Terms of Service
Master Service Agreement — Web & Digital Infrastructure Services
1. Parties & Scope
This Master Service Agreement ("Agreement") is entered into between TodoBuild Technologies Inc. ("Company", "we", "us") and the client entity identified in the signed proposal or purchase order ("Client"). This Agreement governs all web development, ERP integration, digital infrastructure, Square POS configuration, AI automation, and managed retainer services delivered under the TodoBuild Studio 30-Tier Catalog.
2. Services Delivered
Services are defined by the selected Tier in the executed Scope of Work (SOW). The Company coordinates the design, development, configuration, and deployment of digital infrastructure only. The Company does not perform physical construction, trade work, or installation of physical infrastructure. All construction-related references are strictly to digital coordination and business process tooling.
- Website design and development (Next.js, Odoo Website, WordPress)
- ERP system configuration and integration (Odoo 17)
- Point-of-Sale catalog setup and Square POS integration
- AI automation, chatbot, and WhatsApp workflow deployment
- Managed monthly retainer services and SLA support
- Bilingual content localization (EN/ES)
3. Payment Terms
3.1 Setup Fee: Due per the payment milestone selected at contract signing. Standard milestones: (a) 50% at signing / 50% at live cutover; (b) 100% pre-paid (5% prompt-payment discount applied); (c) 33/33/34 three-stage for enterprise projects over $15,000.
3.2 Monthly Retainer: Billed on the 1st of each month. Failure to pay within 14 calendar days suspends SLA and managed services without penalty to the Company.
3.3 Late Payments: Balances unpaid after 30 days accrue 1.5% monthly interest. Work stoppage may occur after 45 days without notice.
3.4 Currency: All prices are in USD. International clients (Dominican Republic / LatAm) may receive the Section 4.2 accommodation pricing stated in their SOW.
4. International Clients
4.1 Governing Law: This Agreement is governed by the laws of the State of New York, USA. International clients consent to the exclusive jurisdiction of courts in New York County.
4.2 International Market Accommodation: Clients with a principal place of business outside the continental United States (including but not limited to the Dominican Republic, Puerto Rico, and LatAm countries) are eligible for a 15% reduction on the one-time implementation setup fee. This accommodation reflects local market purchasing power differentials. Monthly retainer and annual retainer pricing is not reduced. The accommodation is applied once per engagement and cannot be combined with the 100% pre-paid prompt-payment discount.
4.3 Wire Transfer Costs: All international wire transfer fees, conversion costs, and third-party intermediary charges are the sole responsibility of the Client. Invoiced amounts must be received net of all bank fees.
5. Intellectual Property
5.1 Client-Owned Assets: Upon final payment of all setup fees, the Client owns all custom website content, graphic assets, and configuration data created specifically for the Client's engagement.
5.2 Company IP: The Company retains all rights to the TodoBuild Studio framework, Titan OS platform architecture, reusable component libraries, internal tooling, and proprietary algorithms. Licenses to use these systems are granted for the duration of an active managed retainer agreement.
5.3 License Termination: Upon termination of the managed retainer agreement, the Company may revoke access to proprietary platform features while preserving the Client's right to the custom content assets described in 5.1.
6. Service Level Agreement (SLA)
| Metric | Standard (W/O-Series) | Enterprise (T-Series) |
|---|---|---|
| Uptime SLA | 99.0% | 99.9% |
| Critical Response Time | 4 business hours | 2 hours, 24/7 |
| Standard Response Time | 1 business day | 4 business hours |
| Monthly Maintenance Updates | 1 included | Unlimited |
| Backup Frequency | Weekly | Daily |
7. Confidentiality
Both parties agree to hold all non-public information shared in connection with services in strict confidence. Confidential information shall not be disclosed to any third party without prior written consent. This obligation survives termination of the Agreement for a period of three (3) years.
8. Limitation of Liability
In no event shall the Company's aggregate liability exceed the total fees paid by the Client in the twelve (12) months immediately preceding the claim. The Company shall not be liable for indirect, incidental, consequential, or punitive damages of any nature. The Client is solely responsible for all regulatory, licensing, and compliance obligations within their industry and jurisdiction.
9. Termination
9.1 By Client: Client may terminate the managed retainer with 30 days written notice. No pro-rata refund is issued for the current billing month. Setup fee is non-refundable if development work has commenced.
9.2 By Company: Company may terminate for non-payment, breach of this Agreement, or conduct harmful to Company reputation, with 14 days written notice (or immediately for material breach).
10. Dispute Resolution
Any dispute arising under this Agreement shall first be submitted to good-faith mediation. If unresolved after 30 days, disputes shall be submitted to binding arbitration under AAA Commercial Arbitration Rules in New York County, New York. The prevailing party shall be entitled to recover reasonable attorneys' fees.
Questions About These Terms?
Contact our legal and agreements team before signing any engagement.