Terms of Service & Development Credit Agreement

1. Definitions and Interpretation

In this Agreement, the following expressions shall have the following meanings unless the context requires otherwise:

2. Contract Formation, Account Registration & Eligibility

2.1 Eligibility: You must be at least 18 years old (or the legal age of majority in your jurisdiction) and possess the legal capacity to enter into binding contracts. If you are registering on behalf of a game studio, company, or organization, you warrant and represent that you have full legal authority to bind that entity to this Agreement.

2.2 Account Security: You agree to provide accurate, current, and complete registration information. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify Mimesis immediately of any unauthorized use or security breach.

2.3 B2B and Consumer Status: This Agreement governs contracts with both commercial businesses ("B2B") and individual consumers ("B2C"). Specific provisions apply based on your legal classification, as detailed herein.

3. Scope of Services & Multidisciplinary Delivery Model

3.1 Service Capabilities: Mimesis Indie provides Humans-as-a-Service multidisciplinary game development. Services are performed by qualified and experienced personnel across almost any aspect of the game development cycle, including but not limited to:

• Gameplay & Systems Engineering: Core mechanics, player controllers, AI systems, physics, backend integration, multiplayer networking, and tooling.
• Technical Art & Shaders: Custom HLSL/Shader Graph shaders, compute shaders, VFX, post-processing pipelines, lighting, and rendering optimization.
• 3D & 2D Art: Character and environment modeling, texturing (PBR), rigging, skinning, keyframe/mocap animation, UI/UX asset creation, and 2D concept art.
• Performance Optimization & Refactoring: Profiling, frame rate optimization, batching, draw call optimization, and platform readiness.
• Publishing & Platform Support: Store publishing support, build pipeline setup, platform integrations (e.g. Steam, Epic, mobile, console), and submission readiness.

3.2 Personnel Assignment & Senior Review: Tasks are executed by qualified and experienced personnel across our disciplines. Work may be performed by junior, mid-level, or senior team members as appropriate for the task, with all completed work reviewed and optimised by a senior human prior to delivery.

3.3 Review Timelines & Sequential Execution:

• Solo Indie: Work tickets have an expected review and estimation time of 48 hours*. Tickets are worked on sequentially (one active ticket in-progress at a time).
• Solo Indie+: Work tickets have an expected review and estimation time of 24 hours*. Tickets are worked on sequentially (one active ticket in-progress at a time).
• Indie Studio: Work tickets have an expected review and estimation time of 24 hours*. Multiple tickets can be worked on in parallel by specialists simultaneously.

3.4 Working Days & Public Holidays: All response times, expected review timelines, estimation windows, and turnaround targets expressed in hours (such as 24 hours or 48 hours) or days represent standard UK working business days (Monday to Friday, 09:00–18:00 GMT/BST), and represent estimated targets rather than legally binding service level guarantees. UK public holidays and bank holidays are not counted towards review timelines or turnaround targets. Ticket submissions received on weekends or public/bank holidays enter the review queue and begin processing on the next immediate working day.

4. Subscription Plans, Hourly Rates & Billing Terms

4.1 Designated Tier Rates: Development credits are purchased at the prevailing hourly rate for your selected tier:

*Expected review times and turnaround targets represent standard UK working days (Monday through Friday, excluding UK public and bank holidays) and are estimated targets.

4.2 Recurring Subscriptions: Subscriptions can be cancelled at any time directly through your dashboard billing portal. Monthly subscriptions renew automatically on the billing cycle anchor date until cancelled.

4.3 Top-Up Credit Purchases: Top-up development credit purchases are available exclusively to accounts on the Indie Studio subscription tier.

4.4 Taxes & Currency: All fees are quoted in GBP (£) or USD ($) as selected. Where applicable under UK tax law, Value Added Tax (VAT) or relevant sales taxes will be calculated and displayed during checkout.

5. Development Credit Policy & 12-Month Validity Window

5.1 Nature of Development Credits: Development credits are advance service credits purchased to reserve multidisciplinary studio capacity and pay for ticket execution.

5.2 12-Month Validity Window: Unused purchased development credits remain available in your account for twelve (12) calendar months from the exact date of purchase. Credits roll over seamlessly from month to month during this 12-month validity window.

5.3 Multi-Project Application: Development credits are tied to your client account and can be deployed interchangeably across any of your registered game projects.

5.4 Credit Expiration: Any purchased credit that remains unspent upon the expiration of its 12-month validity window shall lapse automatically without monetary compensation, subject to mandatory statutory consumer protections.

6. 14-Day Launch Matching Promotion Terms

6.1 Promotional Matching Bonus: Clients registering during the platform launch period receive a 100% matching bonus on credit purchases made during the initial 14-day promotional window, up to a maximum cap of £2,000 GBP (or $2,500 USD) in matched credit.

6.2 Usage Sequence: Promotional matched hours are credited to your promotional balance and are utilized automatically in sequence once purchased hours have been exhausted.

6.3 Zero Monetary Value: Promotional matched credits are complimentary service credits provided solely for platform onboarding. They have zero cash surrender value and are strictly non-refundable under all circumstances.

7. Ticket Submission, Scoping, Estimation, Acceptance & Fair Use Lifecycle

7.1 Submission & Scoping: Clients submit tickets describing the required feature, bug fix, shader, art asset, or technical task, along with relevant repository branches, repro steps, or design references.

7.2 Zero Deduction Without Client Acceptance: Submitting a ticket does not deduct or reserve hours. Mimesis qualified personnel assess the request and provide a formal estimate (e.g. 6 hours). Hours are only reserved from your balance when you explicitly click "Accept Estimate" in the dashboard.

7.3 Declined Estimates: If you decline an estimate or cancel a ticket prior to specialist commencement, zero hours are deducted from your balance.

7.4 Scope Changes & Unforeseen Blockers: If unforeseen third-party engine bugs, corrupt project assets, or client-requested changes arise during task execution, Mimesis will immediately notify you. Any estimate revision requires written client confirmation before additional hours can be reserved or deducted.

7.5 Delivery & Client Acceptance: Upon task completion, Mimesis will deliver the verified code and assets to you. The client has seven (7) days to test the deliverable and report any non-conformities.

7.6 Language of Support & Communications: All services, technical consultations, onboarding calls, ticket discussions, code commentary, and customer support are provided exclusively in English.

7.7 Fair Use & Discrete Ticket Scoping: To maintain predictable quality and timely turnaround, each submitted ticket must represent a single, discrete feature, bug fix, shader, art deliverable, or technical task. Clients agree not to consolidate multiple unrelated features, systems, or large multi-week milestones into a single composite ticket. If a submitted ticket encompasses multiple independent deliverables, Mimesis reserves the right to request that it be divided into separate tickets for transparent scoping and execution.

7.8 Studio Capacity, Throughput Pacing & Queue Management: Development Credits fund multidisciplinary studio capacity across your subscription and 12-month validity window. Ticket execution and delivery throughput are paced according to active ticket concurrency limits (one active ticket in progress at a time for Solo Indie and Solo Indie+; parallel specialist execution for Indie Studio), specialist discipline availability, and active studio workload. Maintaining or purchasing a high credit balance reserves total studio capacity but does not guarantee instantaneous or simultaneous execution of all credits. All response times, estimation windows, and turnaround targets represent estimated targets rather than legally binding service level agreements (SLAs). Where studio submission volume surges, Mimesis manages queue priority according to plan tier and client backlog preferences, ensuring every deliverable maintains rigorous senior human review and testing before release.

7.9 Backlog Scoping Fair Use Limit: In order to prevent triage gridlock and protect development capacity, Mimesis reserves the right to limit the number of unaccepted tickets undergoing simultaneous scoping and estimation per account (typically up to five (5) active pending estimates at any one time) and to request client backlog prioritization before scoping additional submissions.

8. Payment, No-Refund Policy, Quality Guarantee & Statutory Rights

Because Mimesis Indie provides bespoke professional services and commits dedicated multidisciplinary specialist capacity, infrastructure, and tools upon receiving your payment, the following policy applies:

9. Intellectual Property Rights (IP) & Asset Ownership

9.2 Client Materials: The Client retains sole ownership of all pre-existing Client Materials and game repositories. The Client grants Mimesis a non-exclusive, revocable, royalty-free license to access, modify, compile, and run Client Materials solely for the purpose of executing the Services.

9.3 Third-Party & Pre-Existing Assets: Client IP ownership excludes any pre-existing third-party software, open-source libraries (e.g. MIT/Apache), Unity Asset Store packages, or commercial plugins that the Client specifically instructs Mimesis to integrate into their project. Such third-party assets remain subject to their respective third-party licenses.

9.4 Non-Disclosure of Unreleased Games: Mimesis will never showcase, publish, or publicly reference your unreleased game, screenshots, video captures, or code snippets in our portfolio or marketing without your explicit prior written consent.

9.5 Solo Indie Tier Mandatory Attribution Requirement: It is an express contractual condition of using or subscribing to the Solo Indie tier that the Client must include the Mimesis Indie name and/or logo clearly visible within their game (such as in the game's credits, main menu, or splash screen).

10. AI Policy & Tooling Guidelines

10.1 Human-First by Default: All Services are delivered exclusively by human personnel. Zero external AI or LLM tools are utilized on your repositories by default.

10.2 Optional AI Usage: Clients who explicitly enable AI usage on their project authorize our team to utilize internal and commercial third-party AI tools. The Client acknowledges and agrees that Mimesis does not control external AI providers and is not responsible or liable for how external third-party AI providers process, retain, cache, index, train on, or handle data, assets, or code. While Mimesis assigns all of its own rights in deliverables to the Client (subject to Section 9), Mimesis makes no warranties regarding the independent terms, output copyrightability, or data retention practices of third-party AI platforms.

10.3 Senior Human Review Guarantee: All generative output created or assisted with AI is reviewed, validated, and tested by a senior human (developer, artist, producer, designer) prior to delivery. See our AI Policy for complete terms.

11. Client Obligations & Safeguards Against Unlawful Use

11.1 General Obligations: The Client agrees to:

• Provide functional git repository access (via GitHub, GitLab, or other VCS) with appropriate write permissions for the designated development branches.
• Provide accurate, sufficiently detailed technical briefs, reproduction steps, and required design assets for submitted tickets.
• Review estimates, deliverables, and pull requests in a reasonably prompt manner.
• Warrant that all Client Materials provided do not infringe third-party intellectual property rights, contain malicious code, or violate applicable laws.

11.2 Safeguards Against Unlawful Use & Platform Misuse: You agree not to use the platform, services, or studio personnel for any unlawful, fraudulent, or harmful purposes, including but not limited to: creating malware, spyware, exploits, or malicious code; reverse-engineering proprietary software in violation of third-party licenses; academic dishonesty (e.g. students attempting to cheat on exams, coursework, or academic assignments); infringing third-party intellectual property; or transmitting unlawful, infringing, or defamatory material. Any breach of this clause or misuse of our services will result in immediate account termination, closure of active tickets, and the immediate forfeiture and loss of all remaining development credits without refund or right of compensation.

12. Mutual Confidentiality & Non-Disclosure

12.1 Confidential Information: Each party undertakes to keep confidential all technical, commercial, financial, and creative proprietary information disclosed by the other party, including but not limited to 2D and 3D art assets, models, textures, animations, audio, source code, game mechanics, story and lore, design documents, and proprietary game files.

12.2 Obligations of Non-Disclosure: Neither party shall use or disclose the other party's Confidential Information except as strictly required to perform this Agreement or as mandated by law.

13. Warranties, Disclaimers & Limitation of Liability

13.1 Exclusion of Indirect & Consequential Loss: To the maximum extent permitted by English law, Mimesis Studios Ltd, its directors, employees, and contractors shall not be liable to the Client (whether in contract, tort including negligence, breach of statutory duty, or otherwise) for any indirect, special, incidental, punitive, or consequential loss, including loss of profits, loss of revenue, loss of data, loss of commercial reputation, platform release delays, or third-party store rejections (e.g. Steam, Sony, Nintendo, Apple).

13.2 Aggregate Financial Liability Cap: The total aggregate liability of Mimesis Studios Ltd arising out of or related to this Agreement or the Services shall be strictly limited to the total fees actually paid by the Client to Mimesis in the six (6) calendar months immediately preceding the event giving rise to the claim.

13.3 Non-Excludable Liability: Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded under English law.

14. Indemnification

The Client agrees to indemnify and hold harmless Mimesis Studios Ltd, its officers, directors, and employees against any claims, losses, damages, liabilities, and legal expenses arising out of any third-party claim alleging that the Client Materials or instructions provided by the Client infringe the intellectual property rights or privacy rights of any third party.

15. Suspension, Cancellation & Termination

15.1 Cancellation by Client: You may cancel your recurring monthly subscription at any time directly through your dashboard billing portal. Cancellation takes effect immediately. Unused purchased development credits remain valid for 12 months from purchase.

15.2 Termination for Cause by Mimesis: Mimesis may suspend or terminate your account immediately upon written notice if you materially breach this Agreement, fail to pay due fees, engage in abusive or harassing behavior toward studio personnel, or submit malicious code to repositories.

15.3 Post-Termination Obligations: Upon termination, all outstanding committed ticket hours shall be deducted, repository access tokens will be deleted, and remaining valid purchased credits will remain subject to the terms of this Agreement.

16. General Provisions

16.1 Force Majeure: Neither party shall be in breach of this Agreement for failure or delay in performing obligations resulting from events beyond its reasonable control (including acts of God, strikes, power failures, or telecommunications breakdowns).

16.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements.

16.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.4 Third-Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.5 Amendments: Mimesis may update these Terms from time to time. Clients are advised to check these terms regularly on our website. Mimesis is not responsible for sending individual update notifications for revisions.

17. Governing Law and Exclusive Jurisdiction

17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.