1. Parties and Incorporation of Terms of Service
This Master Services Agreement ("Agreement") is entered into between SEVA Systems LLC ("SEVA") and the client identified in the applicable Statement of Work ("Client"), collectively "the Parties." This Agreement incorporates by reference SEVA's Terms of Service, Data Processing Agreement, and Acceptable Use Policy. Together with any Statement of Work executed under this Agreement, these documents constitute the complete agreement governing the Parties' relationship for project-based engagements.
Where a conflict exists between this Agreement and the Terms of Service on a matter specific to a project engagement, this Agreement controls. Where a conflict exists between this Agreement and an executed Statement of Work, the Statement of Work controls on matters specific to that project.
This Agreement remains in effect for the duration of the Parties' relationship and governs all Statements of Work executed under it, whether the Client engages SEVA for one project or multiple projects over time.
If SEVA updates this Agreement, the updated version applies to any Statement of Work executed after the update takes effect. A Statement of Work already executed remains governed by the version of this Agreement in effect on the date that Statement of Work was signed, unless the Parties agree in writing to apply the updated terms to that engagement. Material updates to this Agreement will be communicated consistent with Section 13 of SEVA's Terms of Service.
2. Scope of Work and Statements of Work
2.1 Statements of Work
Each project engagement between the Parties will be governed by a Statement of Work ("SOW")
executed under this Agreement. No project work will begin until a SOW has been signed by both Parties and the deposit described in that SOW has been received, consistent with Section 4.1 of SEVA's Terms of Service.
2.2 Required Contents
Each SOW will specify, at minimum:
- A description of the deliverables and project scope
- The service type (Website Development, Custom Software Development, or Mobile App Development)
- The project timeline and key milestones
- The total project fee, deposit amount, and payment schedule
- The warranty period applicable to the deliverable, consistent with Section 6 of this Agreement
- Any project-specific terms that supplement this Agreement
2.3 Authorized Signatories
Each SOW and Certificate of Acceptance must be signed by an individual the Client has authorized to bind the Client, which may include more than one individual where the Client's own governance requires joint approval. By signing, the individual represents that they have the authority to bind the Client to the terms of that document.
2.4 Scope Exclusions
This Agreement and its SOWs govern project-based engagements only. SEVA's Managed Marketing services are governed by a separate agreement structured for ongoing, retainer-based engagements, and are not within the scope of this Agreement.
3. Project Fees and Payment
3.1 Fees
The total project fee for each engagement is set out in the applicable SOW. Once a SOW is executed, the fee stated in it is fixed for that engagement, consistent with Section 4.4 of SEVA's Terms of Service, regardless of any subsequent change to SEVA's published rates.
3.2 Deposit and Final Payment
Payment follows the structure set out in Section 4.1 of SEVA's Terms of Service: a deposit equal to fifty percent (50%) of the total project fee is due before work begins, and the remaining fifty percent (50%) is due upon the Client's execution of the Certificate of Acceptance described in Section 4.3 of this Agreement.
3.3 Payment Method
Payment is processed as described in Section 4.3 of SEVA's Terms of Service.
3.4 Non-Payment
If final payment is not received following execution of the Certificate of Acceptance, the Client Deliverable is withheld and remains SEVA's property, consistent with Sections 5.1 and 11.2 of SEVA's Terms of Service.
4. Deliverables and Acceptance
4.1 Deliverables
The Client Deliverables for each engagement are as described in the applicable SOW.
4.2 Review Process
SEVA will provide the Client with regular progress updates throughout the engagement, including scheduled reviews as described in the applicable SOW. The Client is responsible for providing timely feedback during these reviews.
4.3 Certificate of Acceptance
Upon completion of the Client Deliverables, SEVA will present the Client with a Certificate of Acceptance confirming the deliverables conform to the scope described in the SOW. The Certificate of Acceptance must be signed by an individual authorized under Section 2.3 of this Agreement.
If the Client identifies a specific, documented deficiency from the approved scope, the Client may decline to sign and provide SEVA with a written description of the deficiency. SEVA will address the deficiency and resubmit the Certificate of Acceptance. The Client may not decline to sign based on preferences or changes not reflected in the approved scope; such requests are addressed under Section 5 (Change Orders).
4.4 Effect of Signing
The Client's signature on the Certificate of Acceptance confirms the Client Deliverables conform to the approved scope, triggers the final payment obligation described in Section 3.2, and starts the warranty period described in Section 6.
5. Change Orders
5.1 Requesting a Change
If the Client requests work outside the scope described in the applicable SOW, whether a new feature, a design change, or any other addition not reflected in the approved scope, SEVA will document the request and provide the Client with a Change Order describing the additional work, its impact on the project timeline, and its additional fee.
5.2 Approval Required
No additional work will begin, and no adjustment to the project timeline or fee will take effect, until the Change Order is signed by an individual authorized under Section 2.3 of this Agreement.
5.3 Relationship to the SOW
An executed Change Order supplements and becomes part of the applicable SOW. Where a Change Order conflicts with the original SOW, the Change Order controls on the specific matter it addresses.
6. Deliverable Warranty
SEVA warrants that, for the warranty period specified in the applicable SOW, the delivered Client Deliverable will conform to the specifications approved in the Certificate of Acceptance described in Section 4.3 of this Agreement.
This warranty covers defects in SEVA's work. It does not cover new features, scope changes, third-party platform changes, or any issue arising from modification of the Client Deliverable by the client or a third party, consistent with Section 8.3 of SEVA's Terms of Service.
The warranty period begins on the date of the Certificate of Acceptance. If no warranty period is specified in the applicable SOW, a default warranty period of 30 days applies.
During the warranty period, SEVA will correct qualifying defects at no additional charge.
Requests for new features or scope changes during the warranty period are addressed under Section 5 (Change Orders), not this Section.
7. Term and Project-Specific Termination
7.1 Term
This Agreement remains in effect for the duration of the Parties' relationship, as described in Section 1 of this Agreement.
7.2 Termination of Individual SOWs
A SOW may be terminated independently of this Agreement, consistent with Section 11 of SEVA's Terms of Service, including termination for breach (Section 11.1), non-payment (Section 11.2), and project inactivity (Section 11.4). Termination of a SOW does not terminate this Agreement or any other active SOW between the Parties.
7.3 Effect of Termination
Upon termination of a SOW, the deposit remains non-refundable as set out in Section 4.5 of SEVA's Terms of Service, and any incomplete Client Deliverable remains SEVA's property, consistent with Section 5.1 of SEVA's Terms of Service, unless the deposit-refund exception in Section 4.5 applies.
7.4 Survival
Sections 4 (Deliverables and Acceptance), 6 (Deliverable Warranty, for any Certificate of Acceptance already executed), and 8 (General Provisions) survive termination of a SOW or this Agreement.
8. General Provisions
This Agreement is governed by, and any dispute arising from it is resolved in accordance with, Section 12 (Governing Law and Dispute Resolution) of SEVA's Terms of Service.
Sections 9 (Limitation of Liability), 10 (Indemnification), and 14 (Miscellaneous) of SEVA's Terms of Service apply to this Agreement and any SOW executed under it.
This Agreement may only be amended in writing, signed by an individual authorized under Section 2.3 of this Agreement.