- 1 Parties
- 2 Engagement
- 3 Fees
- 4 Acceptance
- 5 Your responsibilities
- 6 Intellectual property
- 7 Delivery models
- 8 Change orders
- 9 Confidentiality
- 10 Warranties
- 11 Liability
- 12 Indemnification
- 13 Termination
- 14 Disputes
- 15 General
1 · Parties
These terms form an agreement (the "Agreement") between Iannovative LLC, a Tennessee limited liability company ("Iannovative," "we," "us"), and the client identified in the applicable Order Form or Statement of Work ("Client," "you"). Contact: hello@iannovative.com.
Your specific engagement is described in a signed Statement of Work ("SOW") or Order Form. Only that signed document controls deliverables, assumptions, dependencies, acceptance criteria and exclusions. These terms govern it and any future engagement that references them.
2 · The Engagement & Delivery Model
2.1 Services. We provide the services and deliverables described in your SOW or Order Form (the "Services" / "Deliverables"). Iannovative sells an operated outcome rather than staff hours, and the method and tools are ours to choose unless the SOW says otherwise. That describes our commercial model; it does not define scope. Scope is only what the SOW states.
2.2 Delivery model. One model is affirmatively selected in your SOW. Neither applies by default.
- Managed Services — we build, host, run and maintain the Deliverable under a recurring Growth Partner plan. You own the Work Product as set out in §6; Iannovative Materials remain licensed to you, not assigned.
- Build-and-Handoff — we build and, at Go-Live, transfer the Deliverable and its technical architecture to your team via the Technical Handoff Package. No ongoing management.
Every build is produced handoff-ready by default. The model changes what happens at delivery, not the build or the build price.
3 · Fees & Payment
3.1 Build engagements. Unless your SOW says otherwise, the fee is paid in three phase-gated instalments:
| Instalment | Amount | Due on |
|---|---|---|
| Deposit | 40% — earned on receipt | Signing. Work begins on receipt. |
| Build Approval | 40% | Your acceptance of the working build (§4), before Go-Live begins. |
| Go-Live | 20% | Deployment to production and handoff. Final payment triggers the assignment in §6.1. |
3.2 The deposit is earned on receipt, in consideration of scheduling, discovery and reserved delivery capacity, and is non-refundable — except where we terminate without cause before performing material work.
3.3 Phase-gating. Work on a phase does not begin until that phase's instalment is received. You never pay ahead of proof; we never build unpaid.
3.4 Smaller engagements. The Read is paid 100% up front, before intake, and may use a short Order Form in place of a full SOW.
3.5 Method. Payment by invoice or payment link via Stripe (card or ACH).
3.6 Late or failed payment. If an instalment is not received when due, we may pause all work until it is cured, and timelines extend accordingly. Amounts unpaid 10 business days past due accrue interest at 1.5% per month, or the legal maximum if lower. You will pay reasonable costs of collection, including attorneys' fees, on undisputed past-due amounts, and will raise any dispute under §14 before initiating a chargeback. We may withhold Deliverables, credentials and transfer obligations while any amount remains unpaid.
3.7 Growth Partner. Where Managed Services is selected, the Growth Partner fee is billed monthly by auto-debit beginning at Go-Live. Either party may cancel with 30 days' written notice.
3.8 Taxes. Fees are exclusive of all applicable taxes, which are your responsibility.
4 · Milestones & Acceptance
4.1 Build Approval. We demonstrate the working build in your own environment. You have 5 business days to review and submit written issues limited to the SOW scope. The build is deemed accepted if you do not submit written in-scope issues within that window, or upon your use of the build in production.
4.2 Defect. A "defect" is a reproducible material failure of the Deliverable to conform to the written acceptance criteria in your SOW. Repair or re-performance is your exclusive remedy for a defect.
4.3 Go-Live. Deemed complete on deployment to production plus delivery of the applicable handoff items.
4.4 Fixes versus changes. In-scope defects raised during a review window are corrected at no charge. Anything beyond the SOW scope is a Change Order (§8).
5 · Your Responsibilities
- Provide timely access, content, credentials, permissions and decisions needed to perform the Services. We are not responsible for delays caused by you.
- Designate one point of contact with authority to approve milestones and Change Orders.
- Own the accuracy and legality of content and data you provide, and of any third-party accounts used.
- Maintain your own backups of your data and content held outside the Deliverable.
6 · Intellectual Property
6.1 Custom Work Product. "Work Product" means only those deliverables expressly designated as custom in your SOW. To the extent Work Product qualifies as a "work made for hire" under 17 U.S.C. § 101, it is a work made for hire owned by you. To the extent any Work Product does not so qualify, Iannovative hereby assigns to you, effective automatically upon our receipt of all amounts due under the applicable SOW, all right, title and interest in and to that Work Product. Until we have received all such amounts, we retain all right, title and interest, and you have no licence to use the Deliverable in production.
6.2 Reserved to Iannovative. Work Product does not include, and we retain all rights in: background and pre-existing technology; generic or reusable code, scaffolds, components and templates; prompts, models, methods, workflows and configurations; know-how, improvements and residual knowledge retained in unaided memory; and third-party or open-source components (together, "Iannovative Materials").
6.3 Embedded licence. Where Iannovative Materials are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence — sublicensable to your contractors — to use, operate, modify and maintain them as part of that Deliverable, including having your own contractors support it. You may not resell or distribute Iannovative Materials as a standalone product.
6.4 Third-party and open-source. Third-party and open-source components remain under their own licences.
6.5 Portfolio. We reference an engagement or display non-confidential results only where you affirmatively permit it in your Order Form or SOW. We will not use your name, logo or confidential information without that permission.
7 · Delivery-Model Terms
7A · Managed Services
- Isolation. Your Deliverable runs in its own isolated environment — dedicated hosting project, database and domain — separate from ours and from other clients'.
- Transition assistance. On termination, and conditioned on payment of all amounts due and on technical feasibility, we provide commercially reasonable transition assistance within 10 business days: transfer of client-specific assets we control (hosting project, database project and domain, where the vendor's terms permit transfer), a full data export, and a credentials inventory. Some vendor accounts, shared components and Iannovative Materials are not transferable; those are covered by the licence in §6.3. No punitive offboarding fee.
- Included infrastructure. The Growth Partner fee includes hosting, updates, security patching, backups and monitoring at the levels stated in your plan. Infrastructure is not itemised or passed through at markup.
7B · Build-and-Handoff
- Technical Handoff Package — delivered at Go-Live for a one-time fee stated in your SOW: repository transfer, tested runbook, architecture diagram, credentials inventory, secrets transfer, a live knowledge-transfer session, a 14-day transition window and credential rotation.
- Warranty. We warrant the Deliverable against defects (§4.2) for 60 days after handoff. The warranty does not apply to the extent a modification by you or a third party, misuse, an unsupported configuration, or a change in a third-party platform or API caused or contributed to the defect.
- Operational cutover. Operational responsibility transfers to you at handoff. The 60-day defect warranty survives that transfer for its stated period.
8 · Change Orders
Any change to scope, deliverables or timeline must be agreed in a written Change Order specifying the added work, fee and schedule impact. We are not obligated to perform out-of-scope work without a signed Change Order. Out-of-plan work under a Growth Partner plan is billed at $150 per hour.
9 · Confidentiality
Each party will protect the other's non-public information with reasonable care and use it only to perform this Agreement. This does not cover information that is public, independently developed, or lawfully obtained from a third party. Obligations survive 2 years after termination, except that trade secrets remain protected for as long as they remain trade secrets under applicable law.
10 · Warranties & Disclaimers
- We will perform the Services in a professional, workmanlike manner.
- No guaranteed results. We do not warrant any specific business outcome, revenue, ranking or performance figure.
- AI and automation. AI- and automation-generated outputs may contain errors. You are responsible for human review of outputs before any decision, reliance or external publication, and for compliance with the laws applicable to your business and industry. We do not provide Services for high-risk or regulated uses unless expressly agreed in writing.
- Except as expressly stated, the Services and Deliverables are provided "as is," and we disclaim all implied warranties, including merchantability and fitness for a particular purpose, to the fullest extent permitted by law.
11 · Limitation of Liability
11.1 Excluded damages. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential damages, or for lost profits, lost or corrupted data, business interruption, cost of replacement services, or reputational harm, regardless of the theory of liability.
11.2 Cap. Our total aggregate liability arising out of or relating to this Agreement and the applicable SOW will not exceed the greater of (a) the fees paid or payable under that SOW in the twelve months preceding the event giving rise to the claim, or (b) for a one-time fixed-fee engagement, the total fees payable under that SOW.
11.3 Enhanced cap. For our obligations under §9 (Confidentiality), §12(b) (infringement indemnity), and our data-security obligations, the cap is two times (2×) the amount in §11.2, in place of that amount.
11.4 Carve-outs. Sections 11.1–11.3 do not limit your payment obligations, either party's fraud or willful misconduct, or any liability that cannot be limited under applicable law.
12 · Indemnification
(a) By you. You will defend, indemnify and hold harmless Iannovative and its members and personnel from any third-party claim, and resulting losses, damages and reasonable attorneys' fees, arising out of: (i) your content, data, materials, specifications or instructions; or (ii) your use or operation of the Deliverable in violation of law or of any third party's rights.
(b) By us. We will defend, indemnify and hold you harmless from any third-party claim that the Work Product we created, or the Iannovative Materials, each as originally delivered and unmodified, infringe that third party's United States intellectual-property rights. This excludes claims arising from: (i) modification by anyone other than us; (ii) combination with materials we did not provide; (iii) use outside the scope of the SOW; or (iv) components you provided or third-party/open-source components.
(c) Exclusive remedy. If a claim under (b) arises, we may, at our option and expense: modify the affected item so it is non-infringing; replace it with a functionally equivalent item; procure the right for you to continue using it; or, if none of these is commercially reasonable, terminate the affected portion of the engagement and refund the allocable unused fees. This paragraph states our entire liability and your exclusive remedy for infringement, subject to §11.3.
(d) Procedure. The indemnified party will give prompt written notice, allow the indemnifying party to control the defence and settlement — provided no settlement admits fault or imposes obligations on the indemnified party without its consent — and reasonably cooperate.
13 · Term & Termination
13.1 Term. This Agreement begins on the effective date of your first SOW or Order Form and continues until the Services are complete and, for Managed Services, until the Growth Partner plan is cancelled under §3.7.
13.2 Termination for breach. Either party may terminate for a material breach the other fails to cure within 10 days of written notice.
13.3 Termination by Iannovative. We may suspend or terminate immediately on written notice for: non-payment continuing past the cure period; your insolvency or assignment for the benefit of creditors; use of the Deliverable that is unlawful, abusive, or that creates a security or legal risk; or where continued performance would violate sanctions or export-control law.
13.4 Effect. The deposit is earned as provided in §3.2. On termination, you will pay the greater of (i) all completed milestones plus approved Change Orders, or (ii) time reasonably incurred at the rate in §8, capped at the remaining fees under the applicable SOW, plus expenses incurred through the termination date. Ownership of partially completed work remains ours unless and until §6.1 is satisfied. Managed-Services transition assistance (§7A) applies once amounts due are paid.
13.5 Survival. Sections 3.6, 6, 9, 10, 11, 12, 13.4, 14 and 15 survive termination.
14 · Dispute Resolution
(a) Escalation. Before filing anything, the parties will attempt to resolve any dispute through good-faith discussion between senior representatives for 30 days.
(b) Mediation. Any unresolved dispute will then be submitted to non-binding mediation in Shelby County, Tennessee, with costs shared equally. Undisputed collection of past-due amounts is exempt from this paragraph.
(c) Forum. Any dispute not resolved by mediation will be brought exclusively in the state or federal courts located in Shelby County, Tennessee, and each party consents to personal jurisdiction and venue there. Claims within the jurisdictional limit of small-claims court may be brought there.
15 · General
- Independent contractor. We are an independent contractor, not your employee, agent or partner.
- Subcontractors. We may engage subcontractors and remain responsible for their performance under this Agreement.
- United States clients. Iannovative currently contracts with clients domiciled in the United States. We may decline or discontinue an engagement, jurisdiction or data transfer we determine we cannot lawfully or safely support. Engagements outside the United States require a separate written addendum.
- Governing law. Tennessee law governs, without regard to conflict-of-laws rules. Venue: Shelby County, Tennessee.
- Entire agreement. This Agreement plus your SOW or Order Form is the entire agreement and supersedes prior discussions. Amendments must be in writing and signed. If any provision is unenforceable, the rest remains in effect.
- Assignment. Neither party may assign without the other's consent, except to a successor of substantially all its business.
- Notices and e-signature. Notices by email to the addresses in your Order Form or SOW are sufficient. The parties agree to sign electronically; counterparts and electronic signatures are binding.
- Changes to these terms. We may update these standard terms. The version incorporated into your engagement is the version in effect on the date you signed your Order Form or SOW, and we will provide a copy on request.
Questions about any term here: hello@iannovative.com. Iannovative LLC · Memphis, Tennessee.