1. Engagement & Acceptance

Services are executed based on the Scope of Work (SOW) defined in the project proposal. Acceptance of these terms occurs upon:

• Signing of a Master Service Agreement (MSA) or Project Proposal.
• Execution of the initial deposit or milestone payment.
• Provision of access to client-side infrastructure (AWS, GitHub, etc.).

2. Intellectual Property (IP) Rights

Our IP framework ensures client security while maintaining engineering efficiency:

• Work for Hire: Upon full payment, all custom-developed source code, UI designs, and assets created specifically for the client are transferred to the client.
• Proprietary Components: OntrackSoft retains ownership of pre-existing frameworks and reusable libraries. Clients are granted a perpetual, non-exclusive license to use these components within the project scope.
• Third-Party Libraries: Usage of open-source or commercial third-party code is governed by their respective licenses (MIT, Apache, etc.).

3. Delivery & Acceptance Criteria

We operate on an iterative delivery model (Agile/Scrum):

• Milestones: Projects are divided into measurable sprints. Each milestone requires technical sign-off by the client.
• UAT: User Acceptance Testing (UAT) must be completed within 10 business days of delivery. Silence after 10 days constitutes automatic acceptance.

4. Financial Terms

Standard billing follows a Milestone or Time & Materials (T&M) structure:

• Invoices are due within 7 days of issuance.
• Suspension of services may occur if accounts remain overdue for more than 15 days.
• All professional fees are exclusive of applicable taxes (GST).

5. Limitation of Liability & Warranty

OntrackSoft represents that services will be performed with professional diligence:

• Warrenty: We provide a 30-day "Stability Period" post-launch for critical bug fixes.
• Third-Party Failure: We are not liable for downtime caused by AWS, Google, or other third-party providers.
• Cap on Liability: Total liability is limited to the amount paid by the client for the specific project phase in question.

6. Mutual Confidentiality (NDA)

Both parties agree to protect "Confidential Information" including trade secrets, source code, and business strategies. This obligation survives for 3 years post-termination of services.