Terms of Service for Backlog Build

1. Acceptance of Terms

By accessing the website or engaging Backlog Build LLC (“Company”) for services, you agree to be bound by these Terms of Service. These Terms apply to all visitors, clients, and others who access our services.

2. Services and "Scope Lock"

Company provides an Ops Diagnostic, custom software builds, and onboarding support. The specific technical requirements and acceptance criteria for any project are defined in a separate Scope & ROI Document. This document serves as the "Scope Lock"; once signed, any changes to the project requirements may result in additional fees and revised timelines.

3. Payment Milestones

• Kickoff: A non-refundable payment of 25% of the Service Fee is due upon signing the Scope & ROI Document.
• Build Budget: Billed at cost for third-party tools, infrastructure, and specialized freelancers. This budget is an estimate; Company will provide a full reconciliation of receipts and invoices upon project completion. Any unspent build budget will be returned to the Client.
• Final Payment: The remaining 75% of the Service Fee is due immediately upon the tool meeting the acceptance criteria defined in the Scope & ROI Document.

4. Intellectual Property

• Work for Hire: Upon receipt of full and final payment, Company assigns to the Client all right, title, and interest in the custom software authored specifically for the Client.
• Company Retained IP: Company retains ownership of all pre-existing code, internal tools, frameworks, and reusable components ("Background IP"). Company grants Client a non-exclusive, perpetual license to use any Background IP embedded in the deliverables.
• Open Source: Software may incorporate open-source libraries subject to their own respective licenses.

5. The ROI Guarantee (Conditional)

If the tool does not save the hours identified in the Scope & ROI Document after 90 days of active, documented use, Company will refund the full Service Fee.

• Conditions: (i) Client must demonstrate team adoption and use of the tool; (ii) Client must not have modified the code or third-party integrations; (iii) Build Budget (pass-through costs) is non-refundable.

6. AI Disclaimer

Client acknowledges that AI-generated outputs are probabilistic. While Company strives for high accuracy, we do not warrant that AI-generated content or automated workflows will be 100% error-free. Client is responsible for final review of critical AI outputs.

7. Warranties and Disclaimers

Except for a 30-day limited warranty against bugs following deployment, services are provided “as is” and “as available.” To the maximum extent permitted by law, Company disclaims all other warranties, express or implied, including fitness for a particular purpose.

8. Limitation of Liability

In no event shall Backlog Build LLC, its directors, or freelancers be liable for any indirect, incidental, or consequential damages. Total liability arising out of these Terms shall not exceed the total amount paid by the Client to the Company for the specific project giving rise to the claim.

9. Termination

Either party may terminate the engagement with 30 days' written notice. Upon termination, Client shall pay for all work performed and expenses incurred (including freelancer costs) up to the effective date of termination.

10. Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

11. Contact

For any questions regarding these Terms, contact: support@backlogbuild.com.