Terms & Conditions (Standard Service Agreement)

The following terms are a standard template intended to streamline contracting for consulting services. They may not cover all situations. Consider reviewing with a qualified attorney for your specific needs.

1. Parties

This Service Agreement ("Agreement") is entered into between Altai Soft Corporation LLC ("Provider"), a limited liability company located at: 390 NE 191st St STE 8558, Miami, Florida 33179, USA and the customer identified on the applicable proposal, statement of work, invoice, or order form ("Client").

2. Scope of Services

Provider will perform professional consulting services in the areas of software engineering, AI security, cybersecurity, platform & API integration, architecture, and related technical advisory ("Services"). The specific scope, deliverables, milestones, timeline, pricing, and assumptions will be described in a written Statement of Work ("SOW") or proposal accepted by Client. Each SOW is incorporated by reference into this Agreement.

3. Engagement Models

• Fixed Scope / Fixed Fee: Deliverables and acceptance criteria are defined in the SOW. Changes require a written change order.
• Time & Materials: Client pays for actual time spent at the agreed rates. Provider will provide periodic status updates and time summaries.
• Retainer: Client prepays for a recurring block of hours/capacity. Unused hours may expire as specified in the SOW.

4. Fees, Invoicing, and Payment

• Fees will be as stated in the SOW or invoice.
• Invoices are due within 14 days unless otherwise stated.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
• Client is responsible for applicable taxes, duties, or similar charges, excluding Provider's income taxes.

5. Expenses

Pre-approved reasonable expenses (e.g., travel, cloud infrastructure, tooling) may be billed to Client. Provider will seek written approval for any expense estimated to exceed the threshold defined in the SOW.

6. Client Responsibilities

• Provide timely access to systems, documentation, stakeholders, and environments reasonably required to deliver the Services.
• Designate a point of contact to make decisions and provide feedback.
• Ensure that Client-provided data and materials do not infringe third-party rights and comply with applicable laws.

7. Change Requests

Any change to scope, requirements, deliverables, or timeline must be documented in a written change order. Provider may adjust fees and deadlines accordingly.

8. Confidentiality

Each party may receive confidential information of the other party. The receiving party will protect the disclosing party’s confidential information using reasonable care and will use it solely to perform obligations under this Agreement. Confidential information does not include information that is publicly available, independently developed without use of the confidential information, or rightfully obtained from a third party. These obligations survive for 3 years after termination.

9. Intellectual Property

Unless otherwise stated in the SOW:

• Client Materials: Client retains ownership of pre-existing materials and systems provided to Provider.
• Deliverables: Upon full payment, Client receives a non-exclusive, worldwide license to use the deliverables created specifically for Client as described in the SOW.
• Provider Tools & Know-How: Provider retains ownership of its pre-existing frameworks, templates, libraries, methodologies, and general know-how.
• Open Source: Deliverables may include open-source components subject to their applicable licenses. Client agrees to comply with those licenses.

10. Acceptance

If the SOW defines acceptance criteria, Client will review deliverables within 10 business days of delivery. If Client does not provide written notice of material nonconformity within that period, the deliverables are deemed accepted.

11. Warranties and Disclaimers

Provider will perform the Services in a professional and workmanlike manner. Except as expressly stated in this Agreement, Provider disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business interruption. Provider’s total liability arising out of or related to this Agreement will not exceed the total fees paid by Client to Provider under the applicable SOW in the 3 months preceding the event giving rise to the claim.

13. Indemnification

Client will indemnify and hold Provider harmless from claims arising from Client’s misuse of the deliverables, violation of applicable laws, or Client-provided materials that infringe third-party rights.

14. Term and Termination

• This Agreement starts on the date Client accepts an SOW and continues until terminated.
• Either party may terminate an SOW for convenience with 14 days written notice, unless the SOW states otherwise.
• Either party may terminate immediately for material breach not cured within 10 days after written notice.
• Upon termination, Client will pay for Services performed and approved expenses incurred up to the effective termination date.

15. Independent Contractor

Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client.

16. Compliance and Export

Client agrees not to use the Services or deliverables in violation of applicable laws, including export control and sanctions laws.

17. Publicity

Unless Client requests otherwise in writing, Provider may list Client’s name and logo as a customer reference (without disclosing confidential information). Any case study requires Client’s prior written approval.

18. Governing Law; Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. The parties agree to the exclusive jurisdiction and venue of state and federal courts located in Miami-Dade County, Florida.

19. Force Majeure

Neither party will be liable for delays caused by events beyond reasonable control, including natural disasters, outages, labor disputes, war, terrorism, governmental actions, or failures of third-party hosting providers.

20. Entire Agreement

This Agreement and any SOWs constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous communications. Any amendment must be in writing and signed by both parties.

Questions? Email hello@altaisoftcorp.com.