Terms of Service

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 entity, "Client", "You") and GLAD Studio ("Company", "We", "Us", or "Our"). By accessing gladstudio.net, executing a project proposal, issuing a purchase order, or engaging our software engineering services, you confirm that you have read, understood, and agreed to be bound by all provisions of this Agreement.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING OUR SERVICES OR ENGAGING OUR ENGINEERING TEAM, AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Description of Engineering Services

GLAD Studio is a specialized digital product studio offering senior-level engineering, software architecture, interactive design, and technical consultation. Our core practice areas include:

• MVP Development: Rapid prototyping, clickable wireframes, database architecture, and production v1 software deployments.
• Web Application Development: High-performance full-stack web platforms, SaaS portals, custom dashboards, and admin control suites built with React, Next.js, TanStack, and Node.js.
• Mobile App Development: Cross-platform native mobile applications developed via Flutter and React Native for Android and iOS devices.
• AI Solutions & RAG Pipelines: Integration of Large Language Models (LLMs), RAG over proprietary vector databases, AI agents, and intelligent workflow automation.
• Business Automation: Custom internal tools, API integrations, batch data pipelines, and workflow orchestration.

3. Proposals, Scope Statements & Sprint Milestones

All client engagements are governed by a mutually agreed Statement of Work ("SOW") or Project Proposal. Each SOW details: (a) project objectives, (b) technical deliverables, (c) milestone delivery schedules, (d) fixed pricing schedules, and (e) client sign-off criteria.

Any timelines provided prior to formal SOW execution are good-faith estimates only. Official timelines commence upon receipt of the initial milestone deposit and required onboarding assets.

4. Payment Terms, Milestone Billing & Invoicing

We operate strictly on a fixed-scope, fixed-price milestone basis. Hourly billing is not used unless explicitly agreed upon in writing for post-launch fractional maintenance.

• Milestone Payments: Payments are tied to milestone sign-offs outlined in your SOW (e.g., Deposit 30%, Midpoint Staging Build 40%, Final Delivery & Handover 30%).
• Invoice Settlement: Invoices are payable within 7 calendar days of issuance. Late payments incur a interest charge of 1.5% per month or the maximum rate permitted by law.
• Project Suspension: If an invoice remains unpaid past 14 calendar days, GLAD Studio reserves the right to suspend active development, revoke staging environment access, and pause sprint schedules.

5. Intellectual Property Rights & Full Code Transfer

We believe in total transparency and client code sovereignty.

100% IP Transfer Guarantee: Upon full and final settlement of all agreed invoice milestones, GLAD Studio assigns 100% of all intellectual property rights, source code repositories, design files, database schemas, and digital build assets to the Client.

GLAD Studio retains ownership only of general pre-existing developer tooling, open-source libraries, and reusable utility scripts utilized during development, granting the Client a perpetual, non-exclusive, royalty-free license to use such background utilities as part of the delivered product.

6. Client Responsibilities & Asset Provisioning

Successful product engineering requires timely client collaboration. You agree to:

• Provide required brand guidelines, API access keys, domain credentials, and content assets in a timely manner.
• Designate a primary decision-maker to review sprint builds and provide consolidated feedback within 3 business days of milestone submission.
• Ensure all assets, data, and content supplied to GLAD Studio do not infringe upon third-party copyrights or patents.

7. Confidentiality & Non-Disclosure Obligations

Both parties agree that all non-public technical specifications, source code, business logic, customer records, and strategic roadmaps shared during the engagement shall remain strictly confidential.

GLAD Studio will not disclose client confidential information to third parties without prior written consent, except to authorized employees or sub-processors bound by equivalent non-disclosure obligations.

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

GLAD Studio warrants that all custom software will be delivered in accordance with agreed SOW specifications and industry engineering standards.

9. Limitation of Liability & Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLAD STUDIO, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR REPUTATIONAL DAMAGE) ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO GLAD STUDIO FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT.

10. Scope Creep & Change Order Management

If you request additional features or architectural modifications outside the agreed SOW during active development, GLAD Studio will issue a formal Change Order detailing the extra scope, cost adjustments, and revised delivery timeline. Development on out-of-scope features will proceed only upon written authorization of the Change Order.

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

Delivered applications may utilize open-source software libraries (e.g., MIT, Apache 2.0, BSD) and third-party APIs (e.g., OpenAI, Stripe, Firebase). Client acknowledges that GLAD Studio is not responsible for outages, pricing adjustments, or service deprecations instituted by independent third-party API providers.

12. Non-Solicitation Covenant

During active engagements and for a period of twelve (12) months following contract completion, Client agrees not to directly solicit, recruit, or hire any engineer, designer, or contractor employed or contracted by GLAD Studio without prior written consent and an agreed placement fee.

13. Project Termination Protocols

Either party may terminate an active engagement for convenience upon 14 days written notice. In the event of early termination:

• Client shall pay for all completed milestones and prorated work performed up to the termination date.
• Upon payment of prorated work, GLAD Studio will hand over all completed codebase modules and design assets created up to that date.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this contract shall be submitted to binding arbitration under the Indian Arbitration and Conciliation Act, with arbitration proceedings conducted in English.