Terms of Service

01Who these terms cover

These Terms of Service ("Terms") form an agreement between ShipAfterAI, LLC ("we", "us", "ShipAfterAI"), a Delaware limited liability company, and the legal entity engaging our services ("Client", "you"). They apply to every engagement we deliver — Audit, Production Hardening Sprint, CTO-Lite, Technical Due Diligence, or any custom statement of work.

By signing a Statement of Work ("SOW") with us, you agree to these Terms. Where the SOW says something different, the SOW controls.

02Engagements & Statement of Work

Every engagement is governed by a written SOW that specifies scope, deliverables, fees, timeline, and the named engineers assigned. SOWs are issued after the intake call and signed before any access is granted.

Material changes to scope are handled by a written change order. We will not silently expand scope. We will not silently reduce it.

03Fees, invoicing, refunds

Fixed-price engagements (Audit, Hardening, DD)

• 50% deposit on signature, balance due on delivery.
• Invoices are payable in USD or EUR within 14 days. Late balances accrue 1% per month, capped at the legal maximum.
• If we miss a stated delivery date by more than 5 working days for reasons within our control, you may cancel and receive a refund of any deposit not yet expended on work delivered.

Recurring engagements (CTO-Lite)

• Billed monthly in advance. Cancellable with 30 days' notice at any time.
• Unused hours do not roll over more than one month.

Out-of-pocket expenses

Travel, tooling, or third-party services that exceed $250 in a month are passed through at cost with prior written approval. We do not mark up vendor invoices.

04Access & client responsibilities

To deliver the engagement on time, you agree to:

• Provide read-only access to the systems listed in the SOW within 2 working days of signature.
• Respond to clarifying questions within 1 working day during active engagement weeks.
• Designate a single point of contact authorized to make scope and access decisions.
• Make available a 60-minute walkthrough call at the end of audit and hardening engagements.

If access is delayed, the engagement timeline shifts day-for-day. We will not bill you for waiting.

05Deliverables & intellectual property

• You own the deliverable. The audit report, remediation plan, code we write, and runbook are yours on payment, with full assignment.
• We retain our methods. We continue to own our internal checklists, templates, frameworks, and the underlying knowhow used to produce the deliverable.
• Anonymized aggregation. We may use anonymized, non-identifying patterns from your engagement to improve our public checklist and writing. We will never identify you, your company, your stack, or your code in public materials without prior written consent.
• Open source. Code we contribute to your codebase is delivered under the same license as the surrounding project. Tooling we open-source separately is not part of the deliverable.

06Confidentiality & NDA

We treat all non-public information you share — code, credentials, business context, customer data — as confidential. The duties in this section survive termination indefinitely with respect to trade secrets, and for five years for other confidential information.

If you have a mutual NDA, we sign yours before access is granted. If you don't, ours is at shipafterai.com/nda. We will not begin work without one of these in place.

We will never:

• Use your code or data to train any AI model, ours or a vendor's.
• Disclose your name as a client without written permission.
• Disclose findings to anyone outside your engagement contacts without your consent — including, where practical, when subpoenaed.

07Warranty & disclaimer

We warrant that engagements will be performed in a professional manner, by named senior engineers, consistent with generally accepted industry practice. If a deliverable materially fails to meet what is described in the SOW, we will, at our option, re-perform the work or refund the corresponding fee. This is your sole remedy for non-conformance.

Except as stated in this section, all engagements are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

08Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, lost revenue, lost data, or lost goodwill — even if advised of the possibility.
• Each party's total cumulative liability arising from or related to an engagement is capped at the fees paid for that engagement in the 12 months preceding the claim.
• The cap does not apply to: (a) breaches of confidentiality, (b) gross negligence or willful misconduct, (c) indemnification obligations, or (d) amounts you owe us for services delivered.

09Termination

• Fixed-price engagements may be terminated by either party for material breach not cured within 10 working days of written notice. On termination, we deliver work-in-progress and you pay for the work delivered through the termination date.
• CTO-Lite may be terminated by either party with 30 days' written notice, for any reason or no reason.
• On termination, we wipe local working copies of your code and revoke our access to your systems within 5 working days.

10CTO-Lite specifics

CTO-Lite is a recurring advisory and on-call engagement, not a guarantee of uptime, response within a fixed SLA, or implementation capacity beyond the hours stated in your SOW. It is an honest fractional senior — not a 24/7 operations team.

• Response targets are best-effort and stated in the SOW.
• We are not on the hook for vendor outages, network outages, or third-party failures.
• If a security incident occurs during a CTO-Lite engagement, we will help you respond — billed at our incident rate stated in the SOW.

11Technical due diligence specifics

For diligence engagements commissioned by an investor or acquirer:

• The party paying us is the client. Findings are reported to that party.
• We do not provide a recommendation to invest, decline, or proceed with a transaction. We provide an engineering risk assessment only.
• We are not financial advisors. Our report is one input to your diligence — not a substitute for legal, financial, or commercial review.

12General provisions

Governing law & venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. Disputes are resolved in the state and federal courts of New Castle County, Delaware. The parties waive any right to a jury trial.

Independent contractor

We are an independent contractor. Nothing in these Terms creates a partnership, employment, or agency relationship.

Assignment

Neither party may assign these Terms or any SOW without the other party's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, pandemic, or major infrastructure failure.

Severability

If any provision is held unenforceable, the remainder of these Terms remains in effect, and the unenforceable provision is reformed to the minimum extent necessary.

Entire agreement

These Terms, together with the applicable SOW and NDA, are the entire agreement between the parties on this subject and supersede all prior discussions, proposals, and agreements.

Notices

Legal notices to ShipAfterAI must be sent to legal@shipafterai.com with a hard copy to the postal address on the Privacy page. Notices to you go to the email address on the SOW.

Questions about these terms? Email legal@shipafterai.com. We answer within two business days.