Standard Service Agreement Terms

The Service Provider performs the services set out in the client’s SOW. Tasks, features, or deliverables not expressly stated in the SOW are out of scope and require a separate written change order, subject to additional fees.

A project is considered complete when all deliverables specified in the SOW are delivered, tested (if applicable), and confirmed to function as specified. Minor post-delivery bug fixes, configuration clarifications, or usage guidance do not constitute new development and are not grounds for a refund or rework claim.

• Flat-rate services: fees are due 100% upfront prior to commencement of work.
• Hourly-based services: fees are invoiced based on time spent at the agreed hourly rate, payable on Net 15 terms from the invoice date.
• Late payments are subject to a late fee of 1.5% per month or the maximum allowed by law.

Refunds may be requested only for flat-rate services, and only if:

• The request is submitted within 7 calendar days of final delivery, and
• The delivered work materially fails to meet the agreed specifications in the SOW.

Refunds are not guaranteed and are granted at the sole discretion of the Service Provider. Hourly-based and milestone-based services are non-refundable.

Support requested after delivery is billed at the agreed hourly rate unless explicitly included in the original SOW.

Requests to change the scope of an engagement must be submitted in writing and are subject to review; they may require an updated fee quote and timeline.

The Service Provider and its members, agents, or affiliates are not liable for indirect, incidental, special, or consequential damages. Total liability under an engagement does not exceed the total fees paid by the client for that engagement. The client agrees to indemnify and hold harmless the Service Provider against claims, damages, or liabilities arising from misuse or unauthorized modification of deliverables.

Deliverables created under an engagement become the client’s property only upon full payment of all due invoices. Until then, intellectual property remains the sole property of the Service Provider.

Both parties keep confidential all non-public, proprietary, or confidential information disclosed in connection with the engagement, and will not share it with third parties or use it outside the scope of the engagement without written consent, except as required by law. This obligation survives for three years after the engagement ends. A mutual NDA is available on request before sensitive information is shared.

The Service Provider acts as an independent contractor. Nothing in an engagement creates a partnership, joint venture, or employer-employee relationship.

These terms are governed by the laws of the Commonwealth of Virginia.

A signed SOW together with these terms constitutes the entire agreement for an engagement and supersedes prior understandings or representations on that engagement.