TermsofService

1. Acceptance of Terms & Binding Agreement

These Master Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you (whether individually or on behalf of an enterprise entity, corporation, venture-backed startup, or legal organization, hereinafter "Client", "You") and GLAD Studio ("Company", "We", "Us", or "Our"). By accessing gladstudio.net, executing a digital Statement of Work ("SOW"), authorizing a project proposal, remitting an initial invoice deposit, issuing a formal purchase order, or retaining our software engineering services, you explicitly confirm that you have read, understood, and agreed to be unconditionally bound by all provisions, warranties, covenants, and payment schedules set forth herein.

If you are executing this Agreement on behalf of a company, partnership, or other corporate entity, you represent and warrant that you possess full legal authority to bind that entity to these Terms. All subsequent project orders, sprint cycles, feature addenda, and engineering retainers executed between GLAD Studio and the Client shall automatically incorporate and be governed by this Master Agreement, unless an express written amendment signed by authorized principals of both parties explicitly supersedes a specific clause herein.

2. Description of Engineering Services

GLAD Studio is a specialized digital product engineering studio offering full-lifecycle software architecture, rapid MVP prototyping, enterprise web and mobile development, custom AI systems engineering, and technical advisory services. Our engagement models are structured to take technical initiatives from initial discovery through production deployment and handoff. Our core practice disciplines encompass:

• MVP Development & Rapid Prototyping: End-to-end technical discovery, interactive high-fidelity wireframing, relational database schema architecture, infrastructure sizing, serverless versus compute tier evaluation, and core user-journey delivery engineered to launch robust v1 production software within disciplined 4–8 week sprint cycles.
• Web Application Development: High-performance full-stack web platforms, multi-tenant SaaS portals, real-time administrative dashboards, and operational back-office suites engineered with modern component architectures (React, Next.js App Router, TanStack Query, Tailwind CSS, Node.js, PostgreSQL), edge runtime caching, and strict WCAG 2.1 AA accessibility standards.
• Cross-Platform Mobile App Development: Native-compiled iOS and Android applications developed via Flutter and React Native. Engineering scope covers secure biometric authentication, offline-first local data synchronization (SQLite/WatermelonDB), background background-worker execution, push notification pipelines (APNs/FCM), and automated CI/CD App Store and Google Play distribution via Fastlane.
• AI Solutions, Agentic Workflows & RAG Pipelines: Architecture and deployment of enterprise Retrieval-Augmented Generation (RAG) systems over proprietary vector databases (pgvector, Pinecone, Qdrant), contextual window optimization, structured JSON schema outputs, multi-agent reasoning graphs (LangGraph/LlamaIndex), autonomous web research agents, and deterministic guardrail evaluations.
• Business Automation & System Integration: Custom internal automation tools, bi-directional API orchestrations, event-driven message queuing (Redis BullMQ/Kafka), ERP and CRM database synchronization, idempotent webhook retry handlers, and automated financial reconciliation cron pipelines.

All engineering deliverables are built using clean, modular code architectures, comprehensive inline documentation, declarative database migrations, and type-safe interfaces designed to facilitate friction-free onboarding for internal client engineering teams upon handover.

3. Proposals, Scope Statements & Sprint Milestones

Every client engagement undertaken by GLAD Studio is formalized under a mutually executed Statement of Work ("SOW"), Project Proposal, or Sprint Engagement Agreement. Each SOW functions as an authoritative scope contract detailing: (a) explicit business objectives and user personas, (b) enumerated functional requirements and technical deliverables, (c) milestone delivery phases and acceptance criteria, (d) fixed pricing schedules, and (e) client review turnaround commitments.

Good-Faith Estimates & Commencement Triggers: Any project delivery timelines, milestone estimates, or launch windows discussed during preliminary exploratory consultations are good-faith engineering estimates based on initial parameters. Official project sprint timelines commence exclusively upon satisfaction of two mandatory prerequisites: (1) successful receipt and banking clearance of the initial milestone deposit invoice, and (2) complete provisioning of all required client onboarding assets, API credentials, domain access, and brand materials.

Dependency Adjustments: Where milestone completion depends on client-supplied data, third-party vendor approvals (e.g., Apple Developer Program verifications, Stripe merchant onboarding), or legacy database export dumps, sprint delivery dates shall automatically extend on a day-for-day basis corresponding to any client-side or third-party delay.

4. Payment Terms, Milestone Billing & Invoicing

To align incentives and provide complete fiscal predictability, GLAD Studio operates strictly on a fixed-scope, fixed-price milestone structure for all custom engineering builds. Hourly billing is reserved exclusively for post-launch fractional maintenance, ongoing technical support, or exploratory advisory retainers.

• Standard Milestone Allocation: Unless customized in your specific SOW, standard project fees are divided across three verifiable milestone gates: (1) 30% Project Initiation Deposit (due prior to sprint kickoff), (2) 40% Midpoint Staging Delivery (due upon deployment of feature-complete test environment and database schema), and (3) 30% Final Delivery & Handover (due prior to production DNS migration, repository transfer, and credential handoff).
• Invoice Settlement & Payment Rails: All invoices issued by GLAD Studio are denominated in USD or INR (as specified in SOW) and are payable within seven (7) calendar days of electronic issuance. Accepted payment rails include international SWIFT wire transfers, domestic NEFT/RTGS, ACH transfers, Stripe Invoicing, and direct corporate bank transfers. The Client shall bear all intermediary wire fees, currency conversion charges, and applicable withholding or local transaction taxes.
• Late Settlement Charges: Unpaid balances past the 7-day maturity window shall accrue late interest at the rate of 1.5% per month (or the maximum statutory rate permitted by applicable law), calculated daily from the due date until paid in full.
• Project Suspension & Resumption Protocols: If any milestone invoice remains delinquent past fourteen (14) calendar days, GLAD Studio reserves the absolute right to suspend active development, lock staging environment access, pause upcoming sprint allocations, and reassign engineering resources. Resuming work on suspended projects may require a formal context-restoration fee and a renegotiated sprint timeline based on current engineering team availability.

5. Intellectual Property Rights & Full Code Transfer

We believe in uncompromising client code sovereignty, transparent IP allocation, and zero vendor lock-in.

Pre-Existing Developer Tooling & Utilities: GLAD Studio retains ownership of its pre-existing internal scaffolding frameworks, shared utility scripts, generic UI helper functions, and open-source boilerplates ("Studio Utilities") created independently of the project. To the extent Studio Utilities are compiled into the final deliverable, GLAD Studio grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, distribute, and compile such utilities solely as an integrated component of the delivered product.

Third-Party Libraries & Commercial Fonts: Client acknowledges that software deliverables may incorporate open-source libraries governed by standard OSI-approved licenses (e.g., MIT, Apache 2.0, BSD). Commercial font licenses, proprietary third-party SDK subscriptions, and proprietary stock photography required for the project remain the procurement responsibility of the Client.

Portfolio & Case Study Rights: Unless the Client executes an explicit White-Label Rider or restrictive Non-Disclosure Addendum prior to project initiation, GLAD Studio reserves the standard professional right to showcase non-confidential project summaries, architectural overviews, public brand logos, and visual screenshots in portfolio case studies, awards entries, and digital studio marketing channels.

6. Client Responsibilities & Asset Provisioning

High-velocity software engineering requires active, organized collaboration between both teams. To maintain agreed milestone timelines and code quality standards, the Client agrees to:

• Timely Asset Provisioning: Provide all requisite brand guidelines, high-resolution vector assets, copywriting copy decks, third-party API keys, payment gateway sandbox credentials, and database access tokens within five (5) business days of project kickoff.
• Designated Primary Decision-Maker (SPOC): Appoint a single authorized Single Point of Contact (SPOC) empowered to consolidate stakeholder feedback, authorize sprint milestone sign-offs, and make binding technical and design decisions on behalf of the Client.
• 3-Day Review & Feedback SLA: Review staging builds, design prototypes, and sprint deliverables within three (3) business days of formal submission. Feedback must be consolidated, actionable, and delivered via designated project management channels (e.g., Linear, GitHub, Slack) to prevent contradictory engineering directives.
• Asset Legality & Warranty: Warrant that all logos, typography, data sets, proprietary algorithms, and media assets supplied to GLAD Studio are wholly owned by the Client or properly licensed, and do not infringe upon any third-party intellectual property, patent, trademark, or privacy rights.

7. Confidentiality & Non-Disclosure Obligations

During the course of an engagement, both parties may share proprietary, confidential, or commercially sensitive information. "Confidential Information" includes, without limitation: source code, proprietary algorithms, database schemas, financial models, customer lists, user analytics, unreleased product features, patent applications, and business roadmaps.

Mutual Duty of Care: Each party agrees to hold the other party's Confidential Information in strict confidence using the same degree of care it uses to protect its own sensitive trade secrets (and in no event less than reasonable industry care). Confidential Information shall not be disclosed to any third party without prior written consent, except to authorized employees, contractors, legal advisors, or cloud sub-processors who require access to perform project duties and who are bound by confidentiality obligations at least as stringent as those contained herein.

Exclusions & Duration: Confidentiality obligations do not apply to information that: (a) becomes publicly available through no breach of this Agreement, (b) was already rightfully known to the receiving party prior to disclosure, (c) is independently developed without reference to the disclosing party's data, or (d) is required to be disclosed by court order or statutory law (provided prompt written notice is given to permit protective orders). Confidentiality obligations shall persist for a period of three (3) years following contract termination, with proprietary source code and trade secrets remaining protected indefinitely.

8. Warranties, Code Handoff & 30-Day Bug Guarantee

GLAD Studio warrants that all custom software, web applications, and mobile products engineered under this Agreement will be constructed in accordance with professional engineering standards, prevailing modern security best practices, and the agreed technical specifications defined in your SOW.

Warranty Scope & Exclusions: A covered defect is strictly defined as a reproducible software flaw that prevents the application from functioning according to the signed SOW specifications when operated in modern supported environments (evergreen versions of Chrome, Safari, Firefox, Edge, iOS, Android). The 30-Day Bug Guarantee specifically excludes: (a) new feature requests or architectural scope expansion, (b) code modifications executed by internal client staff or external third-party developers, (c) third-party API deprecations, server outages, or rate-limit throttle events, and (d) host infrastructure failures, domain configuration errors, or unauthorized environment alterations.

Post-Warranty Support: Following conclusion of the 30-day warranty window, ongoing maintenance, performance tuning, and feature development may be contracted under an ongoing monthly SLA retainer or on an agreed time-and-materials basis.

9. Limitation of Liability & Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL GLAD STUDIO, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE LOSS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA OR PROPRIETARY EMBEDDINGS, SYSTEM DOWNTIME, OR REPUTATIONAL HARM) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, DELIVERY, OR USE OF OUR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY APPLICABLE SOW SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL AGGREGATE FEES ACTUALLY RECEIVED BY GLAD STUDIO FROM THE CLIENT UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Both parties acknowledge and agree that these limitations of liability reflect an informed, equitable allocation of commercial risk and constitute an essential basis of the bargain between GLAD Studio and the Client.

10. Scope Creep & Change Order Management

During the active lifecycle of a product build, evolving market dynamics or stakeholder discovery may prompt requests for features, database modifications, or workflow logic not contemplated in the original SOW. To prevent schedule slippage and protect engineering momentum, all scope alterations are governed by a formal Change Order protocol.

Change Request Protocol: When an out-of-scope feature is requested, GLAD Studio will evaluate the architectural implications and submit a written Change Order detailing: (a) description of requested changes, (b) additional engineering effort and fixed financial quote, and (c) impact on existing sprint milestones and ultimate delivery dates.

Engineering work on out-of-scope items shall not begin until the Client authorizes the Change Order in writing and remits any required incremental deposit. Unapproved change requests shall have no bearing on the schedule or payment obligations of the underlying SOW.

11. Third-Party Software, Open Source & API Dependencies

Modern software systems integrate third-party infrastructure platforms, open-source libraries, database drivers, and cloud APIs (e.g., Amazon Web Services, Vercel, Supabase, Cloudflare, OpenAI, Anthropic, Stripe, Resend, Firebase).

Service Continuity & Model Drift: The Client acknowledges and agrees that GLAD Studio exercises no operational control over third-party API availability, foundational LLM latency variations, model deprecations, provider price increases, or external service downtime. GLAD Studio shall have no liability for interruptions or performance degradation caused directly by upstream service providers.

Direct Account Ownership: Where feasible, all third-party hosting, API access tokens, and cloud subscriptions will be provisioned directly under the Client's corporate accounts, ensuring the Client maintains direct commercial relationships and billing ownership with all upstream infrastructure providers.

12. Non-Solicitation Covenant

Our core studio asset is our senior product engineering talent. During the term of any active engagement and for a period of twelve (12) consecutive months following the formal conclusion, termination, or final handover of the last active project, the Client covenants and agrees that it shall not, directly or indirectly, solicit, entice, recruit, hire, or engage as an employee, contractor, advisor, or consultant any engineer, UI/UX designer, software architect, or technical contractor employed or engaged by GLAD Studio who participated in the Client's project.

Liquidated Damages: In the event of a breach of this non-solicitation covenant, the Client agrees to pay GLAD Studio liquidated damages equal to fifty percent (50%) of the solicited individual's first-year gross annualized compensation or fees. Both parties agree that this figure represents a reasonable, non-punitive pre-estimate of GLAD Studio's talent acquisition, training, and operational replacement costs.

13. Project Termination Protocols

Either party may terminate an active project engagement or SOW under the following strictly defined conditions:

• Termination for Convenience: Either party may terminate an SOW without cause upon providing fourteen (14) calendar days written notice to the other party. Upon notice of termination for convenience, Client shall remain obligated to pay for all completed milestones, approved change orders, and prorated hours worked by GLAD Studio up to the effective termination date.
• Termination for Cause: Either party may terminate an SOW immediately if the other party commits a material breach of these Terms (including non-payment of invoices) and fails to cure such breach within seven (7) business days of receiving formal written notice detailing the breach.
• Deliverables Upon Termination: Subject to full payment of all outstanding invoices and prorated fees incurred up to the termination date, GLAD Studio will immediately package and deliver all current git commits, design files, database schemas, and documentation created for the Client up to the effective date of termination. Initial project deposits are strictly non-refundable once sprint kickoff has occurred.

14. Governing Law & Dispute Resolution

These Master Terms of Service, all Statements of Work, and any non-contractual obligations arising out of or in connection with them shall be governed by, construed, and enforced in accordance with the substantive laws of India, without giving effect to any principles of conflicts of law that would require the application of the laws of another jurisdiction.

Executive Negotiation: In the event of any controversy, claim, or dispute arising out of or relating to this Agreement, the designated principals of both parties shall first make good-faith efforts to resolve the dispute through direct executive negotiations within fourteen (14) business days of written notice.

Binding Arbitration: If the dispute cannot be amicably resolved through executive negotiation, it shall be referred to and finally resolved by binding arbitration conducted under the provisions of the Indian Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a single mutually agreed sole arbitrator. The seat and legal venue of arbitration shall be Delhi NCR / Mathura jurisdiction, India, and the proceedings shall be conducted exclusively in the English language. The arbitral award shall be final, non-appealable, and enforceable in any court of competent jurisdiction globally.

15. Severability & Contact Information

Severability: If any provision, clause, or covenant of these Terms is held by an arbitral tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect. The invalid provision shall be deemed reformed to the minimum extent necessary to achieve the commercial intent of the parties.

Entire Agreement: These Master Terms of Service, together with any signed SOW, project proposal, or written addenda, constitute the entire and exclusive agreement between the parties regarding the subject matter hereof, superseding all prior oral discussions, informal email exchanges, pitch presentations, or representations.