Parties and agreements
These proposed terms identify the service provider as Jacob Reid, a sole proprietor doing business as Orikware. A paid engagement requires a separately accepted written agreement or statement of work identifying the client, scope, deliverables, fees, and responsibilities. Visiting the website or sending an inquiry alone does not create a paid development engagement.
If incorporated into an agreement, these terms apply subject to that agreement. A signed statement of work controls project-specific commercial terms; an executed data processing agreement controls a conflict about processing personal data. Mandatory legal rights are not excluded.
Scope, changes, and client responsibilities
Only agreed deliverables and services are included. New integrations, revisions beyond scope, or material requirement changes need a written change agreement covering cost and timing. The client supplies accurate requirements, authorized content, timely approvals, appropriate access, and any required third-party accounts.
Delivery dates depend on agreed dependencies. The statement of work must define milestones, acceptance criteria, review periods, support arrangements, and any ongoing service levels. No particular uptime, business result, advertising return, or AI accuracy is promised unless expressly stated in that agreement.
Fees, invoices, and expenses
The signed agreement and invoices establish deposits, milestone payments, recurring charges, applicable taxes, and due dates. Third-party usage charges, licenses, telephony, and hosting costs must be allocated in the agreement. Additional expenses require the authorization specified there.
Overdue undisputed fees may result in suspension after written notice and a reasonable opportunity to resolve the issue, subject to the agreement and law. Any late fee, cancellation charge, or refund arrangement must be expressly agreed and legally permitted.
Ownership and confidentiality
The agreement must specify ownership or licensing of commissioned deliverables and when any transfer occurs. Unless expressly transferred in writing, pre-existing tools, reusable components, methods, and know-how remain with their owner. Open-source and third-party components remain governed by their own licenses.
Each party must protect the other’s nonpublic information using reasonable care and limit disclosure to authorized people who need it for the engagement and are bound by confidentiality obligations. Exceptions include information lawfully public, independently developed, rightfully obtained, or required to be disclosed by law.
AI, integrations, and lawful use
AI responses and summaries may be inaccurate, incomplete, or unsuitable for a particular decision. The client remains responsible for human review of material commitments and for configuring appropriate approval and escalation rules. The services are not emergency response systems or a substitute for professional advice.
The client must have rights to the content and data it submits and must obtain notices and permissions required for communications, recording, AI use, and marketing. Third-party services have separate terms and may change or experience outages. The Acceptable Use Policy also applies when incorporated into the engagement.
Warranties and allocation of risk
Any deliverable warranty, correction period, service commitment, and remedy must be stated in the signed agreement. To the extent permitted by applicable law, other implied warranties are excluded.
Proposed liability allocation for negotiation: neither party is liable for indirect, incidental, special, or consequential losses arising from the services, and each party’s aggregate liability is limited to fees paid or payable for the affected services in the six months preceding the event. These exclusions do not apply to fraud, willful misconduct, liabilities that cannot lawfully be limited, or exclusions and higher limits expressly agreed in writing. Payment obligations remain due. This allocation must be reviewed and accepted in the client agreement; it does not become binding simply by being posted.
Termination and handover
The agreement should define termination rights, cure periods, payment for completed work, cancellation costs, delivery of paid-for materials, account handover, and data return or deletion. Either party may end an engagement for an uncured material breach under those agreed terms. Necessary suspension for unlawful use or an immediate security threat must be proportionate and communicated where lawful.
Disputes and contact
The proposed governing law is Florida law, subject to applicable mandatory protections and the jurisdiction terms accepted in the signed agreement. Parties should first attempt to resolve a dispute through written notice and good-faith discussion. No arbitration requirement or class-action waiver is created by this draft. Contact studio@orikware.com.