Terms of Service

1. Acceptance & Scope

By utilizing the tools, graders, blueprints, or staging instances hosted on erpstack.io, or by initiating custom systems architecture reviews, you agree to comply with these Terms of Service. If you are accepting these terms on behalf of a corporate entity, you warrant that you possess the legal authority to bind said entity.

2. Scope of Technical Services

ERPStack designs, implements, and migrates custom software systems including ERP suites, CRM pipelines, headless content architectures, and compliance enclaves. All project lifecycles, deliverables, deployment architectures, and integration parameters are exclusively defined in executing Statements of Work (SoW).

3. Intellectual Property — Rights From Day One

You own what we build for you, and your right to use it does not wait for the final invoice.

• Licence at kickoff: From the first commit, ERPStack grants you a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, deploy, and sub-licence all work product created for you under the Statement of Work — including source code, database schemas, configuration, and infrastructure-as-code. This licence survives termination for any reason, including non-payment.
• Assignment on completion: Full legal title to that work product assigns to you automatically on clearance of the final milestone invoice. Until then you hold the licence above, which already permits everything you would do as owner.
• Repository access throughout: You hold administrative access to the repository from milestone one. There is no point in the engagement at which your code sits somewhere you cannot reach it.
• The only two exceptions, stated up front: (a) third-party open-source dependencies, which remain under their own licences; and (b) any pre-existing ERPStack component reused in your build, which is licensed to you perpetually and royalty-free on the same terms above. Every such component is listed by name in the Statement of Work before you sign. Nothing else is ever carved out.

4. User Acceptance Testing (UAT) & Milestone Verification

We operate strictly under a milestone delivery model. Each project phase is deployed to a staging environment for your testing:

• UAT Window: Clients are allocated a 14-day validation window following written delivery notification to perform User Acceptance Testing (UAT) against the engineering specs.
• Defect Classification: Defects must be compiled into a log detailing replication steps. Material blockers will halt approval, whereas cosmetic anomalies will be logged for correction in subsequent sprints without delaying milestone sign-off.
• Auto-Acceptance: If no material defects are logged in writing within the 14-day UAT window, the milestone is deemed accepted, and the next sprint is initiated.

5. Information Security & Non-Disclosure

We treat all operational workflows, database exports, credentials, and business plans shared during discovery as proprietary and strictly confidential. Mutual Non-Disclosure Agreements (NDAs) are routinely executed prior to system telemetry inspection.

6. Limited Engineering Warranty & SLA Tiers

We warrant that all delivered code will compile cleanly and remain free from major operational defects for a period of 90 days following git repository transfer. Additionally, for systems maintained under active maintenance retainers:

• Uptime Target: We commit to a 99.9% availability SLA on Edge routing and serverless compute enclaves, excluding scheduled database maintenance blocks.
• Latency Boundaries: Edge handler routines are configured to deliver sub-100ms average execution speeds worldwide, barring third-party database transit anomalies.
• Liability Ceiling: Our total liability for any claims arising from the provision of custom development services shall be capped at the total amount paid under the respective SoW.

6b. The Milestone One Guarantee

Milestone One is Discovery & Architecture: the entity-relationship diagram, the VPC and data-residency design, the integration specification, and a costed build plan. It is invoiced like any other milestone — and it is refundable.

• Full refund on request: if you read the Milestone One deliverable and decide not to continue, request a refund in writing within 14 days of delivery and we refund the Milestone One fee in full. No reason is required and none will be asked for.
• You keep the document: the architecture deliverable remains yours under the perpetual licence in Section 3, refunded or not. You may hand it to any other vendor, implement it internally, or shelve it.
• No further obligation: requesting the refund terminates the engagement with nothing else owed by either party. There is no notice period, no wind-down fee, and no clawback of the licence.

This guarantee applies to Milestone One of every Statement of Work. Later milestones are governed by the UAT and acceptance terms in Section 4.

7. Governing Law & Dispute Resolution

We do not ask a client to litigate in a jurisdiction they cannot practically reach. The seat follows the client, on a published tier — you do not have to negotiate for it.

• Clients in the United States, Canada or Latin America: governed by the laws of the State of Delaware, USA. Disputes resolved by binding arbitration under the AAA Commercial Arbitration Rules, seated in New York, NY.
• Clients in the United Kingdom, the EEA or Switzerland: governed by the laws of England and Wales. Disputes resolved by binding arbitration under the LCIA Rules, seated in London.
• Clients in APAC, the Middle East or Africa: governed by the laws of Singapore. Disputes resolved by binding arbitration under the SIAC Rules, seated in Singapore.
• Clients in India: governed by the laws of India, arbitration seated in Noida, Uttar Pradesh, under the Arbitration and Conciliation Act, 1996.
• Escalation before arbitration: both parties agree to a 30-day good-faith resolution period between named senior contacts before either may commence arbitration. Nothing in this clause prevents either party from seeking urgent injunctive relief in any competent court.
• Client-jurisdiction option: on engagements above USD 150,000, the client may elect the courts and governing law of its own principal place of business instead of the tier above, by stating that election in the Statement of Work.

8. Contact Details

For inquiries regarding technical engagement terms, contract templates, or code escrow details, reach out to our engineering leads at support@erpstack.io