Terms of Service

1. Agreement

By engaging ScopeLock for software delivery services, you ("Client") agree to these Terms of Service. Each project begins with a Statement of Work (SOW) that references these terms.

2. Scope Definition

All work is defined through Acceptance Criteria documented in AC.md files. The AC defines:

• Functional requirements (what the software must do)
• Non-functional requirements (performance, quality thresholds)
• Verification method (executable tests)

Scope is locked once AC is agreed. Changes follow the Change Control process (CHG-130).

3. Payment Terms

Trigger: Invoices are issued when acceptance tests pass in CI/CD (ac-green tags).

Net: Payment due within 15 days of invoice date unless otherwise agreed.

Currency: USD or EUR as specified in SOW.

If AC green is not achieved, Client is not obligated to pay for that milestone. Partial work is not invoiced unless it reaches AC green.

4. Intellectual Property

Client Ownership: All code, designs, and deliverables created specifically for Client are owned by Client upon full payment.

ScopeLock Retention: We retain rights to:

• Our delivery process and methodologies
• Internal tools (proofgen, event schemas, templates)
• Proof Log artifacts (with Client permission for public case studies)

Open-source dependencies remain under their respective licenses.

5. Warranties and Limitations

Warranty: Work delivered at AC green meets the criteria defined in AC.md.

Limitation: We do not warrant against:

• Requirements not specified in AC
• Changes in third-party dependencies post-delivery
• Infrastructure failures outside our control

Liability cap: Our total liability is limited to fees paid for the specific milestone in question.

6. Termination

Either party may terminate with written notice:

• Before work starts: No fees owed
• Mid-milestone: Client pays for completed, AC-green milestones only
• Material breach: Immediate termination with notice

Milestones are atomic. Partial completion does not trigger payment unless explicitly agreed.

7. Confidentiality

Both parties agree to keep confidential information private. We will not disclose Client code, data, or business details without permission.

If Client agrees, we may create anonymized case studies for our portfolio.

8. Dispute Resolution

Good Faith: Disputes should first be resolved through direct communication.

Mediation: If unresolved, parties agree to mediation before litigation.

Jurisdiction: Disputes governed by French law and Client's local jurisdiction as applicable.

9. Change Control

Changes to scope after AC lock follow CHG-130:

• Swap: Equal/lower complexity replacement → no price change
• Add: New scope → new milestone, separately priced

All changes require mutual agreement before implementation.

10. Acceptance

By scheduling a kickoff or signing an SOW, Client accepts these terms. Questions about terms should be raised before engagement begins.

11. Modifications

ScopeLock may update these terms with 30 days notice. Updates will be posted on this page with a new Last Updated date.

Material changes that affect active engagements require Client acceptance for ongoing work. Existing milestones continue under the terms agreed at baseline.

12. Entire Agreement

These Terms of Service plus the project-specific AC.md (Acceptance Criteria) constitute the entire agreement between ScopeLock and Client.

These terms supersede all prior communications, proposals, or agreements (written or oral) relating to the subject matter.

Questions?

Contact us at scopelock@mindprotocol.ai for clarifications.