1. Scope of services
Cyberwhiz Technology ("Cyberwhiz", "we") provides four categories of professional services: website design and development, workflow automation, custom application development, and system integration. We also operate the Sentinel monitoring and incident response API.
The exact scope of any engagement is set out in a written Statement of Work signed by both parties. This Service Contract governs everything not covered there.
2. Engagement terms
Scoping sprint
Most engagements start with a two week scoping sprint, priced at a flat fee agreed in writing before we begin. At the end of the sprint you receive a written scope document, an architecture proposal, and a fixed price for the build. You own the deliverables of the scoping sprint regardless of whether you continue with us.
Build engagements
Build engagements are priced by phase, with each phase payable on delivery. We do not bill hourly for build work. We do not bill for time spent on internal coordination, tooling, or fixing our own bugs.
Retainers
Retainer clients receive a monthly allocation of engineering hours, priced flat. Unused hours do not roll over. Overage is billed at the retainer rate.
3. Payment
- Invoices are issued on delivery of a phase and are due net 15.
- Payment is accepted by ACH, wire, or credit card via Stripe. Card payments carry a 2.9 percent surcharge on invoices above $5,000.
- Late invoices accrue interest at 1 percent per month or the maximum permitted by law, whichever is less.
- If an invoice is 60 days overdue we may suspend active work and reserve all other rights.
4. Intellectual property
Client owns deliverables. On full payment for a phase, you own all right, title, and interest in the deliverables of that phase, including source code, designs, documentation, and any custom infrastructure configuration. Cyberwhiz assigns those rights to you.
What we keep. We retain ownership of our pre existing tools, libraries, and templates, and of anything general purpose we develop that is not specific to your project. You receive a perpetual, royalty free license to use these components as embedded in your deliverables.
Sentinel. The Sentinel API and all associated software remains our property. Your data flowing through Sentinel remains yours.
5. Confidentiality
Each party will keep the other party's non public information confidential and use it only to perform this agreement. This obligation survives the end of any engagement for three years, or indefinitely for trade secrets.
We will not name you as a client in marketing materials without your written consent. We will not disclose the details of your engagement, including the fact that we are working together, without your written consent.
6. Warranty
We warrant that our services will be performed in a professional and workmanlike manner, and that deliverables will substantially conform to the specifications in the applicable Statement of Work for 90 days after delivery. If a deliverable does not conform, our sole obligation is to correct it at no additional charge.
We disclaim all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.
7. Limitation of liability
Neither party will be liable for indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility. Our total liability under any engagement will not exceed the total amount you paid to us under that engagement in the twelve months preceding the claim.
Nothing in this section limits liability for gross negligence, willful misconduct, or a party's indemnification obligations.
8. Indemnification
Each party will defend and indemnify the other from third party claims arising out of that party's own gross negligence, willful misconduct, or violation of law. We will additionally defend and indemnify you from claims that our original work product infringes a third party's intellectual property rights.
9. Termination
Either party may terminate any engagement for convenience on 30 days written notice. On termination, you pay for all work delivered through the effective date of termination, and we hand off any in progress work and grant the assignment described in Section 4 for that work.
Either party may terminate immediately for material breach that is not cured within 15 days of written notice, or for the other party's insolvency.
10. Sentinel API terms
Access to the Sentinel API is subject to these additional terms:
- API keys are personal to your account. Sharing keys with third parties is prohibited.
- Rate limits are published in the documentation and may be adjusted with 30 days notice.
- We target 99.9 percent uptime on the Team plan and 99.99 percent on the Scale plan, measured monthly. Service credits are the exclusive remedy for missed targets.
- We may suspend accounts that violate the acceptable use policy, engage in denial of service behavior against third parties, or fail to pay after 30 days.
11. Governing law
This contract is governed by the laws of the State of New Jersey, without regard to conflict of law principles. Any dispute will be resolved in the state or federal courts located in Atlantic County, New Jersey, and both parties consent to their jurisdiction.
12. Miscellaneous
- This contract, together with any Statement of Work, is the entire agreement between the parties on its subject matter.
- Neither party may assign this contract without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Notices must be sent in writing to the addresses on file, by email with confirmed receipt or by certified mail.
- If any provision is held unenforceable, the remainder stays in effect.
- Neither party is the agent of the other. Each is an independent contractor.
13. Contact
Questions about this contract should be directed to:
Cyberwhiz Technology
Tower Mhp
Egg Harbor Township, NJ 08234
United States
Email: help-desk@cyberwhiz.org
Phone: (201) 690-7362