Legal Agreement Overview:
These Terms of Service ("Terms") constitute a legally binding agreement between your organization ("Client", "you") and Neuro Stack Tech Ltd ("Neuro Stack Tech", "we", "us"), governing your access to our website, technical discovery sessions, staff augmentation contracts, dedicated engineering squads, and fixed-scope turnkey deliverables.
1. Scope of Enterprise Services
By executing an Order Form, Statement of Work (SOW), or scheduling an architectural discovery session, you agree to be bound by these Terms and our underlying Master Services Agreement ("MSA").
Neuro Stack Tech provides enterprise cloud architecture, custom software development, IT staff augmentation, and dedicated developer squads. Specific sprint milestones, team seniority tiers, and commercial SLA commitments are governed under mutually executed Statements of Work.
2. Intellectual Property (IP) Rights
100% Client Code Ownership Guarantee:
Upon settlement of the corresponding milestone invoices, all right, title, and interest in and to all deliverable source code, architecture diagrams, schemas, documentation, and Git repositories created specifically for the Client shall transfer 100% and exclusively to the Client under the laws of England & Wales.
Neuro Stack Tech disclaims any ongoing proprietary claim to Client business logic, data models, or bespoke IP. Pre-existing developer scaffolding, common utility libraries, or open-source dependencies remain licensed under their respective open-source licenses (e.g. MIT, Apache 2.0).
3. Mutual Confidentiality & NDA Standards
Both parties agree to treat all system architectures, repository credentials, business roadmaps, trade secrets, and commercial terms as strictly confidential information. Each party shall apply at least the same degree of care as they use to protect their own proprietary assets (and in no event less than reasonable care).
Confidentiality obligations survive the termination of any commercial engagement for a minimum period of three (3) years from the date of disclosure, or perpetually in the case of trade secrets.
4. Invoicing, Rates & 14-Day Trial Terms
Invoices for dedicated squads and staff augmentation are issued bi-weekly on net 14-day terms unless otherwise specified in an active SOW.
Our 14-day zero-risk trial applies to new staff augmentation placements: if notified in writing within the first 14 calendar days that an augmented engineer does not meet agreed performance metrics, the Client incurs zero billing for that resource, or receives an immediate replacement candidate with zero financial dispute.
5. Limitation of Liability & Professional Indemnity
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.
Subject to the foregoing, neither party shall be liable for indirect, consequential, or punitive damages, or loss of business profits or data. Total aggregate liability under any Statement of Work is capped at the total fees paid by the Client to Neuro Stack Tech under that specific SOW in the preceding twelve (12) months.
6. Term, Termination & Offboarding
Staff augmentation engagements may be terminated by either party with thirty (30) days' written notice. Turnkey project engagements conclude upon final milestone cutover and completion of the 60-day warranty period. Upon termination, full Git repository transfers, administrative credential handovers, and documentation transfers are completed within 48 hours.
7. Governing Law & Jurisdiction
These Terms, every Statement of Work, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be exclusively governed by and construed in accordance with the laws of England & Wales.
Each party irrevocably agrees that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
8. Formal Notices & Corporate Contact
Formal contractual notices must be sent in writing to:
Corporate Counsel: Neuro Stack Tech Ltd
Registered Address: Hayes, London, United Kingdom
Email: info@neurostacktech.com
Telephone: +44 7456 066755
