1. Acceptance of Terms & Website Scope
These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client", "you") and blanczero ("studio", "we", "our").
By accessing blanczero.com or submitting an inquiry through our contact form, you agree to these Terms and our Privacy Policy. If you are entering into an agreement on behalf of a company or organization, you represent that you have the authority to bind that entity.
2. Proposals & Statements of Work (SOW)
All studio consulting, branding, SaaS engineering, and AI automation projects are executed pursuant to a written Statement of Work (SOW) or Proposal signed by both parties. Each SOW defines:
- Specific deliverables, milestones, and acceptance criteria.
- Estimated timelines, sprint schedules, and review checkpoints.
- Fee schedules, payment milestones, and third-party hosting/API dependencies.
In the event of any direct conflict between these general Terms and a specific executed SOW, the provisions of the executed SOW shall prevail.
3. Intellectual Property Rights
A. Transfer of Deliverables Upon Payment
Upon full and final payment of all agreed fees for a project milestone or complete SOW, blanczero assigns to the Client all right, title, and interest in and to the custom deliverables authored specifically for the Client (including custom brand assets, custom codebases, design systems, and bespoke application logic).
B. Background IP & Reusable Tooling
blanczero retains all rights to its pre-existing materials, proprietary libraries, internal scaffolding, development utilities, and general knowledge ("Background IP"). blanczero grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, and execute any Background IP incorporated into the final deliverable solely for the operation of the Client's business.
C. Client Materials
The Client retains exclusive ownership of all text, media, trademarks, proprietary datasets, and business logic supplied to blanczero for the project.
4. Client Obligations & Approval Cycles
Successful transformation projects require active collaboration. The Client agrees to:
- Provide timely feedback, content assets, API keys, and access credentials necessary for project execution.
- Designate an authorized primary contact empowered to provide binding design approvals and milestone sign-offs.
- Review milestone deliverables within the agreed review window (typically 5 business days unless otherwise specified in the SOW).
5. Fees, Invoicing & Payment Terms
- Milestone Billing: Project fees are billed according to the milestone schedule outlined in the SOW (typically an upfront commencement deposit followed by milestone progress payments).
- Payment Terms: Invoices are payable within 14 calendar days of issuance unless otherwise agreed in writing.
- Third-Party Costs: Client is responsible for all external SaaS subscriptions, domain registrations, cloud hosting (e.g., AWS, GCP, Vercel), and third-party API token consumption (e.g., OpenAI, Anthropic, Stripe) required for ongoing operations.
6. Confidentiality & Non-Disclosure
Both parties agree to hold in strict confidence all proprietary business data, roadmaps, technical architectures, pricing, and client information disclosed during discovery and project delivery. Confidential information shall not be disclosed to any third party without prior written consent, except to authorized subcontractors bound by equivalent obligations.
7. AI Automations & Business Logic Systems
Where an engagement includes artificial intelligence automations, autonomous agents, or LLM-driven workflows:
- Human-in-the-Loop Safeguards: blanczero architectures incorporate validation gates, confidence thresholds, and review checkpoints to ensure operational safety.
- Third-Party Model Behavior: Client acknowledges that foundational LLM models and external APIs may experience rate limiting, upstream changes, or probabilistic outputs. blanczero implements robust error handling and monitoring to mitigate variances.
8. Warranties & Disclaimers
blanczero warrants that all services will be performed in a professional, workmanlike manner adhering to modern software engineering, accessibility, and visual craft standards.
Except as expressly provided in a signed SOW, website content and studio demonstrations are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.
9. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business interruption). blanczero's total aggregate liability arising out of any engagement shall not exceed the total fees paid by the Client to blanczero under the specific SOW in the twelve (12) months preceding the claim.
10. Termination & Dispute Resolution
Either party may terminate an active SOW upon written notice if the other party breaches a material obligation and fails to cure such breach within 14 calendar days. Upon termination, Client shall pay for all work completed and milestones achieved up to the effective termination date.
These Terms shall be governed by and construed in accordance with applicable commercial law. The parties agree to resolve any dispute first through good-faith negotiations before initiating formal legal proceedings.