Terms and Conditions

Scope of Services

Eclosion Tech LLC ("Eclosion") will provide the services or deliverables described in the related proposal, statement of work, or purchase order (collectively, the "Agreement"). Any work outside that scope requires a written change request approved by both parties.

Invoices and Payment

• Invoices are issued upon milestone completion, monthly in arrears, or as otherwise specified in the Agreement.
• Payment is due within fifteen (15) calendar days of the invoice date unless a different term is stated on the invoice.
• Payments must be made in U.S. dollars via the methods indicated on the invoice.

Late Payment

• Overdue balances accrue interest at one and one half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.
• Eclosion reserves the right to suspend or terminate services until all past‑due amounts and interest are paid.

Change Requests and Additional Work

Changes to the scope are billed at the current standard hourly rate unless otherwise agreed in writing. Timeline adjustments caused by change requests will be reflected in an updated schedule.

Expenses

Client is responsible for reasonable out‑of‑pocket expenses necessary to perform the services. Individual expenses over one hundred dollars (USD 100) require prior written approval.

Client Responsibilities

Client will provide timely feedback, approvals, access, and information needed for Eclosion to perform the services. Delays in providing such cooperation may result in adjusted delivery dates.

Intellectual Property

• Upon full payment, Client receives a perpetual, worldwide, non‑exclusive license to use the final deliverables for their intended purpose.
• Eclosion retains ownership of all background technology, tools, frameworks, and pre‑existing code. Nothing herein restricts Eclosion from using its general knowledge, skills, and experience in future projects.

Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own similar information and will use such information solely to perform under the Agreement.

Warranty and Liability

• Services are provided "as is" without warranties of any kind, express or implied.
• Eclosion's total liability arising out of or relating to the invoice or services will not exceed the total amount paid by Client under the invoice giving rise to the claim.
• Neither party is liable for indirect, incidental, consequential, special, or punitive damages.

Termination

Either party may terminate work not yet completed with fourteen (14) days written notice. Client will pay for all services performed and approved expenses incurred through the termination date.

Governing Law

These terms are governed by the laws of the State of Vermont, without regard to its conflict of law rules.

Dispute Resolution

The parties will attempt in good faith to resolve any dispute through negotiation. If unable to do so, disputes will be settled by binding arbitration in Burlington, Vermont, in accordance with the rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.

Miscellaneous

• These terms, together with the Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions.
• If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver is effective unless in writing and signed by the waiving party.
• Neither party may assign its rights or obligations without the other party's written consent, except in connection with a merger or sale of substantially all assets.