Terms of Service, Master Services Agreement & Recruitment Policy

1.1 Scope of Work & Statement of Deliverables

All software development, AI bot engineering, 3D WebGL spatial design, and consulting services provided by Gurdharam AI Engineering Studio ("Studio") are governed by an agreed written Statement of Work (SOW), proposal, or confirmed tier purchase (e.g., Starter Business, Growth Business + SEO, 2D + 3D Interactive, Ultra 3D Spatial Flagship). Any modifications, feature additions, layout redesigns, or architectural pivots requested after sprint kickoff shall constitute out-of-scope work requiring a written Change Order with adjusted fees and delivery timelines.

1.2 Fixed-Fee Milestone Payments & Delivery Condition

Engagements are structured on milestone or flat-rate billing:

• Milestone 1 (50% Upfront Deposit): Due prior to project commencement, Git repository creation, UI wireframing, or architecture allocation. This deposit is non-refundable once engineering sprints have begun.
• Milestone 2 (50% Final Balance): Due immediately upon delivery of the completed staging build, live preview demonstration, and QA verification.
• Condition Precedent to Handover: Production source code repositories, Git transfer of ownership, administrative credentials, and live custom domain DNS cutovers shall NOT be released or transferred until 100% of agreed fees have cleared in the Studio's bank account.

1.3 Client Assets, Feedback & Project Dormancy

The client agrees to provide all necessary digital assets (brand assets, logos, high-resolution media, product data, copy) and staging feedback within seven (7) business days of request. If the client fails to provide required input, approvals, or payment for more than twenty-one (21) consecutive calendar days, the project shall be classified as "Dormant". Re-activating a dormant project requires scheduling realignment and a 15% restart administrative surcharge.

1.4 Intellectual Property & Code Ownership Transfer

Upon 100% receipt and clearance of all agreed payments, the client receives exclusive, irrevocable, worldwide ownership of the custom-written front-end application code, custom styling, client-supplied assets, and unique website content. Pre-existing proprietary studio toolchains, procedural shader routines, boilerplates, and open-source libraries (e.g., React, TailwindCSS, Three.js, Lucide, Framer Motion under MIT/Apache 2.0 licenses) remain licensed according to their respective open-source terms, granting the client a perpetual, royalty-free license to use them as compiled in the deliverable.

1.5 Third-Party APIs, Cloud Services & Hosting Passthrough

The client is solely responsible for procuring, maintaining, and funding all third-party API accounts, server hosting, domain registrations, and cloud consumption fees (including but not limited to OpenAI API, Anthropic Claude, Meta WhatsApp Cloud API, Sarvam AI, Twilio, Vercel, Supabase, Google Cloud Console, and AWS). The Studio bears zero liability for third-party upstream service interruptions, quota exhaustion, API deprecation, price hikes, or account suspensions imposed by third-party platform vendors.

1.6 Seven-Day Acceptance Testing Window & Post-Launch Warranty

The client shall have a period of seven (7) calendar days following delivery of the staging build to test deliverables against the specifications set forth in the SOW. The Studio shall rectify any reproducible technical defects or bugs reported within this 7-day period at zero additional cost. Following the 7-day window, or upon client authorization of live DNS deployment, the deliverables shall be deemed irrevocably accepted. Future feature updates, design overhauls, or third-party breaking changes shall be handled under separate hourly billing or monthly maintenance contracts.

2.1 Independent Contractor Classification (Zero Employment Relationship)

Any developer, UI/UX designer, software engineer, or technical specialist recruited, engaged, or subcontracted by the Studio ("Contractor") is engaged strictly as an Independent Contractor (Form 1099-NEC standard under US law and independent service provider under the Indian Contract Act 1872).

Nothing contained in this agreement or in any engagement shall be construed to create an employer-employee relationship, partnership, agency, or joint venture between the Studio and the Contractor. The Contractor retains full discretion over their working hours, location, and choice of equipment. The Contractor acknowledges they are NOT entitled to employee benefits, health insurance, paid leave, worker's compensation, or severance, and bears 100% sole responsibility for all federal, state, local, self-employment, income, and GST taxes.

2.2 Work Made for Hire & Complete 100% Intellectual Property Assignment

In accordance with 17 U.S.C. § 101 (United States Copyright Act) and Section 17 of the Indian Copyright Act 1957, all deliverables, computer code, software architecture, pull requests, scripts, 3D assets, shaders, visual mockups, documentation, and inventions prepared by the Contractor in connection with Studio projects shall be deemed "Work Made for Hire" owned exclusively by the Studio.

To the extent any deliverable or portion thereof is not recognized as a work made for hire by operation of law, the Contractor hereby unconditionally and irrevocably assigns, transfers, and conveys to the Studio 100% of all right, title, and interest throughout the universe in perpetuity, including all copyrights, patent rights, trade secret rights, and moral rights, without any reservation of rights or future claim to royalties.

2.3 Code Standards, Security Auditing & Zero-Vendor-Leak Guarantee

The Contractor covenants that all code submitted is clean, original, or derived strictly from permissively licensed open-source libraries (MIT, Apache 2.0, BSD) explicitly authorized by the Studio Lead Architect. The Contractor warrants that no proprietary code, GPL/copyleft code, or third-party trade secrets are incorporated into Studio deliverables.

Contractors must strictly observe OWASP security benchmarks. Committing unencrypted API keys, client secrets, passwords, or personal data into any Git repository is strictly prohibited and constitutes grounds for immediate termination without remuneration, plus liability for security remediation damages.

2.4 Milestone Verification & Acceptance Gate

Contractor compensation is payable strictly upon verification and acceptance of assigned sprint tasks by the Studio Lead Architect (Gurdharam Jeet Singh). If submitted work contains bugs, fails TypeScript compilation, breaks responsive layouts, or fails performance gates (<90 Lighthouse / dropped frames), the Contractor must remedy the defect without additional billing prior to invoice clearance.

3.1 Qualifying Deals & Registered Lead Protocol

Sales representatives, business development contractors, and affiliates ("Sales Partners") are eligible to earn product-wise commissions on qualified deals. A "Qualifying Deal" is strictly defined as a prospective client who:

• Was formally registered with the Studio in writing via official lead registration channel prior to contact;
• Was not already in active discussion with or an existing client of the Studio;
• Executes a legally binding Studio Master Services Agreement or tier contract; and
• Has paid in full, and whose funds have fully cleared in the Studio's bank account.

3.2 Product-Wise Commission Schedule (Transparent Rates)

Commissions are earned per closed and cleared deal according to the following schedule:

3.3 Payout Schedule & Cleared Funds Requirement

Commissions are calculated and disbursed strictly within five (5) to seven (7) business days following the date that client funds have fully cleared in the Studio's commercial bank account. No commissions shall be fronted, loaned, or advanced on uncollected receivables or pending credit card authorizations.

3.4 Clawback & Refund Chargeback Provisions

If a client requests a refund, executes a bank chargeback, cancels a credit transaction, or defaults on their payment obligations, any commission paid to the Sales Partner for that transaction shall be automatically forfeited and clawed back. The Studio reserves the legal right to offset such clawback amounts against future commission payouts or demand immediate repayment within fourteen (14) days.

3.5 Truth in Advertising & Representation Ethics

Sales Partners must accurately present Studio capabilities, standard turnaround times, and pricing as documented on the official platform. Sales Partners are strictly prohibited from making false technical guarantees, unauthorized price reductions, or engaging in spam or deceptive email/WhatsApp solicitations. Any violation terminates the affiliation immediately with complete forfeiture of unpaid balances.

4.1 Non-Circumvention & Non-Solicitation Covenant

The Contractor and Sales Partner recognize that the Studio has expended substantial capital, time, proprietary trade secrets, and reputation in establishing its client relationships. To protect these legitimate business interests, the Contractor and Sales Partner agree that for twenty-four (24) months post-termination, they will not:

• Directly or indirectly contract with, pitch, bill, or service any client or lead introduced by the Studio;
• Solicit, induce, or encourage any client to sever or reduce their commercial relationship with the Studio;
• Accept off-the-books or side compensation from any Studio client for work relating to Studio projects; or
• Solicit, hire, or entice away any engineer, developer, designer, or contractor affiliated with the Studio.

4.2 Injunctive Relief & Enforceable Liquidated Damages

Any breach of Section 4.1 causes irreparable injury to the Studio for which monetary damages alone would be inadequate. The Studio shall be entitled to seek immediate preliminary and permanent injunctive relief, specific performance, and temporary restraining orders in any court of competent jurisdiction without necessity of posting a bond.

In addition to injunctive relief, the breaching party agrees to pay the Studio liquidated damages equal to 100% of all gross revenues, fees, or remuneration received or receivable from the circumvented client, plus reimbursement of all attorney's fees, forensic audit fees, and court costs incurred by the Studio in enforcing this covenant.

4.3 Non-Disclosure Agreement (NDA) & Trade Secret Secrecy

"Confidential Information" includes, without limitation: private Git source repositories, local LLM quantization scripts, proprietary prompts, audio pipeline latencies, client identities, pricing formulas, margin sheets, and operational workflows. Contractors and Sales Partners agree to hold all Confidential Information in strict confidence and shall not disclose or exploit such information for personal gain or for the benefit of any third party. This obligation survives indefinitely beyond termination.

4.4 Limitation of Liability & Consequential Damages Cap

To the maximum extent permitted by applicable commercial law:

• In no event shall the Studio, its founders, or affiliates be liable to any client, contractor, or third party for indirect, incidental, special, consequential, or punitive damages (including loss of profits, data corruption, or business interruption), even if advised of the possibility thereof.
• The cumulative aggregate liability of the Studio for any and all claims arising out of any engagement shall not exceed the total fees actually paid to the Studio by the client under the specific SOW in the three (3) months preceding the event giving rise to liability.

4.5 Governing Law, Dual-Jurisdiction & Mandatory Arbitration

Cross-Border & US Transactions: For international clients, overseas contracts, and international independent contractors, this Agreement shall be interpreted and governed in accordance with the substantive commercial laws of the State of Delaware, United States, without giving effect to conflicts of laws principles.

Domestic Indian Transactions: For domestic Indian transactions and Indian entities, this Agreement shall be governed in accordance with the laws of the Republic of India, under the exclusive jurisdiction of the competent courts in Bathinda / Muktsar, Punjab.

Mandatory Dispute Resolution: The parties agree to attempt good-faith executive negotiation for a period of fourteen (14) days before commencing formal proceedings. Any unresolved dispute shall be resolved via final and binding arbitration (under the American Arbitration Association for international disputes, or the Indian Arbitration and Conciliation Act 1996 for domestic disputes).