Terms of ServiceRefund and Billing Dispute Policy
Last Updated: May 25, 2026
- 1. Scope and Nature of Services
- Time & Materials Basis: The Client explicitly acknowledges and agrees that the Services provided under this Agreement are strictly on a Staff Augmentation / Time and Materials (T&M) basis.
- Operational Control: Axomnex’s personnel (the “Agent”) operate under the direct supervision, management, and project control of the Client.
- No Deliverable Warranty: Axomnex guarantees the qualifications and competency of the Agent at the time of deployment but makes no warranties, express or implied, regarding specific project timelines, specific software milestones, or ultimate commercial success of the Client’s project.
2. Pre-Paid Weekly Billing Framework- Advance Invoice: All Services are billed on a weekly cycle. Axomnex will issue an invoice for the upcoming week’s estimated hours (based on a standard 40-hour workweek per Agent, or as otherwise specified in the SOW) every Thursday.
- Payment Due Date: The Client must clear the invoice in full by Friday 17:00 UTC prior to the working week. Axomnex reserves the right to suspend or withhold the Agent’s access to Client environments immediately if payment is not confirmed before Monday morning.
- Earned Fee Status: Upon commencement of work by the Agent on Monday of the prepaid week, the funds allocated for that week are considered fully earned by Axomnex and are legally non-refundable, subject only to the explicit exceptions in Sections 4 and 5.
3. Hour Reconciliation & Credit Allocation (No Cash Refunds)- Timesheet Submission: Axomnex will provide a weekly verified timesheet to the Client by the following Tuesday for the preceding week.
- Shortfall (Hour Deficit): If an Agent works fewer hours than the prepaid amount due to Axomnex-backed reasons (e.g., unexpected illness, verified medical leave, or unauthorized absence), the monetary value of the unworked hours will not be refunded in cash. Instead, it will be automatically converted into a Credit Memo and deducted from the subsequent week’s prepaid invoice.
- Overtime (Hour Surplus): If the Agent works additional standard hours authorized in writing by the Client, such hours will be billed retroactively on the next billing cycle at the standard hourly rate.
4. Evaluation Period & Material Incompetence (Agent Replacement)- Eight-Hour Performance Window: The Client shall have an initial evaluation period of eight (8) working hours from the first day a new Agent is onboarded (the “Trial Period”).
- Timely Rejection: If the Client determines, via objective and written evidence, that the Agent lacks the essential technical skills specified in the SOW, the Client must issue a Written Dispute Notice within forty-eight (48) hours of onboarding.
- Financial Adjustments & Replacement SLA: If the dispute is valid and filed on time, Axomnex will:
(a) Waive all billing for those initial eight (8) hours and issue a full credit or credit memo for that week’s prepayment; and
(b) De-provision the unsatisfactory Agent and use commercially reasonable efforts to propose a qualified replacement Agent within five (5) business days. - Late Discontent: Discontent voiced after the 8-hour window will not trigger any retroactive credits. The Client must utilize the standard termination procedure outlined in Section 5.
5. Mandatory Termination Notice & Mid-Week Offboarding- 5-Day Notice Requirement: The Client may terminate the assignment of any individual Agent at any time by giving Axomnex a minimum of five (5) business days’ advance written notice (the “Notice Period”).
- Immediate Release vs. Pay Obligation: If the Client wishes for the Agent to cease work immediately upon giving notice, the Client remains legally liable to pay for all scheduled hours during the 5-day Notice Period. No pro-rata refund will be issued for the remaining days of that active week.
- Prepaid Multiple Weeks Refund: If the Client has prepaid for multiple weeks in advance, any full, uncommenced billing weeks that fall after the expiration of the 5-day Notice Period will be refunded to the Client’s designated payment account within thirty (30) calendar days, minus any outstanding cross-charges and applicable payment processing or third-party bank fees.
6. Absences and Replacement SLA- Planned Absence: Axomnex will ensure the Agent provides at least three (3) business days’ advance notice to the Client for any planned time-off (e.g., vacations).
- Sudden Disappearance / Resignation: In the event that an Agent abruptly terminates their relationship with Axomnex or becomes permanently unavailable (e.g., severe illness):
(a) Axomnex will immediately stop billing for that Agent;
(b) Any remaining prepaid balance for that week will be refunded to the Client within ten (10) business days or transferred to a new replacement Agent; and
(c) Axomnex will initiate an emergency replacement protocol to source a comparable profile within seven (7) business days.
7. Intellectual Property (IP) Release Condition- Conditional Transfer: Axomnex agrees that all intellectual property rights, source code, and work product created by the Agent during the billed hours shall vest in the Client.
- Withholding Right: Crucially, such IP transfer is strictly conditioned upon Axomnex’s receipt of full and final payment for the corresponding hours. If the Client initiates an unauthorized chargeback or refuses to pay for a completed week, Axomnex retains a temporary lien over the work product produced during that specific period, and the Client’s license to use that specific code is automatically suspended.
8. Anti-Circumvention, Non-Solicitation, and Buy-Out Liquidated Damages- Strict Restrictive Covenant: During the term of this Agreement and for a period of twenty-four (24) months following the offboarding of the Agent or termination of this Agreement, the Client shall not directly or indirectly hire, retain, solicit, or engage the Agent as an employee, independent contractor, consultant, or through a third-party agency.
- Liquidated Damages: In the event of a breach of this Non-Solicitation covenant, the Client shall pay Axomnex an immediate Buy-Out Fee as liquidated damages equal to a fixed amount of $20,000 USD per individual breached.
- Payment Enforcement: This fee is due and payable within fifteen (15) calendar days of Axomnex issuing the breach notice. Failure to pay will result in immediate service termination, acceleration of all unpaid invoices, and legal escalation, with the Client bearing all attorney fees.