Standard Agreement

Terms of Service

The legal and operational terms governing our architecture-first software engineering, fixed-price milestones, and intellectual property transfers.

Last Updated: June 1, 2026

01. Service Focus & Regions

Scope of Service & Targeting

These Terms of Service govern the B2B software engineering services provided by Brass Tracks Software to business entities located within the United States (US) and the European Union (EU). By booking a Blueprint Session or executing a Scope of Work (SoW) agreement, you confirm that your business is registered and operating in either the US or EU markets. We do not provide services to individual consumers (B2C) or businesses registered outside of these target regions.

02. Fixed Price & Blueprint Model

The Blueprint Session & Fixed-Price Guarantees

We operate on a strict fixed-price delivery model designed to eliminate the architectural and financial risks common in hourly-rate agencies:

  • The Blueprint Session: We co-design your system architecture (database schema, API flow) live on a discovery call, providing a detailed Scope of Work (SoW) divided into weekly milestones.
  • Fixed Price Per Milestone: The price agreed upon in the Scope of Work is the price you pay. If we underestimate project complexity, we absorb the cost of the extra engineering hours, not you.
  • Visible Progress: Sprints are structured into weekly milestones, culminating in a working code deployment and video demo for client approval.
03. IP Rights & Transfer

Intellectual Property Transfer

All custom source code, configurations, database scripts, and software assets generated during a specific milestone are fully transferred to you.

IP Handoff Clause

Upon successful delivery of a milestone and the clearance of its corresponding payment, we immediately and unconditionally assign and transfer all intellectual property (IP) rights, source code ownership, and patent rights for that segment to the client.

04. Billing & Milestones

Payment Structure & Deliverables Handoff

To maintain aligned incentives and operational speed, our billing structure requires compliance with two steps:

Step 1: Upfront Clearance

The upfront payment for the initial milestone must clear our account before development or architectural layout begins.

Step 2: Source Transfer

The final milestone payment must clear before source files are pushed to your host repositories or transferred to your ownership.

05. The Support Shield

Bug-Fixing & Post-Launch Care

Every software segment we deliver is protected by our 10% Support Shield. This represents a complimentary bug-fixing guarantee covering up to 14 days (or a time allotment equivalent to 10% of total sprint development time) post-handoff.

Once this complimentary shield window closes, clients may secure continuous technical updates, system administration, and software maintenance through our fixed-rate monthly retainer subscriptions.

06. Dispute & Jurisdiction

Governing Law & Arbitral Resolution

These Terms of Service are governed by and construed in accordance with the laws of Romania (EU), without regard to conflicts of law provisions.

Any dispute arising out of or in connection with these terms, including any question regarding their existence, validity, or termination, shall be resolved through friendly B2B negotiation. If resolution cannot be reached within 30 days, the dispute shall be referred to and finally resolved by binding arbitration under the rules of the International Chamber of Commerce (ICC), with the seat of arbitration in Cluj-Napoca, Romania, conducted in the English language.

07. Liability Limits

Limitation of Liability

In no event shall Brass Tracks Software, its partners, or developers be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, goodwill, or other intangible losses, arising from the implementation, execution, or delivery of modern software architectures. Our cumulative liability for all claims related to any single Scope of Work shall not exceed the total amount paid by the client under that specific Scope of Work.