Terms of Service & Enterprise Master Agreement

1. Agreement to Terms & Enterprise Scope

These Terms of Service & Enterprise Master Agreement ("Terms", "Agreement") constitute a legally binding agreement between Onesign Concept Enterprises Limited ("Onesign Concept", "we", "us", or "our"), a registered technology and software engineering enterprise, and the customer or client entity ("Client", "you", or "your") accessing our website at onesignconcept.com, engaging our bespoke engineering squads, or purchasing commercial software licenses.

By accessing our services, creating an enterprise portal account, executing a Statement of Work (SOW), or acquiring software licenses, you acknowledge that you have read, understood, and agree to be bound by all terms set forth herein.

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2. Services, Statements of Work (SOW) & Agile Delivery

1. Service Categories: Onesign Concept delivers enterprise technology services including:

• Custom Web & Distributed Cloud Platforms
• Cross-Platform Mobile Applications (iOS & Android)
• Enterprise AI Agents, RAG Pipelines & Autonomous Workflow Automation
• Cloud Infrastructure, Kubernetes Orchestration & Zero-Trust DevOps
• Dedicated Engineering Retainers & 24/7 SLA Incident Support

2. Statements of Work: All bespoke engineering engagements are governed by a mutually executed SOW or digital project specification detailing technical deliverables, acceptance criteria, project milestones, delivery timelines, and budget schedules. 3. Change Control: Any material alteration to project scope, architecture, or deliverables requested during active sprint cycles requires written agreement via a formal Change Order, which may adjust timelines and budget estimates.

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3. Intellectual Property Rights & Code Ownership

1. Bespoke Client Deliverables: Upon full, verified settlement of all project milestone invoices, Onesign Concept assigns to the Client 100% irrevocable, unencumbered ownership of custom source code, database schemas, UI designs, and documentation created specifically for the Client under the applicable SOW. 2. Pre-Existing Code & Proprietary Foundations: Onesign Concept retains all title, copyright, and intellectual property rights in and to its pre-existing foundational libraries, developer tools, CLI utilities, and architectural boilerplates ("Background IP"). Where Background IP is incorporated into client deliverables, Onesign Concept grants the Client a perpetual, royalty-free, worldwide, non-exclusive license to use, modify, and run such Background IP solely as integrated within the delivered system. 3. Software Catalog Products: Commercial software, templates, and developer tools purchased directly from the Onesign Concept software catalog remain governed by the Software License Agreement (EULA).

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4. Client Responsibilities & Acceptance Windows

1. Prerequisites & Access: The Client agrees to provide timely access to third-party accounts, APIs, staging infrastructure, domain records, and technical personnel required for timely sprint execution. 2. Milestone Acceptance: Upon notification of milestone completion, the Client has fourteen (14) calendar days ("Acceptance Window") to test deliverables against agreed functional specifications. If no written notice of material non-conformity is received within this window, deliverables are deemed accepted. 3. Remediation: If the Client identifies reproducible functional defects within the Acceptance Window, Onesign Concept will remediate the defects at no additional charge within an agreed timeframe.

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5. Fees, Invoicing & Payment Terms

1. Payment Schedules: Unless otherwise stipulated in an SOW, milestone payments are due upon invoice issuance. Engineering retainers are billed monthly in advance. 2. Accepted Methods: Payments are processed securely via wire transfer, ACH, corporate card, Stripe, or PayPal in USD, EUR, GBP, or NGN. 3. Late Payments: Invoices past due by more than fifteen (15) calendar days accrue interest at 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend active staging environments, CI/CD pipelines, or deployment work until delinquent balances are resolved. 4. Taxes: The Client is responsible for applicable sales, value-added, or withholding taxes required by their jurisdiction.

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6. Confidentiality & Mutual Non-Disclosure

1. Confidential Information: Each party agrees to safeguard all non-public technical, architectural, operational, and commercial information disclosed by the other party ("Confidential Information") with the same standard of care used to protect its own confidential assets, but not less than reasonable care. 2. Restrictions: Neither party will disclose Confidential Information to any third party without prior written consent, except to employees, contractors, and legal counsel who require access to fulfill project commitments. 3. Survival: Confidentiality obligations survive termination of this Agreement for five (5) years, and indefinitely with respect to source code trade secrets.

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7. AI Ethics, Data Governance & Zero Data Retention

1. Zero Public Model Training: We warrant that client proprietary data, internal company documents, and source code processed during AI engineering, RAG indexing, or workflow automation will never be used to train, fine-tune, or calibrate public foundation models. 2. Enterprise Privacy Agreements: All third-party AI APIs utilized in client deployments operate under enterprise Zero-Data-Retention (ZDR) agreements and VPC data isolation standards.

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8. Warranties & Post-Launch Support

1. Engineering Warranty: We warrant that for thirty (30) calendar days following production deployment, the delivered software will perform substantially in accordance with agreed functional specifications. 2. Exclusions: This warranty does not cover defects arising from third-party API deprecations, unauthorized code modifications by client staff, or hosting infrastructure outages outside our control. 3. Disclaimer: Except as expressly provided herein, all software and services are provided "as is" without warranty of any kind.

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9. Limitation of Liability

In no event will Onesign Concept Enterprises Limited, its directors, employees, or contractors be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, revenue, or business data. Our aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by the Client under the applicable SOW in the twelve (12) months preceding the incident.

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10. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflicts of law principles. Any dispute arising out of or in connection with this Agreement will be resolved through good-faith executive negotiation. If unresolved within thirty (30) days, the dispute will be submitted to final and binding commercial arbitration.