Terms & Conditions of Service

2.1. Statement of Work

All services, deliverables, milestones, schedules, and pricing shall be explicitly defined and mutually agreed upon in a written SOW. The SOW will be deemed part of these T&Cs.

2.2. Change Management

Any changes to the agreed-upon scope, specifications, or timelines in the SOW must be submitted by the Client as a formal Change Request (CR). All CRs must be agreed upon in writing by both parties, and may result in adjustments to the development cost, schedule, and payment milestones.

3.1. Fees

The Client agrees to pay the fees specified in the SOW, which may be a fixed fee, a time and materials (hourly) rate, or a milestone-based payment structure.

3.2. Payment Schedule

Invoices will be issued according to the payment schedule in the SOW and are due within [e.g., 7, 15, or 30] days of the invoice date.

3.3. Late Payments

Failure to make payments on time constitutes a material breach of these T&Cs. The Developer reserves the right to charge interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on all overdue amounts. The Developer may also suspend all work, including but not limited to development, hosting, and support, until all overdue amounts are paid in full.

4.1. Client Ownership of Deliverables

Upon full and final payment for the project, all Intellectual Property Rights in the custom-developed software, including the source code, object code, design, and documentation ("Deliverables"), shall be exclusively owned by the Client, provided they are developed specifically for the Client under the SOW.

4.2. Developer's Pre-existing IP

The Client acknowledges that the Developer may use certain proprietary tools, libraries, frameworks, or generic code (Developer's IP) developed prior to or independently of this Agreement. The Developer retains all ownership rights to the Developer's IP. The Developer grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Developer's IP strictly to the extent necessary for the operation of the Deliverables.

4.3. Third-Party IP

The Developer will identify any third-party software (including open-source components) integrated into the Deliverables, and the Client agrees to comply with all associated third-party licenses.

5.1. Limited Warranty

The Developer warrants that the Deliverables will perform substantially in accordance with the agreed-upon Specifications in the SOW for a period of [e.g., 30 or 60] days following the final delivery and Client acceptance ("Warranty Period"). During this period, the Developer will rectify any bugs or defects reported by the Client free of charge.

5.2. Warranty Exclusions

The Warranty does not cover issues arising from:

• • (i) modifications to the software made by the Client or a third party;
• • (ii) improper use, maintenance, or negligence;
• • (iii) failure of hardware, operating system, or network not supplied by the Developer;
• • (iv) changes in environment or technology.

5.3. Limitation of Liability

The Developer's total liability to the Client for any and all claims arising out of or related to these T&Cs, the SOW, or the Deliverables, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total amount of fees paid by the Client to the Developer under the specific SOW from which the claim arose. In no event shall the Developer be liable for any indirect, incidental, special, punitive, or consequential damages (including, without limitation, loss of data, loss of profits, or business interruption).

7.1. Termination for Convenience

Either party may terminate an SOW or these T&Cs upon [e.g., thirty (30)] days written notice to the other party. In such a case, the Client shall pay the Developer for all work completed up to the date of termination.

7.2. Termination for Cause

Either party may terminate an SOW or these T&Cs immediately upon written notice if the other party: (i) breaches any material provision of the Agreement and fails to cure such breach within [e.g., fifteen (15)] days of receiving written notice; or (ii) becomes insolvent or files for bankruptcy.

10.1. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, floods, fire, labor disputes, or government actions.

10.2. Entire Agreement

These T&Cs, together with any executed SOWs, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings and agreements.

10.3. Severability

If any provision of these T&Cs is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4. Relationship of Parties

The Developer shall act as an Independent Contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship.