Terms of Service

1. Agreement to Terms

By engaging Stepfault ("Provider," "we," "us") for any digital, engineering, or professional services, whether through a signed Statement of Work (SOW), a deposit payment, or a written or electronic communication confirming the scope of work, you ("Client") agree to be legally bound by these Terms of Service in their entirety.

If you do not agree to these Terms, do not proceed with any engagement, payment, or project kickoff.

2. Description of Services

Stepfault provides software engineering, automation, fractional CTO, LLM/AI systems integration, and related technical professional services. The specific deliverables, timeline, and pricing for each engagement are defined in a mutually agreed-upon Statement of Work (SOW) or project brief confirmed in writing by both parties.

All services are provided on a flat-fee or retainer basis as specified in the applicable SOW. Hourly rates are not offered unless explicitly stated in writing.

3. Payment Terms

An initial non-refundable deposit is required before any work commences. The deposit amount and any milestone payment schedule are specified in the applicable SOW. No work will begin until the deposit has been received and confirmed.

All payments are processed through Stripe, Inc. By making a payment, you also agree to Stripe's Terms of Service. Final deliverables, source code, design assets, and associated intellectual property will not be transferred to Client until final payment has been received and has fully cleared the Provider's bank account with no chargebacks, disputes, or holds outstanding.

Invoices unpaid beyond thirty (30) calendar days of their due date may accrue a late fee of 1.5% per month on the outstanding balance, compounded monthly, to the maximum extent permitted by Oklahoma law.

4. Intellectual Property & Ownership

Provider retains exclusive ownership of all source code, design assets, documentation, methodologies, tooling, frameworks, and any other intellectual property created or used in connection with the Services until final payment has been received in full AND has completely cleared Provider's bank account with no outstanding disputes, chargebacks, or holds.

Upon receipt of cleared final payment, Provider grants Client a perpetual, worldwide, royalty-free license to use the deliverables as specified in the applicable SOW. Provider retains the right to display the work in its portfolio and case studies unless Client requests otherwise in writing at time of contract execution.

Any pre-existing intellectual property, libraries, frameworks, or tools belonging to Provider that are incorporated into deliverables remain the exclusive property of Provider. Client receives only a license to use such components as part of the final deliverable.

5. Revision Policy & Change Orders

Client has exactly twenty-four (24) hours from the timestamp of the final project delivery notification to submit a single, consolidated list of functional bug fixes. "Functional bug fix" is defined strictly as a failure of delivered work to perform a function explicitly described in the original, signed SOW.

The twenty-four (24) hour window begins at the timestamp of the delivery notification email or message. Requests submitted after this window has closed will not be accepted under the original project fee.

Any requested change, addition, enhancement, or modification that is not a documented failure against the original SOW (including but not limited to scope expansions, design preference changes, new features, or technology changes) constitutes a Change Order. All Change Orders require a minimum upfront payment of One Thousand Five Hundred Dollars ($1,500.00) before work on the change commences. The full cost of the Change Order will be quoted separately.

6. No Refund Policy

ALL SALES ARE FINAL. THERE ARE NO REFUNDS ON RENDERED SERVICES. See the separate Refund Policy at /refunds for the complete terms. By making any payment to Provider, Client acknowledges and agrees that the payment is non-refundable once work has commenced.

7. Limitation of Liability & Disclaimer of Warranties

Services are provided "as is" and "as available." Provider makes no warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

Provider's total cumulative liability to Client for any claim arising from or related to the Services shall not exceed the total fees paid by Client to Provider for the specific project giving rise to the claim during the ninety (90) days immediately preceding the claim.

Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunity, even if Provider has been advised of the possibility of such damages.

8. Confidentiality

Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services ("Confidential Information"). Neither party shall disclose Confidential Information to third parties without the prior written consent of the disclosing party, except as required by law or court order.

9. Governing Law & Dispute Resolution

These Terms of Service, and any dispute arising out of or related to them or the Services, shall be governed exclusively by the laws of the State of Oklahoma, without regard to its conflict of law principles.

Venue for any legal proceeding shall be exclusive to Tulsa County, Oklahoma. Both parties irrevocably consent to personal jurisdiction and venue in Tulsa County, Oklahoma for any such proceeding.

Before initiating any legal action, both parties agree to attempt good-faith resolution through direct negotiation for a period of thirty (30) days.

10. Modifications to Terms

Provider reserves the right to update these Terms at any time. Updates will be posted at this URL with a revised effective date. Continued use of services after the effective date constitutes acceptance of the revised Terms. For active engagements, the Terms in effect at the time of SOW execution govern the engagement.

11. Contact

For questions regarding these Terms, contact us at: stepfault.incorporated@stepfault.ai. Stepfault · STEPFAULT INCORPORATED · 522 South Boston Ave, Tulsa, OK 74103 · EIN: 42-2565954.