TERMS OF SERVICE.
Binding specifications governing all client statements of work, sprint contracts, and engineering operations for miidaystudio.
01. ACCEPTANCE OF TERMS
By accessing or utilizing the miidaystudio platform, client telemetry portals, or executing any Statement of Work ("SOW"), you agree to be legally bound by these Terms of Service. These terms constitute a binding contract between your entity ("Client") and MIIDAYSTUDIO AGENCY ("Studio").
If you are entering into this agreement on behalf of a corporate entity or organization, you represent that you possess the requisite legal authority to bind such entity to these specifications.
02. SCOPE OF SERVICES & SPRINT SPECIFICATIONS
Studio delivers bespoke engineering, software architecture, custom Next.js web applications, design systems, and AI automation pipelines. Specific project deliverables, milestone timelines, technical acceptance criteria, and sprint velocity targets are explicitly defined in separate Statements of Work (SOW) executed by both parties.
Any scope additions, feature requests, or architectural modifications submitted after SOW execution shall be processed via a formal Change Request order and billed according to Studio's standard sprint rate schedule.
03. INTELLECTUAL PROPERTY & CODE OWNERSHIP
Upon full settlement of all agreed invoice milestones, Studio grants Client total, unencumbered ownership of custom source code, brand assets, UI/UX designs, and compiled production deliverables developed specifically under the SOW.
Studio retains ownership of pre-existing core frameworks, internal CLI tools, proprietary utility libraries, and open-source packages integrated into the deliverables. Studio grants Client a perpetual, worldwide, non-exclusive, royalty-free license to execute and modify such integrated utility modules.
04. PAYMENT TERMS & BILLING MILESTONES
Invoices are issued according to the milestone schedule specified in the applicable SOW. Unless explicitly stated otherwise, payments are due within fourteen (14) calendar days of invoice issuance.
Overdue payments accrue interest at a rate of 1.5% per month or the maximum allowable rate under applicable law. Studio reserves the right to suspend active engineering sprints, staging previews, or code deployments if invoice payments remain overdue beyond fourteen (14) calendar days.
05. CLIENT RESPONSIBILITIES & ASSET DELIVERY
Client agrees to provide timely access to necessary API credentials, brand guidelines, content copy, technical documentation, and feedback required for sprint completion.
Delays in client asset provision or review approvals exceeding five (5) business days may result in automated milestone timeline adjustments to protect studio sprint allocations.
06. WARRANTIES & SERVICE LEVEL AGREEMENTS
Studio warrants that all deliverables will be executed in a professional, workmanlike manner adhering to modern type-safe standards, 100/100 Lighthouse performance targets, and security best practices.
Studio provides a thirty (30) day post-deployment warranty period following initial production launch to correct reproducible code defects or bug regressions at zero additional cost.
07. LIMITATION OF LIABILITY
In no event shall Studio or its engineers be liable for indirect, incidental, consequential, special, or punitive damages, including loss of revenue, profits, data, or business interruption.
Studio's total aggregate liability arising out of or related to any project shall not exceed the total fees paid by Client to Studio under the applicable SOW during the preceding six (6) month period.
08. TERMINATION & CANCELLATION
Either party may terminate an active SOW upon fourteen (14) calendar days written notice. In the event of early termination, Client shall pay for all work completed, hours logged, and un-cancellable third-party expenses incurred up to the effective termination date.
Completed code modules and project assets will be transferred to Client upon receipt of final payment settlement.
09. GOVERNING LAW & ARBITRATION
These Terms and all executed SOWs shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
Any legal dispute arising out of or in connection with these Terms shall be settled through binding arbitration in accordance with standard commercial arbitration rules.
10. LEGAL CONTACT & NOTICES
All formal legal notices, claims, or inquiries regarding these Terms of Service or executed Statements of Work should be directed to our legal department:
