Terms of Service & Delivery Standards

Core Principle

We operate on transparent, straightforward business agreements. Scope is defined line-by-line in written Statements of Work; we do not lock clients into predatory 24-month contracts; and upon final payment, custom code and digital assets are 100% owned by the client.

1. General Provisions

• 1.1 Applicability: These Terms govern all engagements between Cipher & Curve and the client acquiring our technical services.
• 1.2 Execution & Authority: By signing an official Statement of Work (SOW), issuing milestone payments, or accessing deliverables, you acknowledge that you have read, understood, and agreed to these Terms. If acting on behalf of an entity, you warrant that you possess the requisite authority to bind that entity.
• 1.3 Modifications: We may update these Terms periodically. Updates take effect immediately for new agreements; active contracts remain governed by the version in force at the time of execution unless mutually agreed in writing.

2. Scope of Services

We provide four primary categories of engineering and digital infrastructure services, specified in each written Statement of Work (SOW):

• 2.1 Local Search Engine Systems (Get Found): Architectural deployment designed for Google Maps Pack ranking and high-intent local query conversion, including GBP optimization, programmatic service pages, and conversion funnel infrastructure.
• 2.2 Client Portals & Document Management: Dedicated web systems built for your clients and stakeholders, featuring multi-tier permission control, document pipelines, and scope-defined data migration.
• 2.3 Client Reporting & Audit Dashboards: Automated data ingestion coupled with engineering review, delivering locked, audit-ready monthly performance reports.
• 2.4 Professional Diagnostic: A paid, comprehensive architecture and local search audit billed at a flat $1,980 (see Section 4 for crediting terms).
• 2.5 Explicit Exclusions: Unless explicitly specified in a written SOW with separate line-item pricing, our services strictly exclude:
• (a) Paid ad spend management (including Google Ads, Meta Ads, or media buying retainers);
• (b) Enterprise resource planning (ERP) operational functions, such as field dispatching, job costing, internal payroll processing, or physical warehouse inventory;
• (c) Guarantees of specific numeric rankings, lead volumes, or revenue increases (see Section 7).

3. Proposals, Change Orders & Billing Rates

• 3.1 SOW Priority: Each project is initiated via a written SOW specifying deliverables, acceptance milestones, timelines, and costs. In case of direct conflict between these Terms and an SOW, the specific terms of the SOW control.
• 3.2 Change Orders: Requests for deliverables, layout revisions, or features beyond the approved SOW constitute Change Orders. All Change Orders require mutual written approval and are billed at $200/hour or an agreed fixed sum. Informal oral requests will not be performed until documented and confirmed.

4. Fees, Invoicing & Payment Milestones

• 4.1 Diagnostic Fee:
• (a) The diagnostic audit is billed at a flat $1,980, payable in full prior to scheduling;
• (b) If Client executes a primary implementation SOW within 30 calendar days of receiving the diagnostic report, the full $1,980 is credited toward the project’s initial invoice;
• (c) If no agreement is executed within 30 days, the diagnostic fee represents consideration for completed advisory work and is non-refundable.
• 4.2 Implementation Projects:
• (a) 50% of the project total is due as an upfront deposit upon SOW execution prior to kickoff;
• (b) The remaining 50% balance is invoiced upon final acceptance and due within 15 calendar days of invoice date;
• (c) We reserve the right to suspend development or pause staging access if milestone invoices are overdue.
• 4.3 Monthly Maintenance & Retainers:
• (a) Billed monthly in advance prior to each cycle;
• (b) Subject to a minimum commitment of three (3) calendar months. Thereafter, either party may terminate with 30 days' advance written notice (email suffices). No 24-month contract lock-in.
• 4.4 Additional Engineering & Taxes: Ad-hoc engineering tasks outside an active retainer are billed at $200/hour. Fees do not include applicable state or local sales taxes, which will be itemized separately on invoices when required.

5. Acceptance & Delivery

• 5.1 Definition of Done: Each SOW includes explicit acceptance criteria. Deliverables are formally inspected against this checklist.
• 5.2 Inspection Window: Client has seven (7) business days following notice of delivery to inspect and provide written feedback. Absence of written objection within this timeframe constitutes formal acceptance. Subsequent changes are handled via Change Order.

6. Intellectual Property & Ownership

• 6.1 Client Deliverables: Upon receipt of full payment for all project fees, all intellectual property rights in custom deliverables created specifically for Client (including custom code, site copy, bespoke layout components, and branding assets) are assigned 100% to Client. Client enjoys unrestricted rights to use, modify, host, or transfer the code.
• 6.2 Pre-existing IP & General Tooling: Cipher & Curve retains all rights to its pre-existing tools, core libraries, generic deployment scripts, and general engineering methodologies developed prior to or independently of the project. Third-party open-source libraries and fonts remain governed by their respective licenses.
• 6.3 Pre-Payment Status: Prior to full payment, deliverables are provided solely for internal staging and evaluation and remain the property of Cipher & Curve.

7. Rankings and Outcomes — No Guarantee

• 7.1 Algorithm & Market Dynamics: Search engine rankings, organic visibility, and conversion metrics depend on third-party algorithms (e.g. Google, Apple), market competition, seasonal trends, and Client’s own operational execution. We do not guarantee specific ranking positions, traffic figures, or financial returns.
• 7.2 Case Metrics: Numbers referenced in case studies (e.g., entity counts, schema models, permission structures) describe scope and scale, not future commercial predictions. Sales communications are prohibited from promising speculative ranking percentages.
• 7.3 Industry Standards: We covenant to execute our engineering following industry-standard, white-hat best practices, but such adherence does not constitute a warranty of specific commercial outcomes.

8. Confidentiality

Each party agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the other party (including customer lists, system credentials, internal data, and pricing structures). Neither party will disclose such information to third parties without prior written consent. This obligation survives for two (2) years following termination of services.

9. Limitation of Liability

• 9.1 Exclusion of Indirect Damages: To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, or business opportunity).
• 9.2 Liability Cap: Except for willful misconduct, gross negligence, or breach of confidentiality, our total aggregate liability arising out of any engagement shall not exceed the total fees actually paid by Client to us under the applicable SOW during the twelve (12) months preceding the claim.

10. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the state or federal courts located in Orange County, California.

11. Definitive Delivery & Completion Standards

To eliminate ambiguity, Cipher & Curve defines a concrete, auditable "Completion Standard" for every engagement package. A milestone is only deemed complete and eligible for sign-off once the following verifiable criteria are met:

11.1 Diagnostic Audit ($1,980) Completion Standard

100% Credited

• Baseline Ranking Grid: Target geographic zip codes audited with date-stamped ranking baseline.
• Funnel Inspection: Audit of actual inbox and live chat inquiries to identify drop-off stages (no generic questionnaires).
• Written Assessment: Objective determination of revenue leakages, ranked by commercial ROI. The conclusion is explicitly permitted to be "do not purchase yet".
• Executive Review: 60-minute walkthrough presentation with actionable architectural roadmap. Entire $1,980 fee credited in full upon contracting any subsequent implementation package.

11.2 Package 1 · Local Search Engine ("Get Found") Completion Standard

Production Verified

• Page Indexing: All agreed service and municipal landing pages deployed live and verified indexed in Google Search Console.
• GBP Optimization: Primary/secondary categories configured, service area radiuses aligned to protect against suspension risk, and photo/catalog assets published.
• Review Pipeline: Mobile-first 30-second review link generated and operational for field technicians.
• Verification Delivery: Both Day 0 Baseline and Day 90 follow-up ranking grids delivered directly to the client.

11.3 Package 2 · Client Portals & Workspaces Completion Standard

Production Verified

• End-to-End Role Verification: Every assigned user role (e.g. Parent, Student, Advisor, Administrator) completes its designated operational workflow in production.
• Data Migration Audit: Initial data batch cross-verified with zero integrity loss, with sample spot-check signed off.
• Account Sovereignty: Client administrators can independently provision, modify, and revoke accounts without developer intervention.
• Infrastructure Security: Deployed to client's custom domain with active SSL encryption and automated nightly cloud backups.

11.4 Package 3 · Client Reporting & Audit Dashboards Completion Standard

Production Verified

• First Report Issuance: The initial milestone report generated on schedule and dispatched to actual client stakeholders.
• Version Locking: Cryptographic or database-enforced version locking verified, ensuring sent historical reports cannot be silently modified.
• Engagement Telemetry: Automated email notifications and recipient viewing tracking confirmed operational.

Contact

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