1. Agreement Formation, Engagement & SOWs

These Terms of Service ("Agreement") govern all custom software engineering, frontend/backend web development, performance advertising management, and consulting engagements executed by Nextstep Dev LLC ("Agency", "we", "us") for the commissioning organization ("Client", "you").

Specific deliverables, milestones, delivery timelines, and budget allocations are defined in an accompanying written Statement of Work (SOW), growth sprint proposal, or recurring retainer agreement. Executing an SOW, remitting an invoice deposit, or authorizing a project kickoff constitutes binding acceptance of these Terms.

2. 100% Code & Intellectual Property Ownership Guarantee

We believe in absolute transparency and client autonomy. Our IP Covenant guarantees the following rights:

• Full Repository Transfer: We grant full administrative ownership of the GitHub/GitLab repositories or provide complete uncompiled source archives.
• Zero Proprietary Licensing Fees: Nextstep Dev charges zero recurring licensing fees or software royalties to keep your custom website or web application running.
• Right to Fork & Modify: You retain the unrestricted right to modify, refactor, host on any server of your choosing, or transfer development to internal engineers or third-party agencies at any time without penalty.
• Pre-Existing Tools & Open Source: Any pre-existing open-source libraries (e.g., React, Next.js, WordPress Core, MIT-licensed utilities) remain subject to their respective open-source licenses.

3. Mutual Non-Disclosure Agreement (Strict NDA)

Both Nextstep Dev and the Client agree that all proprietary information exchanged during discovery, architecture planning, sprint delivery, and ongoing retainer management shall remain strictly confidential.

• Protected Information: Includes, but is not limited to: business models, conversion metrics, customer lists, financial data, unreleased product roadmaps, proprietary algorithms, API keys, database credentials, and marketing funnels.
• Standard of Care: Both parties shall exercise the same degree of care (and not less than reasonable care) to protect proprietary information from unauthorized dissemination.
• Survival Period: Confidentiality obligations outlined herein survive the completion or termination of any active SOW for a minimum duration of three (3) full calendar years.
• Portfolio Rights: Unless the Client requests a written White-Label NDA before project kickoff, the Agency reserves the non-exclusive right to display the completed visual design, high-level case study metrics, and client logo in our professional portfolio.

4. Complimentary 30-Day Post-Launch Bug-Fix Warranty

During this 30-day warranty period, Nextstep Dev commits to the following:

• Zero-Cost Defect Resolution: Any functional bugs, broken links, CSS/layout discrepancies, mobile responsiveness errors, or deviations from the signed SOW will be investigated and rectified by our engineering team at zero additional charge.
• Rapid Response SLA: Critical production errors impacting checkout, payment gateways, or lead form submissions are prioritized for resolution within 24 business hours.
• Warranty Exclusions: This warranty does not cover: issues caused by third-party code alterations by the Client or external vendors; hosting server outages; plugin updates performed without agency oversight; or newly requested features outside the original SOW scope.

5. Payment Schedules, Invoicing & Retainers

Nextstep Dev operates on transparent, milestone-driven commercial terms:

Invoices are payable upon receipt via Stripe, electronic bank wire, or ACH transfer. Accounts past due by more than 14 business days may result in temporary suspension of active engineering sprints until settled.

6. Advertising Spend & Direct Account Ownership

For clients utilizing our Paid Media Management services (Google Search, PMax, Meta Ads, TikTok):

• Direct Billing: All advertising spend is billed directly by Google or Meta to the Client's corporate credit card on file. Nextstep Dev never marks up raw ad spend.
• 100% Ad Account Ownership: Ad accounts are created inside or connected directly to the Client's Google MCC or Meta Business Manager. You maintain administrative rights at all times. If our engagement concludes, your historical pixel data and campaigns remain entirely yours.

7. Client Responsibilities & Project Timelines

Timely project delivery requires active mutual collaboration. The Client agrees to:

• Designate a single primary point of contact authorized to make executive project decisions and approve milestone deliverables.
• Provide required brand assets, copywriting feedback, API keys, and third-party credentials within five (5) business days of request.
• Conduct User Acceptance Testing (UAT) during the designated staging review period before authorizing final production deployment.

8. Cancellation, Termination & Kill Fees

Either party may terminate an active retainer agreement by providing thirty (30) days written notice to [email protected].

For fixed-scope projects: if the Client elects to cancel prior to completion for convenience, the deposit is retained as a kill fee covering allocated senior engineering time, and all completed work, Figma assets, and source code completed up to the date of cancellation will be delivered to the Client.

9. Limitation of Liability & Disclaimers

To the maximum extent permitted by applicable law, Nextstep Dev shall not be held liable for any indirect, incidental, special, punitive, or consequential damages (including lost profits, lost sales, or downtime) arising out of the performance of our services.

Our total aggregate liability for any claims arising under an executed SOW shall not exceed the total fees actually paid by the Client to Nextstep Dev under that specific SOW during the three (3) months preceding the incident.

10. Governing Law, Jurisdiction & Dispute Resolution

This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Texas, United States, without regard to conflicts of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to confidential, binding arbitration administered by the American Arbitration Association (AAA) in Austin, Texas.

11. Contact Legal & Contract Administration

For contractual questions, customized SOW inquiries, or formal notices: