01
Parties and Purpose
This Service Agreement (the "Agreement") is entered into between Stackzy, an engineering studio operating from the Indian Institute of Technology Bhilai, Chhattisgarh, India ("Stackzy", "we", "us", "our") and the individual or business entity that engages our services ("Client", "you", "your").
This Agreement governs all software development, AI/LLM integration, Web3 and smart contract development, system architecture, DevOps, and any related technical consulting services provided by Stackzy to the Client. It becomes legally binding upon written confirmation of engagement by both parties — including confirmation by email.
Each project or engagement will be described in a Statement of Work ("SOW"), project brief, or email confirmation that references this Agreement. In the event of conflict between an SOW and this Agreement, the SOW takes precedence for that specific engagement.
02
Scope of Services
Stackzy agrees to provide technical services as described in the agreed scope document for each engagement. Our services may include but are not limited to:
- Full-stack web and mobile application development using modern frameworks
- AI and LLM integration, RAG pipelines, and machine learning system deployment
- Smart contract development, auditing, and deployment on EVM-compatible networks
- System architecture design, technical consulting, and code review
- DevOps, cloud infrastructure setup, CI/CD pipelines, and monitoring
- API design, backend development, and database architecture
Stackzy does not outsource or subcontract core deliverables. Every engineer working on a client engagement is a direct member of the Stackzy team with 2 to 4 years of production experience. The Client will always know who is working on their project and can communicate with them directly.
Any work outside the agreed scope requires a written change request. Stackzy reserves the right to decline scope changes that are impractical within the agreed timeline or that materially alter the nature of the engagement.
03
Payment Terms
Unless otherwise agreed in the project-specific SOW, the following payment structure applies to all Stackzy engagements:
- 50% upfront — due before commencement of any work. This confirms the engagement and reserves engineering capacity.
- 50% on delivery — due upon delivery of the agreed final deliverables, or at the conclusion of the agreed project timeline.
- For longer engagements exceeding 4 weeks, milestone-based payment schedules may be agreed in writing.
All invoices are payable within 7 calendar days of issue. Invoices outstanding beyond 14 days may result in suspension of active work without liability to Stackzy. A late payment fee of 1.5% per month may be applied to invoices outstanding beyond 30 days.
Fees are quoted and invoiced in Indian Rupees (INR) or US Dollars (USD) as agreed at the time of engagement. Applicable taxes including GST will be added to invoices as required under Indian law. International clients are responsible for any wire transfer fees, currency conversion charges, or withholding taxes applicable in their jurisdiction.
Stackzy accepts payment via bank transfer (NEFT/RTGS/IMPS), UPI, and international wire. Payment details are specified on each invoice.
04
Delivery, Timelines, and Milestones
Project timelines are agreed per engagement in the SOW. Stackzy commits to reasonable best efforts to meet all agreed milestones. However, the following conditions may affect delivery timelines without constituting a breach of this Agreement:
- Delayed, incomplete, or conflicting requirements from the Client
- Failure by the Client to provide necessary access, credentials, or approvals within the agreed review period (default: 5 business days)
- Scope changes requested by the Client after work has commenced
- Technical dependencies on third-party services, APIs, or blockchain networks outside Stackzy's control
- Force majeure events including but not limited to natural disasters, government actions, or widespread infrastructure failures
In all cases where a delay is anticipated, Stackzy will provide written notice as early as practically possible, including a revised estimated delivery date and the reason for the delay. The Client is expected to acknowledge and confirm revised timelines in writing.
05
Intellectual Property and Ownership
Intellectual property ownership is determined by payment status and the nature of the work:
Upon receipt of full payment, all custom code, designs, documentation, and deliverables created specifically for the Client as part of the agreed scope become the exclusive property of the Client. The Client receives full ownership of these materials and may use, modify, distribute, or commercialise them without restriction or further payment to Stackzy.
Stackzy retains ownership of all pre-existing tools, frameworks, libraries, reusable components, methodologies, and general-purpose utilities developed outside this engagement. This includes open-source dependencies used in the project (which remain under their respective licences), internal boilerplate code, and development infrastructure. Where such materials are included in Client deliverables, Stackzy grants the Client a perpetual, royalty-free licence to use them in connection with the delivered project.
If payment is incomplete at the time of any dispute or termination, Stackzy retains ownership of all deliverables until the outstanding balance is settled in full. Stackzy may withhold delivery of final materials until payment is confirmed.
Stackzy may reference completed engagements in our portfolio, website, and marketing materials unless the Client has entered into a separate NDA or confidentiality agreement that explicitly prohibits this.
06
Warranties and Quality Standards
Stackzy warrants that all services will be performed with reasonable professional skill, care, and diligence consistent with accepted industry standards. We warrant that all custom deliverables will substantially conform to the agreed specifications at the time of delivery.
All code produced by Stackzy will be: version-controlled via Git with a meaningful commit history; accompanied by documentation appropriate to the complexity of the work; written to production-quality standards unless a prototype or proof-of-concept is specifically agreed; and subject to internal review before delivery to the Client.
Stackzy does not warrant that software will be completely free of bugs, or that it will meet performance benchmarks not specified in the original scope. Stackzy provides a 14-day bug-fix period after final delivery during which we will correct defects in the delivered code at no additional charge. This warranty does not cover issues caused by Client modifications, third-party integrations outside our control, or requirements not specified in the original scope.
Stackzy's total aggregate liability to the Client for any claim arising from or related to this Agreement shall not exceed the total fees paid by the Client for the specific deliverable or milestone that is the subject of the claim. Stackzy is not liable for indirect, consequential, incidental, punitive, or special damages under any circumstances.
07
Confidentiality
Both parties acknowledge that in the course of an engagement, confidential information may be shared. Stackzy will not disclose, publish, or share any confidential business information, technical specifications, unreleased product details, or proprietary data shared by the Client to any third party without express written consent, except as required by applicable law.
This obligation survives the termination of the Agreement for a period of two years from the date of last disclosure. For matters involving trade secrets, the obligation continues indefinitely.
Clients requiring a more formal or detailed confidentiality arrangement are encouraged to enter into Stackzy's separate NDA, which is available upon request at contact@stackzy.io.
08
Termination
Either party may terminate this Agreement with 14 calendar days' written notice. Written notice may be delivered by email to the addresses on file for each party.
Upon termination by either party: the Client will pay for all work completed and reasonably incurred expenses up to the effective termination date; Stackzy will deliver all completed work and project materials in a usable format; work-in-progress that cannot be delivered in a functional or independently usable state will be compensated at a pro-rated daily rate based on the agreed project fee; and any advance payments in excess of the value of completed work will be refunded within 14 days.
Stackzy reserves the right to terminate this Agreement immediately without notice if: the Client engages in conduct that violates applicable law; the Client has not made an agreed payment within 30 days of the due date; or the nature of the requested work is found to conflict with Stackzy's ethical standards as described under Acceptable Use.
09
Acceptable Use
Stackzy will not provide services for projects that: violate applicable Indian or international law; involve deceptive, fraudulent, or manipulative user experiences; facilitate the creation of malware, spyware, or other harmful software; involve content that harms, exploits, or deceives users; or conflict with Stackzy's professional and ethical standards as determined in our sole discretion.
If, during an engagement, Stackzy determines that the project conflicts with these principles, we reserve the right to suspend or terminate the engagement with written notice, and will refund any advance payment proportional to undelivered work.
10
Governing Law and Disputes
This Agreement is governed exclusively by the laws of India. The courts of Chhattisgarh, India shall have jurisdiction over any disputes arising from or related to this Agreement.
Before pursuing formal legal action, both parties commit to a 30-day good faith negotiation period. Either party may initiate this period by sending a written notice of dispute to the other party. Both parties agree to engage in reasonable and good faith discussions to resolve the issue before escalating.
If the dispute cannot be resolved through negotiation within 30 days, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 of India. The seat of arbitration shall be Chhattisgarh, India.
11
Miscellaneous
Entire Agreement: This Agreement, together with any applicable SOW, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements relating to the subject matter.
Amendments: No modification to this Agreement is valid unless made in writing and acknowledged by both parties. Email acknowledgement is sufficient.
Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force and effect.
Relationship of Parties: Stackzy operates as an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between Stackzy and the Client.
Waiver: Failure by either party to enforce any right under this Agreement shall not constitute a waiver of that right.