Standard Client Terms

Legal entity and defined terms

Legal entity. Fluxy Brand Group LLC is a Florida limited liability company with its principal place of business in Clermont, Florida, United States. In this document "Fluxy", "we", "us", and "our" mean Fluxy Brand Group LLC. "You", "your", and "Client" mean the entity or individual contracting for services. Fluxy Brand Group is a trading name of Fluxy Brand Group LLC.

How an engagement works

1. Call. A 45-minute conversation about what you need built.
2. Statement of work. A written scope with deliverables, a fixed price, and a delivery date. If the scope is wrong, we say so before you pay anything.
3. Deposit. Work begins when the SOW is signed and the deposit clears.
4. Build. Working builds you can use, not status reports.
5. Handoff. Repository, infrastructure, documentation, credentials, and a walkthrough.

Scope and changes

The SOW defines the work. Anything outside it is a change, and changes are handled by written change order stating the added scope, price, and effect on the date. We do not perform out-of-scope work on a verbal request, which protects both sides from scope drift.

Client dependencies. Delivery dates assume you provide access, data, content, decisions, and reviews within the agreed windows. Delay caused by outstanding dependencies moves the delivery date by at least the length of the delay.

Payment

• Unless the SOW says otherwise: 50% deposit, 50% on delivery.
• Invoices are due net 15.
• Late amounts accrue interest at 1.5% per month, or the maximum permitted by Florida law if lower.
• We may suspend work on accounts more than 15 days overdue, after written notice.
• Prices exclude taxes and third-party costs (hosting, model API usage, licences, domains), which are yours unless the SOW states otherwise.
• Deposits are non-refundable once work has begun.

Intellectual property

What you own. On receipt of final payment, you own all custom deliverables built specifically for you under the SOW: source code, schemas, models, reports, and documentation. Ownership transfers by assignment and is effective on payment in full, not before.

What we retain. We retain ownership of anything that existed before the engagement or is developed independently of it — our tooling, libraries, frameworks, boilerplate, design systems, methodologies, and general knowledge, skill, and experience. Where these are embedded in your deliverables, you receive a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify, and distribute them as part of the deliverable. This licence does not permit extracting them for resale as standalone tools.

Open source. Deliverables may include third-party open-source components under their own licences. We identify material components on request. Your use is subject to those licences.

Your material. You keep all rights in content, data, trademarks, and materials you provide, and you grant us a licence to use them for the duration of the engagement in order to perform the work.

Portfolio rights. Unless the SOW says otherwise, we may describe the engagement and show non-confidential screenshots in our portfolio and proposals. You may withdraw this permission in writing at any time and we will remove the material within 30 days.

Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform the agreement, and disclose it only to people who need it and are bound by equivalent obligations. This survives termination by three years, or indefinitely for trade secrets and personal information.

It does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law — in which case the disclosing party gets notice where legally permitted.

Data protection

Where we process personal data on your behalf we act as processor on your written instructions. You are responsible for having a lawful basis, for notices to data subjects, and for the lawfulness of the data you give us. We will sign a data processing agreement on request. Credentials you provide are revoked and deleted at handoff, and you should rotate any secret we held.

Warranty and remedy

We warrant that deliverables will materially conform to the SOW for 30 days after handoff. If something does not, tell us in writing within that window and we will fix it at no charge. That repair is your exclusive remedy for a warranty claim.

Except for that express warranty, deliverables are provided "as is". We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that software will be error-free or uninterrupted, or that it will achieve any business result.

The warranty does not cover changes made by anyone other than us, third-party platform changes, misuse, or failure to maintain the system.

Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business opportunity, however caused and on any theory of liability, even if advised of the possibility.

Each party's total aggregate liability arising from the engagement is capped at the total fees paid by the client under the applicable statement of work in the twelve months preceding the claim.

These limits do not apply to: breach of confidentiality, indemnification obligations, infringement of the other party's intellectual property, gross negligence, wilful misconduct, or fraud.

Indemnification

We indemnify you against third-party claims that a deliverable, as delivered by us and used as intended, infringes a US patent, copyright, or trade secret — provided you notify us promptly and let us control the defence. Our remedies are to procure the right to continue, replace or modify the deliverable, or refund fees paid for it. This does not cover claims arising from your materials, your modifications, or combination with anything we did not supply.

You indemnify us against third-party claims arising from your materials, your data, your use or operation of a deliverable after handoff, or your breach of law or regulation applicable to your industry.

Regulated industries

Where we build for regulated industries, you remain responsible for your own licensing, registration, supervision, advertising review, and record-keeping obligations. We build to the compliance boundaries stated in the SOW; we do not act as your compliance officer and we do not provide legal or regulatory advice.

Some boundaries are non-negotiable and will be written into the SOW. Immigration software will not make eligibility determinations. Insurance materials will not present projections as guarantees. Financial tools will not present output as investment advice. If an engagement requires crossing one of these lines, we decline it.

Term and termination

Either party may terminate for material breach on 15 days' written notice if the breach is not cured. You may terminate for convenience on 15 days' written notice; you pay for work performed and non-cancellable commitments through the termination date, and the deposit is not refunded.

On termination for any reason, we deliver work completed to date. Ownership of deliverables transfers only for work that has been paid for in full.

Non-solicitation

During the engagement and for 12 months after, neither party will directly solicit for employment anyone the other party assigned to the work. General public job advertisements are not solicitation.

General

Independent contractor. We are an independent contractor, not an employee, partner, agent, or joint venturer. We control the manner and means of the work and are responsible for our own taxes and insurance.

Subcontractors. We may use subcontractors and remain responsible for their work and their confidentiality obligations.

Force majeure. Neither party is liable for delay caused by events beyond reasonable control, including outages of third-party infrastructure or model providers.

Governing law. Florida law governs, without regard to conflict-of-laws rules. Venue is the state or federal courts in Lake County, Florida.

Order of precedence. A signed master services agreement controls, then the statement of work, then this page.

Notices. In writing, by email to the addresses in the SOW, effective on confirmed delivery.

Survival. Intellectual property, confidentiality, warranty disclaimers, liability limits, indemnities, and governing law survive termination.