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Terms

Engagement Terms (summary)

This is a plain-English summary. The binding terms live in the SOW we sign with you. If anything below contradicts the SOW, the SOW wins.

Fees

Engagements are billed as a fixed fee against a written Appendix A scope. Assessment fees are 100% upfront. Execution fees are milestone-billed (typical: 30% upfront / 40% at mid-milestone / 30% on hypercare exit). Retainers are invoiced monthly in advance.

Scope Warranty

For 90 days following Execution kick-off, anything in-scope that we missed during Assessment we absorb — the fixed price does not move. The Warranty does not cover net-new scope you add post-Assessment; that is a written Change Order priced before any work begins.

Out of scope

Every SOW carries the line: "Scope is fixed against the artifacts in Appendix A. Anything outside Appendix A is a written Change Order before work begins." Change Orders are priced as fixed-fee mini-SOWs, not as T&M.

Intellectual property

You own everything we deliver under the SOW — code, documentation, evidence reports, IaC scaffolds. We retain ownership of our internal tooling (the migration engine, the codified rule library) and the right to apply lessons learned in future engagements. Anything you classify as confidential stays confidential.

Confidentiality

Standard mutual NDA available on request before engagement; otherwise the SOW contains a confidentiality clause. We do not name clients publicly without written approval. Sample reports are sanitized or generated from fictional engagements.

Credentials and access

Agents in our engine receive read-only client credentials only. Production writes happen via generated scripts that a human (yours or ours, per the SOW) executes. We do not store your credentials beyond the engagement; they are revoked at hypercare exit.

Cancellation

Retainers cancel any quarter, no penalty, written notice 30 days before quarter-end. Execution SOWs are governed by the milestone clauses — early termination triggers payment for work completed plus reasonable wind-down.

Disputes

For Indian clients: jurisdiction Ahmedabad, governed by Indian law. For global clients: jurisdiction Singapore International Arbitration Centre (SIAC), governed by the law specified in the SOW (typically Singapore or your domicile). We have never had a dispute; we don’t plan to.

Liability

Aggregate liability capped at the fees paid under the SOW. We do not accept indirect or consequential damages. We carry professional indemnity insurance — certificate available on request.

Contact

Replatform LLP, Ahmedabad, Gujarat, India. yash@replatform.in · +91 94279 14272.