Build First terms

What the offer is

No upfront payment. We build against a written Acceptance Spec that you sign before work starts, in a staging environment we control. You pay only if the build meets every requirement in the Spec. Equity deals are not free: equity is payment, and for those the offer reads “we are paid only if the build meets your Acceptance Spec”.

Who can apply

• Companies: enough funds to pay the agreed price if the build succeeds, and a named person with signing authority.
• Startups paying in cash or cash plus equity: an incorporated entity and a founder who can sign.
• Equity-only startups: an incorporated entity (or a commitment to incorporate before conversion), a documented cap table, authority to issue equity, and our own assessment of the idea, its stage and the team.
• Individuals qualify on the same basis, once they can show they can pay or have an entity for an equity deal.

We decide on every application and give a reason category if we decline. We do not accept regulated or safety-critical systems, hardware, or work that needs production credentials or production data before you sign.

The Acceptance Spec

Each requirement is a row with exact test steps and an expected result. Only binary, testable rows are accepted. The Spec is signed by the person who decides and then frozen. Later changes are written change requests that we absorb, defer to the paid phase or decline, and they never extend the free build beyond its agreed scope. If you miss a dependency we need from you, the build clock pauses. If the pause continues for the period set in your agreement, the slot lapses and nothing is owed on either side.

Build, staging and review

We build in staging. You receive named access. We do not export source code, hand over deploy keys, or touch production systems or production data before you sign. You review through your own internal sign-off, within the window set in your Spec. A row fails only if its test steps do not produce the expected result, and the failure is reported with the row ID and reproduction steps. Failed rows get one fix cycle. If you do not respond within the window and a reminder period, the evaluation closes as not accepted.

If every row passes

You proceed on the terms agreed before the build. If you decline after every row has passed, a Build Fee applies. Its amount is stated in your Evaluation Agreement before any work begins, and it gives you a non-exclusive licence to what the fee covers. For equity-only deals the equivalent is also agreed in advance.

If a row does not pass

You owe nothing. Staging is taken down, and we delete your materials and anything derived from them within the period set in your agreement. We may keep generic know-how and reusable components that contain none of your confidential information.

How pricing works

The price is agreed in writing before the build starts. How it is calculated depends on the line.

• Modernize: a fixed price banded by the measured size of the code (counted with a named tool, excluding vendored, generated and blank lines), capped by the price in your Spec.
• Flow: a monthly fee per live automation. The subscription starts at go-live.
• Launch: a fixed cash price, cash plus equity, or equity only. Equity terms depend on the stage and strength of the idea and the team, and are set in advance, with vesting and milestones where relevant.

This is separate from Monoes Workforce, which is a separate service that starts with a Discovery audit paid after delivery.

Intellectual property

Until you sign the Conversion Agreement, Monoes keeps the built product. Modernize: your original code stays yours, we receive a limited licence to work on it, and derived code is licensed or assigned only after conversion. Flow: Monoes keeps the platform and automation IP and you keep your data and configuration. Launch: IP is assigned to you when you pay or the equity is issued. Your own brand and materials always stay yours.

Confidentiality, data and who does the work

A mutual NDA applies from the first Spec call. We use synthetic or sample data in staging. The work is done by the Monoes team and vetted contributors who are bound by confidentiality and IP agreements, and Monoes reviews everything before you see it. Where personal data is involved we agree a data processing agreement. See the privacy notice for how application data is handled.

Capacity and the waitlist

We run a limited number of builds in parallel. When all slots are in use, new applications join a waitlist in the order they arrive, and we write to you when a slot opens.

Law and contact

These terms and the agreements under them are governed by the laws of Germany. For business customers the place of jurisdiction is Berlin-Charlottenburg. Questions: hello@monoes.me.