COMMERCIAL B2B ENGAGEMENT FRAMEWORK

Terms of Service & Consulting Agreement

Standard B2B commercial engagement framework covering fixed-milestone deliverables, sprint velocity, 100% intellectual property ownership, and post-delivery warranty.

Effective Date: September 13, 2026/Governing Law: EU GDPR (2016/679) & UK DPA/Entity: Subid Das (Consultancy)

100% IP Ownership

All custom source code, schemas, and assets are permanently assigned to the client.

30-Day SLA Warranty

Free bug fixes and regression remediation for 30 calendar days post-acceptance.

Strict Mutual NDA

Full protection of trade secrets, system architecture, and proprietary schemas.

[01]Scope & Framework of Engagement

These Terms of Service (“Terms”) govern all commercial consulting, Forward Deployed Engineering (“FDE”) sprints, custom CRM development, workflow automations, and cloud architecture services provided by Subid Das( “Consultant”, “we”, “us”) to enterprise and SMB clients (“Client”, “you”).

Individual projects are formalized via a written Statement of Work (SOW), project proposal, or accepted milestone agreement that specifies agreed deliverables, target timelines, acceptance criteria, and fee schedules. In the event of any conflict between an executed SOW and these general Terms, the provisions of the SOW shall prevail.

[02]Milestone Delivery & Sprint Model

Engineering services are typically executed in phased, fixed-scope sprints (2–4 weeks) or monthly dedicated retainers:

Scoping & Architecture Discovery: Prior to kick-off, both parties agree on a defined backlog, technical specification, and target deliverables.
Iterative Deployment: Code is continuously shipped to a shared preview or staging environment. The Client has access to repositories and deployment dashboards throughout execution.
Client Acceptance: Upon completion of a milestone deliverable, the Client has five (5) business days to review and submit written feedback. Deliverables are deemed accepted if no material bugs or defects are reported within this review window.

[03]100% Client Intellectual Property (Work-for-Hire)

We believe in absolute client ownership. Upon receipt of full payment for an agreed milestone or project phase:

Assignment of Rights: All custom source code, documentation, schema definitions, workflows, and deliverables authored specifically for the Client under the SOW are permanently assigned to the Client as work-made-for-hire, free of recurring royalties, vendor lock-in, or seat licensing constraints.

Pre-Existing Tools & Open Source: Consultant retains rights in pre-existing background code, generic utility libraries, or open-source components governed by their respective public licenses (e.g., MIT, Apache 2.0). Client receives a perpetual, irrevocable, worldwide, non-exclusive license to use and modify such tools as integrated within the deliverable.

[04]Invoicing, Payment Terms & Taxes

Milestone Engagements

50% upfront deposit upon SOW execution prior to sprint kick-off
50% upon milestone completion and acceptance verification
Net-15 payment terms on presented invoices via Wire, Stripe, or Wise

Monthly Advisory Retainers

Billed in advance at the start of each service cycle
Includes guaranteed hours/week, priority Slack/Teams access, and emergency triage
Unused retainer hours do not roll over unless explicitly agreed in writing

All stated fees are exclusive of applicable local taxes (e.g., GST/VAT/Withholding) where mandated by local tax authorities. Clients outside of India are responsible for determining and remitting applicable reverse-charge import taxes in their jurisdiction.

[05]30-Day Post-Delivery Warranty & SLA

We take pride in building rock-solid production systems. Every custom software deliverable includes a 30-calendar-day warranty period beginning on the date of final milestone acceptance:

During this warranty window, Consultant will promptly diagnose and remedy any reproducible bugs, regression defects, or divergences from the accepted specifications at zero additional charge.

Warranty coverage does not extend to defects caused by third-party infrastructure outages (e.g., AWS/GCP/Supabase downtime), breaking third-party API deprecations, or modifications executed by non-authorized third parties.

[06]Confidentiality & Non-Disclosure (NDA)

Both parties agree that any proprietary information, product blueprints, source code, customer data, or commercial terms shared during scoping and implementation shall remain strictly confidential. Neither party will disclose proprietary material to third parties without prior written authorization, except as required by law or legal process. Mutual standalone NDAs can be executed prior to scoping call discussions upon request.

[07]Limitation of Liability

To the maximum extent permitted under applicable law, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages (including loss of profits, business interruption, or loss of data) arising out of or related to these Terms or the services provided.

Consultant's aggregate liability arising under any SOW or engagement shall not exceed the total fees actually paid by the Client to Consultant under the specific SOW during the three (3) months immediately preceding the event giving rise to liability.

[08]Governing Law & Dispute Resolution

These Terms and any dispute arising from them shall be governed by and construed in accordance with applicable commercial laws. In the event of any controversy, both parties commit to engaging in good-faith executive discussions for thirty (30) days before initiating formal arbitration or litigation in the agreed legal jurisdiction designated in the applicable SOW.

[09]Scoping & Contractual Contact

Contracting Principal: Subid Das (Forward Deployed Engineering Consultant)Direct Email: subid.das@zohomail.inPhone: +91 8902175210Website: https://subid-das.vercel.app