Terms of Service & Engagement
These Terms of Service govern all technical consulting, 1-Week Architecture Sprints, and dedicated nearshore engineering engagements delivered by TripleW Digital to enterprise and scale-up clients across the UK, EU, US, and GCC.
1. Commercial Relationship & Parties
These Terms constitute a legally binding agreement between TripleW SARL / TripleW Digital ("Studio", "we", "us", or "our") and the corporate entity or professional client ("Client", "you") ordering software engineering services, architecture sprints, or consulting audits.
TripleW Digital acts solely as an independent B2B engineering contractor. Nothing in these terms or any Statement of Work (SOW) creates an employment, partnership, joint venture, or agency relationship between Studio personnel and Client. For UK clients, all services are strictly outside IR35 scope.
2. Scope of Services & Statements of Work
Engineering services provided by TripleW Digital encompass:
- 1-Week Architecture Sprints: Fixed-fee (€2,800 / $3,000) accelerated codebase audit, latency profiling, and technical remediation blueprint delivered over 5 consecutive business days.
- Production Web Systems: High-throughput Next.js 15 platforms, React 19 Server Components, streaming SSR, and edge API architectures.
- Mobile Applications: Cross-platform iOS and Android applications utilizing React Native and Expo with offline-first synchronization.
- Dedicated Nearshore Engineering Squads: Embedded senior full-stack developers operating on a monthly retainer basis with GMT time-zone synchronization.
Specific deliverables, timelines, milestone criteria, and acceptance frameworks are detailed in individual Statements of Work (SOWs) executed between the parties. In the event of a conflict between these Terms and an executed SOW, the specific SOW shall prevail.
3. Intellectual Property Rights & Code Assignment
A. Bespoke Deliverables & Client IP
Subject to receipt of full and final payment for the applicable sprint or invoice, Studio assigns to Client all right, title, and interest (including all worldwide copyrights, patent rights, and trade secrets) in and to all bespoke source code, database schemas, UI designs, and documentation developed specifically for Client.
B. Studio Pre-Existing IP & Open-Source Libraries
Studio retains ownership of its pre-existing proprietary tools, scaffolding boilerplates, and developer scripts ("Studio Background IP"). Studio grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, and compile any Studio Background IP incorporated into the final deliverables. Third-party open-source components (e.g., React, Next.js, Tailwind CSS) remain subject to their respective MIT, Apache 2.0, or BSD licenses.
4. Invoicing, Payment Terms & Taxes
- Currency & Invoicing: Fees are denominated and payable in Euros (EUR), British Pounds (GBP), US Dollars (USD), UAE Dirhams (AED), or Moroccan Dirhams (MAD) as specified in the proposal.
- Architecture Sprints: Sprints require 100% advance deposit prior to kickoff to reserve dedicated engineering capacity.
- Dedicated Squad Retainers: Monthly retainer squad invoices are issued 14 days in advance of the service month and are payable upon receipt via SWIFT wire transfer, SEPA transfer, or approved corporate card.
- Taxes & Withholding: All fees are exclusive of applicable value-added taxes (VAT), sales taxes, or withholding levies. Client is responsible for reporting and remitting any local taxes required under their domestic tax regulations.
5. Acceptance Testing, Core Web Vitals Warranty & Remediation
Upon delivery of a production release candidate or sprint milestone, Client has fourteen (14) calendar days ("Acceptance Period") to conduct user acceptance testing (UAT).
If no written notice of defect is submitted within 14 days, the deliverable is deemed accepted in full.
6. Enterprise Mutual Confidentiality & NDA
Each party agrees that all non-public technical, architectural, business, customer, and financial information disclosed by the other party constitutes "Confidential Information".
Both parties agree to hold Confidential Information in strict confidence for a period of five (5) years following disclosure (and indefinitely with respect to proprietary trade secrets and source algorithms), using at least the same degree of care as for their own proprietary data, but never less than reasonable care. Studio agrees never to monetize, distribute, or train public AI models on proprietary Client source code.
7. Limitation of Liability & Disclaimers
Exclusion of Consequential Damages: In no event shall either party be liable for any indirect, incidental, punitive, special, or consequential damages, including loss of profits, lost revenue, lost data, or business interruption, arising out of or in connection with these terms, even if advised of the possibility of such damages.
Aggregate Liability Cap: To the maximum extent permitted by applicable law, Studio's total aggregate liability arising out of or related to this agreement or any SOW shall not exceed the total fees actually paid by Client to Studio under the applicable SOW in the three (3) months immediately preceding the event giving rise to liability.
8. Governing Law & Neutral International Arbitration
To provide commercial certainty for international transactions spanning the United Kingdom, European Union, United States, and the GCC:
- Informal Negotiation: In the event of any dispute or claim, the executive technical leads of both parties shall endeavor in good faith to resolve the dispute informally within thirty (30) business days.
- Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Rules, which rules are deemed to be incorporated by reference into this clause.
- Arbitration Seat & Language: The seat or legal place of arbitration shall be London, United Kingdom (or Casablanca International Arbitration Center by mutual written consent). The language of arbitration proceedings shall be English.
9. Formal Legal Notices & Corporate Inquiries
For contractual amendments, master services agreements, enterprise custom DPAs, or formal legal notices: