 1.5% per month. That's lower than what most collection agencies would charge, and it reflects our preference for maintaining working relationships rather than escalating disputes.
6. Confidentiality and Data Protection
Smart contract projects often involve sensitive business logic, competitive strategies, or proprietary algorithms. We take information security seriously – not just as a legal obligation, but as a practical necessity for maintaining client trust.
Information We Protect
- Project specifications and technical requirements shared during development
- Business models and tokenomics strategies unique to your application
- User data or transaction information accessed during testing and deployment
- Wallet addresses, private keys, or access credentials you provide for deployment
- Financial arrangements and pricing details from our engagement
Exceptions to Confidentiality
We can't maintain confidentiality in a few specific situations. If we're legally compelled to disclose information through a court order or regulatory requirement, we must comply. If you give us explicit written permission to share certain details – perhaps for a case study or testimonial – we may do so within the scope you define.
And here's an important one: if we discover your project involves illegal activities or clear regulatory violations, we reserve the right to refuse continued service and may be obligated to report concerns to relevant authorities.
Data Handling Practices
We store project files on encrypted systems with access limited to team members directly involved in your work. After project completion, we retain development documentation for one year to support any warranty or maintenance needs, then securely delete files unless you request extended retention.
7. Warranties and Liability Limitations
This section involves the most legally dense language you'll encounter here. That's because limitation of liability clauses need precision to be enforceable. We've tried to explain the practical implications alongside the formal terms.
Service Warranty
We warrant that services will be performed with reasonable skill and care consistent with industry standards as of 2025. If you discover defects in our work within 90 days of delivery, we'll make reasonable efforts to correct them at no additional charge.
That's not the same as guaranteeing perfection. Smart contract development involves judgment calls about security tradeoffs, gas optimization, and feature implementation. We stand behind our technical decisions, but we can't promise that every choice will prove optimal under all future circumstances.
Limitation of Liability
Our total liability for any claims arising from our services is limited to the amount you actually paid us for the specific project or service period in question. We are not liable for indirect, consequential, or speculative damages including lost profits, lost opportunities, or business interruption.
Why does this matter? Because smart contracts can control significant value. If you deploy a contract managing millions of dollars in assets, and something goes wrong, the potential damages could vastly exceed what we charged for development. We can't assume unlimited liability for deployments whose scale we don't control.
Blockchain-Specific Disclaimers
Blockchain networks operate outside our control. We're not responsible for network congestion that delays transactions, consensus failures that result in chain reorganizations, or protocol changes that affect contract functionality. We're not liable for losses resulting from price volatility, regulatory changes, or user errors in interacting with deployed contracts.
Smart contracts are permanent once deployed to mainnet. We can't reverse transactions, recover lost funds, or modify contract behavior after deployment unless we explicitly built in upgrade mechanisms – and those bring their own tradeoffs.
8. Termination and Cancellation
Sometimes projects need to end before completion. Here's how that works.
Termination by You
You can terminate our engagement at any time with written notice. You'll owe payment for all work completed to that point, plus any non-refundable costs we've already incurred (like testnet deployment fees or third-party audit expenses).
Deposits are generally non-refundable once work has begun. That's because we allocate team resources and decline other opportunities based on committed projects. But we'll work with you to find fair solutions if circumstances genuinely require project cancellation.
Termination by Us
We reserve the right to terminate if you breach these terms, fail to make required payments, or request work that we believe violates applicable laws. We'll provide written notice explaining our concerns and give you a reasonable opportunity to address the issues before actually terminating.
If we terminate for your breach, you pay for work completed. If we terminate without cause from your end, you pay only for milestones we've actually delivered, and we refund the rest.
Effects of Termination
Upon termination, we'll provide you with all work product completed to that point in a usable format. You're responsible for backing up this information – we're not obligated to maintain files beyond our standard retention period.
Confidentiality obligations survive termination. Neither party can suddenly start sharing previously protected information just because the business relationship ended.
9. Dispute Resolution
We'd rather solve disagreements through conversation than litigation. But when that doesn't work, here's the process.
Initial Discussion
If you've got concerns about our work or our conduct, contact us directly at support@wittycogni.com. Most issues stem from miscommunication or differing expectations – things we can usually resolve through honest dialogue.
Mediation
If direct discussion doesn't resolve the dispute, both parties agree to attempt mediation before pursuing legal action. We'll jointly select a mediator familiar with technology contracts and blockchain development. Mediation costs are split equally.
Governing Law and Jurisdiction
These terms are governed by the laws of Taiwan. Any legal proceedings must be filed in courts located in Hsinchu City, where our office is based. That's partly practical – we're a small team and traveling for litigation would be burdensome – and partly about providing certainty for both parties.
Arbitration Alternative
For disputes involving amounts under NT$1,000,000, either party may elect binding arbitration as an alternative to court proceedings. Arbitration offers faster resolution and lower costs than litigation, though you give up certain procedural rights available in court.
10. Changes to These Terms
We may update these terms as our services evolve, regulations change, or we learn from new situations. When we make substantive changes, we'll notify you via email and post the updated terms on our website.
Continued use of our services after we announce changes constitutes acceptance of the modified terms. If you don't agree with updates, your option is to discontinue use of our services. For ongoing projects, terms in effect when we started your engagement will generally continue to apply unless we mutually agree otherwise.
Version History
This document represents version 2.1 of our Terms of Use, effective January 15, 2025. Previous version (v2.0) was effective from March 2024 through January 2025. We maintain a changelog documenting substantive revisions, available upon request.
11. General Provisions
These final items might seem like legal boilerplate, but they serve important purposes in clarifying how these terms operate.
Entire Agreement
These terms, together with any signed service agreements or statements of work, constitute the entire agreement between us. They supersede any prior discussions, proposals, or representations – whether written or verbal. If there's a conflict between these general terms and a specific project agreement, the project agreement takes precedence.
Severability
If any provision proves unenforceable, the rest of these terms remain in effect. Courts will interpret unenforceable provisions as modified to the minimum extent necessary to make them enforceable while preserving their intent.
No Waiver
If we don't immediately enforce a term, that doesn't mean we've waived our right to enforce it later. Similarly, waiving a breach on one occasion doesn't waive our right to enforce that term in the future.
Assignment
You can't transfer your rights or obligations under these terms without our written consent. We may assign our rights and obligations to a successor entity if we're acquired or merge with another company, provided the assignee agrees to honor these terms.
Force Majeure
Neither party is liable for delays or failures resulting from circumstances beyond reasonable control – natural disasters, network outages, regulatory changes, or other genuinely unforeseeable events. We'll notify you promptly if such circumstances affect our ability to deliver and work with you to find reasonable alternatives.