These terms govern fixed-price and quoted work by Unflow Innovation Studio. A signed proposal forms a statement of work under them; where the two differ, these terms take precedence unless the proposal says otherwise in writing. They are written to be read by the person signing rather than only by a lawyer, and anything that costs you money is stated in the clause it belongs to rather than in a schedule.
Definitions and precedence
“We”, “us” and “Unflow” mean Unflow LLC (Texas) or Unflow Lda. (Portugal), whichever is named on your proposal. “You” means the company named there. “Deliverables” means the software, source code, configuration and written material we produce for you under a proposal. “Pre-existing IP” means anything we owned or created independently of your engagement, including UnflowUI™, UnflowID™ and our tooling.
A signed proposal forms a statement of work under these terms. Where a proposal and these terms differ, the proposal governs only where it says so explicitly and in writing; otherwise these terms govern. A purchase order may carry your reference numbers, but any terms printed on it have no effect.
The work
The proposal defines the deliverable, what is explicitly not included, how the project runs and the price. Anything not in the proposal is a change request. We write down what is out of scope as carefully as what is in it, because an omission read charitably by both sides is the most common way a fixed price stops being fixed.
We do not sell time. A milestone is complete when it does what the proposal says it does, not when a number of hours has been spent on it. If we estimated badly, that is our cost, not yours.
Discovery Workshop
Projects above $20,000 start with a two-day Product Discovery Workshop at $12,000, invoiced in full on booking. The fee is credited against a build that starts within 60 days of the workshop.
If the recommendation is not to build, you keep the backlog, the estimate and the written recommendation, and you may take them to any other vendor. We do not ask for them back and we place no restriction on their use. About one engagement in four ends this way.
A workshop may be moved or canceled once at no cost with more than five business days’ notice. Inside five business days the fee is retained, because the team is already committed and the days cannot be resold.
Price, invoicing and payment
Prices are fixed for the scope in the proposal and stated in the currency on it. Deposits are smaller on larger projects and milestones are never more than four weeks apart, so neither party is ever more than a month from a checkpoint.
Under $20,000: 50% on approval, 50% on delivery. Above that, the schedule is in the proposal. Invoices are due 15 days from issue. Invoices more than 15 days overdue pause work until settled; we will tell you before that happens, and the schedule then moves by at least the length of the pause.
Prices exclude VAT, sales tax and any withholding, which are added or grossed up as the applicable law requires. Bank charges on international transfers are yours. We do not charge interest on late payment as a matter of course, but reserve the statutory right to.
Third-party costs
Hosting, model API usage, app store fees, domain registration, third-party licenses and any software you subscribe to are yours, billed to your own accounts, and are not included in our price. We estimate them during the workshop and we do not mark them up.
Where a project depends on a third-party service you must procure, delay in procuring it moves the plan and may make a milestone impossible to complete. We will say so in writing before it becomes a problem rather than after.
Change requests
Changes to scope are estimated and approved in writing before work starts. A message in the shared channel is sufficient; silence is not, and neither is a verbal agreement in a demo.
An estimate for a change states its price and its effect on the schedule. Approved changes are billed with the next milestone. Your project manager may swap items of equal size within a sprint without a change request, because that is planning rather than a change to what you are buying.
Your part
A person authorised to decide attends demos. Questions from us are answered within two business days. Access, credentials, content and test data arrive on the dates in the plan.
Delays on your side move the plan. They do not change the price unless they add work or leave the team idle: if a project is blocked on your side for more than fifteen consecutive business days we may release the team and reschedule, and re-mobilisation is quoted.
How we build, including AI tooling
Every change is reviewed by a second engineer, covered by automated tests and deployed through continuous integration before you see it.
We use AI coding tools for scaffolding, tests and first drafts. Everything they produce is reviewed and tested to the same standard as code written by hand, and we remain fully responsible for it — the warranty and intellectual property terms below apply to it identically. We do not submit your confidential material or personal data to a third-party model outside the processing arrangements described under data protection.
Acceptance and defects
Each milestone is demonstrated and accepted in the shared channel. If you do not respond within five business days of a demonstration the milestone is treated as accepted, so a project is not held open indefinitely; we will chase you at least once before that applies.
A defect is the deliverable not doing what the proposal says it does. Defects reported within 30 days of delivery are fixed at no charge. After 30 days, fixes are covered by a maintenance retainer or quoted.
A change of mind is not a defect. Neither is a requirement discovered after acceptance. Both are change requests, and we will say which we believe it is in writing rather than absorbing the ambiguity quietly and resenting it later.
Intellectual property
You own all deliverables on payment in full. That includes the source code, the configuration and the written material, and it is not conditional on any continuing relationship with us.
Unflow retains its Pre-existing IP — UnflowUI™, UnflowID™, tooling, libraries, and generic techniques, architectures and prompts not specific to you — and grants you a perpetual, worldwide, royalty-free, non-exclusive license to use it as embedded in the deliverables, including the right to modify it and to have a third party maintain it. That license survives termination for any reason.
We do not reuse your business logic, your data or anything specific to your operation. Third-party open-source components are used under their own licenses, and the proposal lists any component whose license would place an obligation on you.
Confidentiality and publicity
Mutual, for the engagement and five years after. Neither party discloses the other’s confidential information except to people who need it and who are under equivalent obligations.
We may name you as a client and describe the work at a high level unless you opt out in writing, at any time. Case studies containing numbers, screenshots or quotations are published only with your written approval, and we will withdraw one on request.
If you require a separate non-disclosure agreement we will sign a reasonable one; where it conflicts with these terms, it governs on confidentiality only.
Data protection and security
Where we process personal data on your behalf we do so as processor and you as controller, on documented instructions, under a data processing agreement signed before any such data reaches us. GDPR and UK GDPR apply to that agreement where the data is in scope.
Your data stays in your systems and your accounts wherever the architecture allows. Production data is not copied to a laptop. Access is per-person and least-privilege, and is removed on the day an engagement ends.
We use sub-processors — cloud hosting, error monitoring, model providers — and will name them on request and before use. We will tell you within 48 hours of becoming aware of a personal data breach affecting your data, with what we know at that point rather than waiting until we know everything.
We follow OWASP practice and review every change. ISO 27001 certification is in progress. We claim no certification we do not hold, and we will not answer a security questionnaire with an aspiration written as a fact.
Hosting and accounts
Cloud, repository, app store and third-party accounts are opened in your name and billed to you from the first commit, so nothing has to be migrated at the end and nothing is hostage to the relationship continuing.
Our access to those accounts is per-person and is removed on completion or termination. At handover you receive every credential, the documentation and a runbook, whether or not you continue with a retainer.
After launch
Software has a running cost from the day after launch. A maintenance retainer from $1,000 a month is offered in every proposal. You may decline it in writing, and we will ask you to do so explicitly rather than let it lapse by silence.
Without a retainer, support is quoted per request and we make no commitment to availability or response time. We will still tell you if we become aware of a security issue in something we built for you.
Warranty and liability
We warrant that the deliverables will perform materially as described in the proposal for 30 days after delivery, that the work is ours or properly licensed, and that we will perform with the skill and care expected of a competent studio.
We do not warrant that software will be uninterrupted or error-free, nor do we warrant third-party services, models or APIs we integrate. The output of a language model is probabilistic: where a deliverable includes one, the proposal states the measured accuracy on an agreed test set, and that measurement is the standard rather than perfection.
Neither party is liable for indirect, incidental or consequential loss, or for lost profits, revenue, goodwill or data, however arising. Each party’s total aggregate liability under an engagement is capped at the fees paid under that engagement in the twelve months preceding the claim.
Nothing here limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
Insurance
We maintain professional indemnity and public liability cover appropriate to the size of the engagements we accept, and will provide a certificate on request before a project starts.
Non-solicitation
Neither party will solicit or hire the other’s personnel who worked on the engagement, during it and for twelve months after, without written consent. A general public job advertisement is not solicitation.
Termination
Either party may terminate for material breach that is not remedied within 15 days of written notice. Either party may terminate for convenience with 30 days’ written notice.
On termination you pay for work completed, for work in progress up to the effective date, and for any milestone already accepted. You receive everything produced to that point, the credentials, and the license to the Pre-existing IP embedded in it, on payment.
We may terminate immediately, without refunding work already performed, if we are asked to do something unlawful or to misrepresent something materially in public on your behalf.
Force majeure
Neither party is liable for delay caused by events outside its reasonable control, including outages of essential third-party infrastructure. The affected party tells the other promptly and both work in good faith to reschedule. If the event lasts more than 60 days, either party may terminate with no further liability beyond amounts already due.
Assignment, notices and entire agreement
Neither party may assign these terms without the other’s written consent, except to a successor of substantially all of its business. Notices are given by email to the addresses on the proposal and take effect when sent, provided no delivery failure is received.
These terms and the proposal are the entire agreement between us on their subject and replace any prior discussion. A failure to enforce a term is not a waiver of it. If a provision is held unenforceable, the rest stands.
Governing law and disputes
Work contracted through Unflow LLC is governed by the laws of the State of Texas, with exclusive jurisdiction in Dallas County. Work contracted through Unflow Lda. is governed by Portuguese law, with exclusive jurisdiction in Porto.
Before either party begins proceedings, both agree to one call between a founder of Unflow and an authorised person on your side, within fifteen business days of a written notice of dispute. Most disagreements turn out to be a misread sentence, and are cheaper to fix that way.