TERMS & CONDITIONS

2.1. Individual projects shall be governed by specific Statements of Work ("SOW"). Each SOW will detail the project scope, engineering deliverables, sprint timelines, tech stack parameters, and milestone payment schedules.

2.2. In the event of any conflict or inconsistency between these general Terms and an executed SOW, the provisions of the specific SOW shall prevail for that project.

2.3. Scope changes requested during sprint execution shall be processed through our formal Change Order Procedure, outlining additional cost and schedule impact prior to implementation.

3.1. The Client agrees to provide timely access to necessary technical documentation, third-party API credentials, domain access, cloud console permissions (AWS, Azure, GCP), and feedback within 48 hours of sprint review requests.

3.2. BrosDev is not liable for project delivery delays resulting from the Client’s failure or delay in providing required access, assets, or approvals.

3.3. The Client warrants that all assets, logos, databases, and proprietary software provided to BrosDev do not infringe upon any third-party intellectual property rights.

4.1. Transfer of Ownership: Upon full and final settlement of all invoices associated with an executed SOW, BrosDev assigns and transfers to the Client all right, title, and interest in and to the custom source code, design assets, and database schemas created specifically for the Client.

4.2. Pre-existing Components & Libraries: BrosDev retains ownership of its pre-existing proprietary frameworks, boilerplates, open-source modules, and developer tooling utilized in project creation. Client is granted a perpetual, royalty-free, worldwide license to use such integrated modules within their application.

4.3. Open Source Compliance: All open-source software libraries integrated into deliverables shall adhere strictly to their respective permissive licenses (e.g., MIT, Apache 2.0).

5.1. Invoicing Schedule: Services are billed on a fixed-fee milestone basis, bi-weekly sprint retainer, or time-and-materials rate as defined in the SOW. Invoices are due within 14 calendar days from invoice date.

5.2. Late Payment Interest: Invoices overdue by more than 15 business days shall incur interest at the rate of 1.5% per month or the maximum statutory rate allowed by applicable law.

5.3. Taxes & Fees: All quoted rates are exclusive of applicable local, state, or international sales taxes, VAT, or withholding taxes, which shall be borne by the Client.

6.1. Sprint Acceptance: Upon delivery of a sprint build or milestone release, the Client has 7 business days to inspect and test the software against agreed functional specifications.

6.2. Deemed Acceptance: If no written bug report or rejection notice is provided within the 7-day inspection window, the milestone deliverable shall be deemed accepted.

6.3. 30-Day Bug Warranty: BrosDev provides a 30-calendar-day warranty following final deployment, covering the rectification of reproducible critical bugs or code defects without additional charge.

7.1. Both parties agree that all trade secrets, client data, business plans, financial records, and source code disclosed during engagement shall remain strictly confidential.

7.2. Neither party shall disclose confidential information to any third party without prior written consent, except to employees, subcontractors, or legal advisors bound by equivalent non-disclosure obligations.

7.3. Confidentiality obligations shall survive the termination of services for a period of five (5) years.

8.1. Liability Cap:To the maximum extent permitted by law, BrosDev's total aggregate liability arising out of or related to any project shall not exceed the total fees paid by the Client under the specific SOW giving rise to the claim in the six (6) months prior to the incident.

8.2. Consequential Damages: In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business interruption.

9.1. Either party may terminate an ongoing engagement for convenience by providing thirty (30) days written notice to the other party.

9.2. Either party may terminate immediately for cause if the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) days of receiving written notification.

9.3. Upon termination, Client shall pay for all completed engineering work and prorated sprint labor delivered up to the effective date of termination.

10.1. These Terms shall be governed by and construed in accordance with international commercial law standards. Any legal dispute shall first be submitted to good-faith executive negotiation.

10.2. If unresolved within thirty (30) days, the dispute shall be referred to binding arbitration conducted under the rules of the International Chamber of Commerce (ICC) or competent jurisdiction court of company registration.