STATUS: ENFORCEABLE
MASTER SERVICES AGREEMENT // REVISED Q1 2026

TERMS OF SERVICE &
MASTER ENGAGEMENT AGREEMENT

Governing digital architecture, distributed edge infrastructure deployments, intellectual property transfers, and empirical performance warranties. Designed for radical transparency without hidden retainers.

// EXECUTIVE COVENANTS VERIFIED
IP TRANSFER100% UNENCUMBERED
WARRANTY365 DAYS DEFECT-FREE
MIN CWV SCORE95+ GUARANTEED
P1 SLA RESPONSE< 2 HOURS CRITICAL
DISPUTE ARBITRATION: SIAC (Singapore) or ICC (Paris) neutral panels.
// PILLARS OF ENGAGEMENT

Four Core Client Covenants

LEGALLY EMBEDDED IN ALL CONTRACTS
[COVENANT_01]

100% Unencumbered IP Transfer

Upon final milestone settlement, all custom source code, design systems, WebGL shaders, and documentation transfer entirely to your legal entity. Zero proprietary license locks or recurring code leases.

OWNERSHIP: PURE GIT HANDOFF
[COVENANT_02]

12-Month Codebase Warranty

Every production deployment carries a 365-day warranty covering functional defects, Core Web Vitals regressions caused by our code, and third-party API deprecations without billing extra hours.

WARRANTY: 365 DAYS INCLUDED
[COVENANT_03]

95+ Core Web Vitals Bond

We legally commit to producing sub-second LCP and zero CLS on real mobile hardware. If performance thresholds are not met at launch, milestone payments are paused until remedied.

PERFORMANCE: BONDED P95 SLA
[COVENANT_04]

2-Hour P1 Critical Response

Direct Slack/Discord access to our senior systems architects (Minh Nguyen, Elena Vogel, Anh Tuan Tran). Zero account manager intermediaries delaying critical production resolution.

COMMUNICATION: ZERO RUNAROUND
ARTICLE 01 // OPERATIONAL FRAMEWORKREF: CLAUSE_SPRINT_CADENCE

01. Scope of Engagement & Architectural Sprints

All engineering, design, and digital architecture work is delivered in strictly defined, sequential sprints according to the approved Statement of Work (SOW) or Project Estimator Specification.

  • Sprint 0 (Discovery & Schematics): Technical architecture review, relational schema design, edge routing topology, and initial design tokens.
  • Sprint 1-2 (UI Engineering & Tokens): Fluid typography, Storybook component library, and GPU-accelerated interaction models.
  • Sprint 3-4 (Edge Integration): Headless CMS connection, Next.js 15 Partial Prerendering, and dynamic edge workers.
  • Sprint 5 (Cutover & CWV Verification): Global stress testing, Core Web Vitals audit, and zero-downtime DNS deployment.
ARTICLE 02 // STAKEHOLDER COORDINATIONREF: ASSET_READINESS_MATRIX

02. Client Responsibilities & Asset Readiness

Timely delivery depends on rapid stakeholder feedback. The Client agrees to:

  • Provide access to domain registrar DNS, CDN portals, and third-party API credentials within 5 business days of project kickoff.
  • Designate a primary technical decision-maker authorized to approve sprint milestone sign-offs.
  • Return formal review feedback on staging build links within 3 business days to maintain agreed delivery cadences.
ARTICLE 03 // CAPITAL ARCHITECTUREREF: DISBURSEMENT_SCHEDULE

03. Phased Capital Disbursements & Schedules

Engagement capital is structured strictly against empirical deliverables rather than arbitrary billable hours:

20% DEPOSITSprint 0 InitiationArchitecture & Schematics
30% MILESTONE 1Design System SignoffStorybook & Tokens
35% MILESTONE 2Staging Functional BuildEdge APIs & Integrations
15% FINAL CUTOVERProduction LaunchCWV Audit & IP Transfer

Payment terms: Net 15 from milestone acceptance date via SWIFT wire or corporate Stripe invoicing.

ARTICLE 04 // INTELLECTUAL PROPERTYREF: UNENCUMBERED_IP_TRANSFER

04. Intellectual Property & Repo Ownership

All works produced under the SOW—including front-end codebases, custom microservices, database schemas, graphics, typography pairings, and layout models—are works made for hire.

Full legal title and unencumbered copyright transfer to the Client immediately upon receipt of final milestone settlement. ThemeImpact retains no ongoing claim, licensing requirement, or vendor royalty.

ARTICLE 05 // PERFORMANCE GUARANTEEREF: BOND_SLA_CWV95

05. Performance Indemnity & CWV SLA

ThemeImpact contractually warrants that flagship templates will attain an average Google PageSpeed / Lighthouse score of 95/100 or higher on production cutover under standard mobile throttled 4G parameters:

  • Largest Contentful Paint (LCP): ≤ 1.2 seconds
  • Interaction to Next Paint (INP): ≤ 60 milliseconds
  • Cumulative Layout Shift (CLS): 0.000 flat score

If verified benchmarks fail to satisfy these targets due to architectural flaws in our deliverables, our principal engineers will optimize without billing until performance thresholds are verified.

ARTICLE 06 // CODE GUARANTEEREF: 365_DAY_WARRANTY

06. Warranties, Maintenance & Post-Launch

We provide a 12-month (365 days) defect warranty following DNS cutover. If any component, script, or layout developed by ThemeImpact exhibits runtime errors or broken layouts on modern evergreen browsers (Chrome, Safari, Firefox, Edge), remediation is performed without charge.

ARTICLE 07 // CONFIDENTIALITYREF: MUTUAL_NDA_LEVEL_0

07. Confidentiality, Mutual NDA & Security

All business metrics, pre-release branding, code repositories, and user credentials received from the Client are treated as Strictly Confidential. Neither party shall disclose proprietary details to any third party without express written authorization.

ARTICLE 08 // LEGAL LIMITATIONREF: ARBITRATION_PROTOCOL

08. Liability, Force Majeure & Disputes

ThemeImpact’s total aggregate liability under any cause of action shall be limited to the total fees received under the applicable SOW. Neither party shall be liable for indirect, incidental, or consequential damages.

Disputes unresolved by good-faith negotiation within 30 days shall be referred to final, binding arbitration administered by the Singapore International Arbitration Centre (SIAC) or ICC International Court of Arbitration.

ARTICLE 09 // EXIT PROTOCOLREF: ESCROW_AND_TERMINATION

09. Termination & Escrow Protocols

Either party may terminate the engagement for material breach upon 14 days' written notice. In the event of early termination, the Client receives full rights to all completed work and code branches created up to the date of notice upon pro-rata payment of completed milestone work.

// EXECUTIVE ENGAGEMENT DESK

Ready to Review a Tailored Master Services Agreement?

We can furnish standard mutual NDAs and customized SOW documents within 24 hours. Connect with our principal partners or configure scope directly via our Project Estimator.

CONTACT LEGAL COUNSEL