Terms & Conditions of Systems Engineering
Definitive contractual agreements governing code ownership, white-label client NDAs, AI API integration boundaries, milestone delivery, and production warranties.
Executive Summary & Direct Answer:
All custom software, WordPress plugins, themes, n8n automations, and AI voice system configurations developed by Sheharyar Siraj become 100% the exclusive intellectual property of the client upon final milestone payment. Engagements include default bilateral non-disclosure (NDA) protection, a 30-day post-delivery bug-fix warranty, and clear separation of third-party API consumption costs.
- 100% IP Transfer: Clients own all custom source code, documentation, and automated workflows upon settlement.
- Bilateral NDA Default: Strict non-disclosure protecting agency white-label clients, codebases, and credentials.
- 30-Day Production Warranty: Complimentary remediation for unexpected defects or regressions on delivered scope.
- Guaranteed Response SLA: Under 2 business hours response time for active production contract inquiries.
1. Acceptance & Engagement Model
By commissioning services, approving an architecture proposal, funding an escrow milestone, or executing an agreement with Sheharyar Siraj ("Systems Architect"), the commissioning party ("Client") unconditionally accepts these commercial terms.
Engagements are conducted under one of three delivery models:
- Milestone-Based Fixed Architecture: Clearly defined deliverables, technical architecture specifications, and staged acceptance criteria.
- Dedicated Monthly Engineering Retainer: Pre-allocated engineering capacity for ongoing systems maintenance, feature releases, and SLA monitoring.
- White-Label Agency Reseller Contract: Confidential behind-the-scenes execution under agency branding with direct technical management.
2. Intellectual Property & Complete Code Ownership
Upon receipt of final agreed payment for a project milestone, all custom code, custom WordPress templates, bespoke PHP plugins, database schemas, n8n workflow JSON configurations, and AI system prompts authored specifically for the Client transfer entirely and unconditionally to the Client as exclusive work product.
Pre-Existing Frameworks & Open-Source Libraries: Custom deliverables may incorporate battle-tested open-source libraries (e.g. GNU General Public License v2+ for WordPress core extensions, MIT, or Apache 2.0). Client receives an unrestricted, perpetual, royalty-free commercial license to all incorporated components.
3. Strict Confidentiality & Bilateral Non-Disclosure (NDA)
Both parties agree to hold all confidential information, business strategies, customer databases, unreleased designs, server credentials, and API access keys in strict confidence.
4. Third-Party AI Models & External API Billing Boundaries
Modern systems architecture integrates external cloud APIs (such as OpenAI, Anthropic Claude, Vapi Voice AI, Twilio, Deepgram, ElevenLabs, and Pinecone). Unless explicitly covered in an all-inclusive enterprise retainer:
- 4.1API Consumption Costs: Raw per-minute telephony charges, per-token model processing fees, and hosting server costs remain the direct responsibility of the Client.
- 4.2External Service Uptime: While we engineer resilient retry queues and multi-provider fallbacks, we are not liable for third-party provider global outages (e.g. AWS us-east-1 downtime or OpenAI API outages).
5. 30-Day Production Warranty & Service Commitments
Every production deployment delivered by Sheharyar Siraj is backed by a complimentary 30-day warranty period beginning on the date of final delivery acceptance:
6. Milestones, Multi-Currency Settlement & Escrow
To guarantee mutual trust and seamless cross-border delivery:
- Multi-Currency Support: Invoices are settled natively in USD, EUR, GBP, AED, SAR, or CAD with zero foreign conversion markups.
- Escrow Protection: Engagements may be structured through Upwork Escrow (Top Rated, 100% Job Success), international SWIFT wire, Wise, or direct bank transfer.
- Deposit Structure: Fixed-price builds typically initiate with a 50% technical commencement deposit, with the 50% remainder held in milestone escrow until staging approval.
7. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Sheharyar Siraj be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business interruption) arising out of or in connection with delivered software, regardless of legal theory. The total aggregate liability under any engagement shall not exceed the actual fees paid by Client for the specific deliverable giving rise to the claim.
8. Dispute Resolution & Direct Scoping Communication
In the event of an architectural dispute, both parties commit to engaging in good-faith executive discussion within 14 business days. For contracts processed via Upwork or Fiverr, the respective platform's mediation protocols shall govern.