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COMMERCIAL AGREEMENT • TERMS OF ENGAGEMENT

Terms of Service &
Master Services Agreement

VERSION 4.2 • REVISED 2026STANDARD CLIENT MSAFULL IP TRANSFER GUARANTEED
[01]STATEMENT OF WORK & SERVICE SCOPE

1. Engagement Architecture & Deliverables

These Terms of Service govern all digital design, web engineering, SaaS platform development, artificial intelligence integration, and workflow automation services rendered by VisionsLab. Each project is executed pursuant to an individualized Statement of Work ("SOW") detailing technical specifications, sprint timelines, acceptance milestones, and fee structures.

[02]INTELLECTUAL PROPERTY & CODE OWNERSHIP

2. 100% Client Codebase Ownership

CORE PRINCIPLE:

Upon satisfaction of agreed milestone compensation, all custom code, repository commits, visual assets, database schemas, and AI agent prompts become the 100% exclusive intellectual property of the Client. We retain zero proprietary vendor lock-in.

Pre-existing agency utility libraries or open-source dependencies (e.g. React, Tailwind CSS, PostgreSQL) remain subject to their respective permissive licenses (MIT / Apache 2.0).

[03]ACCEPTANCE TESTING & BUG-FIX WARRANTY

3. Sprint Acceptance & 60-Day Technical Warranty

Each sprint delivery includes a dedicated 10-business-day User Acceptance Testing ("UAT") window. Furthermore, all production deployments are backed by our standard 60-day post-launch bug warranty covering critical defects, broken endpoints, or rendering discrepancies against agreed SOW specifications at zero additional cost.

[04]PAYMENT CADENCE & INVOICING

4. Invoicing, Milestones, & Terms

  • ■Milestone Invoicing: Standard development sprints are billed on a 50% initiation / 50% acceptance milestone schedule, or via pre-scheduled two-week agile sprint retainers.
  • ■Net-15 Settlement: Invoices are payable within fifteen (15) calendar days from receipt via automated ACH, wire transfer, or corporate card.
  • ■Third-Party Cloud Costs: Client maintains direct billing relationships with cloud compute, database, and LLM providers (AWS, Stripe, OpenAI, Cloudflare) unless managed hosting is explicitly contracted.
[05]CONFIDENTIALITY & MUTUAL NDA

5. Non-Disclosure & Trade Secrets

Both parties agree to treat all business plans, customer lists, architectural diagrams, API keys, and source code as strictly confidential. This obligation survives termination of the engagement for a minimum period of three (3) years.

[06]DISPUTE RESOLUTION & JURISDICTION

6. Governing Law & Arbitration

These Terms and any project SOW shall be construed under the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising out of or related to an engagement shall be settled by binding confidential arbitration under JAMS rules in San Francisco, California.