Website Terms & General Service Terms
Contractual framework governing website access, service proposals, Statements of Work, client responsibilities, milestone payments, and 100% IP transfer.
Document Hierarchy & Purpose#
These Website Terms & General Service Terms ("Terms") govern the contractual relationship between LETSCOOKTECH ("LETSCOOKTECH", "we", "us", or "our") and any individual or entity ("Client", "you") accessing our services, websites, or engaging our engineering team.
Document ID: LCT-LEGAL-TERMS-001 Status: ACTIVE Version: 3.0 Classification: PUBLIC / CONTRACT FRAMEWORK
Document Precedence: In the event of any inconsistency or conflict between contractual documents, the following order of precedence strictly governs: 1. Signed Master Services Agreement (MSA) (if executed between the parties) 2. Signed Statement of Work (SOW) or formal Proposal 3. These General Service Terms 4. Public documentation or marketing materials
1. Non-Client Relationship Disclosure#
Browsing our public website, reading our documentation, submitting an initial inquiry form, or chatting with the Ely AI Assistant does not create a formal client, partnership, or advisory relationship. A legally binding service relationship is established only upon the mutual execution of a written Statement of Work (SOW) or proposal and receipt of the applicable milestone escrow deposit.
2. Proposals, SOWs & Milestone Contracting#
All engineering services are performed pursuant to a written Statement of Work (SOW) defining:
• Detailed functional and technical requirements • Sprint milestone schedule (typically 1–2 week sprints) • Concrete deliverables and testable acceptance criteria per milestone • Escrow deposit amount per milestone • Client dependencies and delivery timelines
Work on any milestone commences only after the client has deposited the agreed escrow for that specific milestone.
3. Client Responsibilities & Asset Delivery Obligations#
Timely project delivery requires active client collaboration. The client agrees to:
• Provide Timely Assets: Furnish required content, brand assets, database schemas, third-party API keys, and copy within agreed sprint schedules. • Designate Authority: Assign a single technical or operational project owner with authority to make binding decisions and approve milestone deliverables. • Conduct UAT Promptly: Test staging deliverables and provide consolidated feedback within 5 business days of delivery. • Impact of Delays: Client-side delays in providing assets, feedback, or milestone approvals may pause development and result in rescheduled delivery windows without penalty to LETSCOOKTECH.
4. Milestone Escrow, Fees & Payment Terms#
LETSCOOKTECH operates strictly on milestone-based escrow delivery:
• Advance Escrow: Funds for each milestone must be deposited into escrow prior to the commencement of development for that milestone. • Milestone Sign-Off & Release: Upon successful completion of User Acceptance Testing (UAT) for a milestone, the client executes written sign-off, authorizing the release of escrow funds to LETSCOOKTECH. • Taxes & Disbursements: All fees are exclusive of applicable taxes (GST / VAT) and pass-through third-party infrastructure costs (hosting, domains, paid APIs, third-party licenses), which are paid directly by the client. • Payment Methods: Bank wire transfer, UPI, Stripe, or Razorpay invoicing as designated on the proposal.
5. Change Control & Scope Amendments#
Any requested addition, modification, or removal of features not explicitly included in the signed SOW must be documented in a written Change Request (CR):
• LETSCOOKTECH will evaluate the technical impact and present a written estimate of cost and timeline adjustments. • No scope changes will be executed without prior written authorization from the client. • Changes that significantly alter system architecture may require pausing current sprint work until the change is formally incorporated into a revised SOW.
6. 100% Intellectual Property Transfer#
LETSCOOKTECH respects client ownership and guarantees complete freedom from proprietary vendor lock-in:
• Full IP Assignment: Upon 100% payment of fees for a completed milestone, LETSCOOKTECH assigns and transfers all rights, title, and interest in and to the custom source code, documentation, UI designs, and database schemas created specifically for the client under that milestone. • Pre-Existing IP & Open Source: LETSCOOKTECH retains ownership of its pre-existing internal libraries, toolchains, and developer scaffolding. To the extent pre-existing tools are embedded in client deliverables, LETSCOOKTECH grants the client a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and maintain such software. • Open-Source Compliance: All third-party open-source libraries incorporated into deliverables are licensed under permissive licenses (MIT, Apache 2.0, BSD) and documented in the project repository.
7. 30-Day Defect Warranty & Service Standards#
LETSCOOKTECH warrants that all custom deliverables will substantially conform to the approved functional specifications and acceptance criteria set forth in the signed SOW:
• 30-Day Warranty Window: For a period of 30 calendar days following production deployment, LETSCOOKTECH will investigate and remediate any reproducible defect or functional deviation free of charge. • Exclusions from Warranty: The warranty does not cover defects arising from: - Unauthorized modifications made by the client or third parties - Incompatible changes made to third-party APIs, hosting providers, or external operating systems - Failure of client-supplied infrastructure, credentials, or network connections - Force majeure events or DDoS attacks
8. Limitation of Liability, Disclaimer & Indemnity#
To the maximum extent permitted by applicable law:
• Cap on Liability: The total aggregate liability of LETSCOOKTECH for any claim arising out of or related to an engagement—whether in contract, tort, or otherwise—shall be strictly limited to the total fees actually paid by the client to LETSCOOKTECH under the specific Statement of Work giving rise to the claim. • Consequential Damages Waiver: Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business goodwill, or commercial downtime. • No Guarantee of Market Outcomes: LETSCOOKTECH commits to delivering verified, working software that passes agreed technical acceptance criteria. We do not guarantee market sales, search engine rankings, user adoption, or business revenue, as these depend on external market forces outside our engineering control.
9. Confidentiality, Privacy & Governing Law#
Both parties agree to treat all business plans, technical architectures, proprietary source code, and commercial terms exchanged during the engagement as strictly confidential.
• Data Protection: LETSCOOKTECH processes all personal data in compliance with the Digital Personal Data Protection Act 2023 (DPDP Act) and our Privacy Notice. • Dispute Resolution: Any dispute arising out of or relating to these Terms or an SOW shall first be submitted to good-faith technical negotiation between executive representatives of both parties. If unresolved within 30 days, the dispute shall be resolved through binding arbitration in accordance with applicable statutory arbitration rules.
