This Service Agreement (the "Agreement") is entered into by Provider ("Provider"), and Client ("Client"). It sets out the services Provider will perform, what Client will pay, who owns the results, what is warranted, and what support continues after delivery.
Section 1
Services and Deliverables
Section 2
Fees and Payment
Section 3
Delivery and Acceptance
Provider will notify Client when a deliverable is ready for review. Client has 10 days to review it and either accept it or give written notice of what does not meet the agreed description.
If Client does not respond within that period, or puts the deliverable into live use, it is treated as accepted. Provider will correct anything properly identified during the review period at no additional charge.
Requests that go beyond the agreed description are new work, not corrections, and will be quoted separately.
Section 4
Intellectual Property
On receipt of payment in full, Provider assigns to Client all right, title, and interest in the deliverables produced under this Agreement, including copyright. Provider will sign any further documents Client reasonably needs to record that transfer.
Until payment is made in full, all rights remain with Provider, and Client has no license to use the deliverables in production.
Provider retains ownership of everything it brought to the engagement or developed independently of it — tools, libraries, frameworks, templates, methods, and know-how ("Background IP") — including anything of that kind embedded in a deliverable. To the extent Background IP is included, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use it as part of the deliverables. Nothing in this Agreement prevents Provider from reusing its Background IP, or from applying general skills and knowledge gained, on other work.
Notwithstanding the Confidentiality section, Provider may identify Client as a client and publicly display the deliverables — including screenshots, written descriptions, and a link to the live work — in Provider's portfolio, website, and marketing materials. Client will have a reasonable opportunity to review and approve any case study or written description before first publication, such approval not to be unreasonably withheld. This right does not extend to Client's business data, customer information, or end-user documents.
Section 5
Warranties
Provider warrants that the services will be performed in a professional and workmanlike manner, consistent with generally accepted standards for similar work.
For 30 days after acceptance of the final deliverable, Provider warrants that the deliverables will perform materially as described in this Agreement. If they do not, Provider will correct the defect at no charge. This is Client's exclusive remedy under this warranty. The warranty does not cover problems caused by changes made by anyone other than Provider, by third-party services or platforms, or by use outside the deliverable's intended purpose.
Provider warrants that, to the best of its knowledge, the deliverables do not infringe any third party's intellectual property rights, and that it has the right to grant the rights this Agreement grants.
EXCEPT AS STATED IN THIS SECTION, THE DELIVERABLES AND SERVICES ARE PROVIDED "AS IS", AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Provider does not warrant that the deliverables will be uninterrupted or error-free.
Section 6
Support, Maintenance and New Work
For 30 days following acceptance of the final deliverable, Provider will correct defects, errors, and bugs in the delivered work at no charge, as described in the Warranties section above. This covers making the delivered work behave as agreed; it does not cover new functionality.
Section 7
Confidentiality
Each party may receive information the other treats as confidential. Each will use that information only to perform this Agreement, will protect it with at least the care it uses for its own confidential information, and will not disclose it to anyone who does not need it for this work.
These obligations continue for 3 years after this Agreement ends. They do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed without using the other's information, or must be disclosed by law — in which case the receiving party will give notice where it lawfully can.
Section 8
Liability, Relationship, and General Terms
Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or lost data, even if advised such damages were possible. The total liability of Provider under this Agreement will not exceed the total fees paid by Client under it. These limits do not apply to a party's fraud, willful misconduct, gross negligence, breach of confidentiality, or infringement of the other party's intellectual property.
Each party will defend and indemnify the other against third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement. The party seeking indemnity will give prompt notice and reasonable cooperation.
Provider performs this work as an independent contractor, not an employee, partner, or agent of Client. Provider controls the manner and means of the work, supplies its own equipment, is responsible for its own taxes and insurance, and is free to work for others. Nothing in this Agreement creates an employment or partnership relationship.
Either party may end this Agreement on 15 days' written notice, or immediately if the other materially breaches it and does not fix the breach within 10 days of written notice. On termination Client will pay for all work performed and expenses properly incurred up to that date, and Provider will deliver the work completed to that point.
Notices under this Agreement must be in writing and sent to the addresses or email addresses stated above, or to any address a party later gives in writing. Notice is effective on delivery if sent by hand or courier, on the next business day if sent by email with no delivery failure, and three business days after mailing if sent by post.
The sections covering intellectual property, warranties, confidentiality, limitation of liability, indemnification, and notices survive the end of this Agreement, along with any payment obligation accrued before it ended.
This is the entire agreement between the parties on this subject and replaces any prior understanding. It may be changed only in writing signed by both parties. If any provision is unenforceable, the rest remains in effect. Neither party may assign it without the other’s consent, except to a successor of substantially all of its business. Neither party is liable for delays caused by events beyond its reasonable control. It may be signed in counterparts, including electronically.
The parties have signed this Agreement as of the Effective Date, intending to be legally bound.
