Terms of Service & Client Agreement

1. Scope of Engagement

Qodeep operates as an outcome-agnostic software engineering and architecture firm. These Terms of Service govern all technical audits, architectural blueprints, software development, and infrastructure deployments (the "Services") provided to the client. Specific deliverables, timelines, and architectural models (e.g., The Accelerator, The Core, The Automation) will be defined in a separate, mutually signed Statement of Work (SOW).

2. Intellectual Property & Code Ownership

We build for your scale. Upon full clearance of all outstanding invoices, Qodeep transfers all intellectual property rights, source code, and architectural blueprints created specifically for your project to you.

Pre-existing Frameworks: Qodeep retains ownership of any pre-existing proprietary tools, scripts, or foundational algorithms (e.g., our internal n8n workflows or base Next.js templates) used to accelerate development, granting you a perpetual, royalty-free license to use them within your project.

3. Confidentiality & Non-Disclosure

We handle enterprise data, proprietary AI models, and legacy ERP structures. Qodeep agrees to maintain the strictest confidentiality regarding all business logic, client data, and trade secrets shared during the diagnosis and execution phases. We do not use client-specific data to train public AI models. An explicit Non-Disclosure Agreement (NDA) will be executed upon request prior to the technical audit.

4. Fees, Invoicing, and Execution

Qodeep does not bill by the hour; we bill for architectural outcomes. Payments are structured according to the milestones defined in your SOW. Work commences exclusively upon receipt of the initial mobilization fee. Qodeep reserves the right to halt deployment or suspend infrastructure access if payment terms are violated.

5. Limitation of Liability

Qodeep engineers high-performance, secure digital infrastructure using industry-standard protocols (AWS, PostgreSQL, Next.js). However, software exists in a dynamic ecosystem. Qodeep shall not be held liable for indirect, incidental, or consequential damages, including loss of profits, data breaches originating from third-party APIs, or disruptions caused by external legacy systems outside our immediate architectural scope.

6. Governing Law

These terms are governed by the laws of Morocco. Any disputes arising from this agreement shall be resolved through binding arbitration in Rabat, Morocco, or through an internationally recognized arbitration body agreed upon by both parties.