Vexaro Development Supplement

1. Introduction & Precedence

This Vexaro Development Supplement (this Supplement) refines and supplements the Terms of Service for the Vexaro Development Service: custom software development, cloud-infrastructure work, and engineering consulting performed for the Customer on a project basis.

Capitalised terms used here have the meaning given in the Terms of Service. In this Supplement, Vexaro, we, us, and our mean Vexaro, LLC, a limited liability company organized under the laws of the State of Delaware, USA, unless a different Vexaro contracting entity is expressly identified in your Order Form, Statement of Work, invoice, or account record; Customer, you, and your mean the organisation or person that engages the service or signs the Order Form.

This Supplement applies only to the Vexaro Development Service and is read together with the Professional Services Terms, which set out the general framework for professional-services engagements (delivery, fees, confidentiality, liability, and similar), and with the Order Form Terms. Where this Supplement addresses a matter specific to custom software and engineering work, this Supplement governs that matter; the Professional Services Terms govern the remaining engagement terms. The general terms of the Terms of Service, and the policies it incorporates, apply except where this Supplement, the Professional Services Terms, or an Order Form states otherwise.

If this Supplement conflicts with an Order Form or Statement of Work, the Order Form or Statement of Work controls; otherwise the order of precedence in the Terms of Service applies.

2. Statement of Work

Each Vexaro Development engagement is defined by a written Statement of Work (SoW), agreed and signed (or otherwise accepted in writing) by both parties and attached to or referenced by an Order Form. The SoW controls the engagement and typically sets out the scope of work, the deliverables, the milestones and schedule, the acceptance criteria and process, the fees and payment schedule, the responsibilities and dependencies of each party, and any assumptions on which the estimate or plan is based.

Where this Supplement and a SoW both address the same matter, the SoW governs that matter for that engagement, except for terms that this Supplement or the Terms of Service states cannot be varied. Work is performed within the scope recorded in the SoW; activity, deliverables, or commitments not described in a SoW (or in an agreed Change Request) are outside the engagement. If the SoW is silent on a matter, the Professional Services Terms and then the Terms of Service apply.

The Customer’s timely cooperation, including decisions, approvals, access, information, and the materials and credentials described in Section 9, is a condition of Vexaro meeting the schedule. Where a Customer dependency is delayed, affected dates and estimates are adjusted accordingly, as further described in the SoW and the Professional Services Terms.

3. Change Requests

Either party may request a change to the scope, deliverables, milestones, schedule, or other terms of a SoW. A change takes effect only when it is recorded in a written Change Request (or an amended SoW or Order Form) agreed by both parties. Until a Change Request is agreed, the parties continue to perform under the existing SoW.

A Change Request describes the change and its effect on the deliverables, schedule, fees, and any assumptions or dependencies. Where a change increases or alters the work, Vexaro will state the impact on fees and timing before the change is undertaken, and the change is priced as agreed in the Change Request, on the rates or basis stated in the SoW or Order Form or as otherwise agreed. Vexaro is not obliged to begin work outside the agreed scope until the corresponding Change Request is in effect, and work properly performed under the existing SoW remains payable regardless of a later change. The change process in the Professional Services Terms applies where a SoW does not state its own.

4. Acceptance Criteria

Deliverables are reviewed and accepted in accordance with the acceptance criteria and process stated in the SoW. Where the SoW does not state a process, the following applies: on Vexaro’s delivery of a deliverable (or an identified milestone), the Customer has the review period stated in the SoW, or otherwise a commercially reasonable period, to review the deliverable against its acceptance criteria and either accept it or give Vexaro written notice of any material non-conformity with those criteria, describing the non-conformity in reasonable detail.

If the Customer gives a valid notice of non-conformity within the review period, Vexaro will, within a reasonable period, correct the described non-conformity and resubmit the deliverable for review under the same process. A deliverable is accepted when the Customer accepts it in writing, when the review period ends without the Customer giving a valid notice of non-conformity, or when the Customer puts the deliverable into production or live use, whichever occurs first. Acceptance applies to the deliverable as a whole or to the relevant milestone as the SoW provides. Minor issues that do not materially affect conformity do not prevent acceptance and are handled under the warranty in Section 7. Acceptance does not waive the Customer’s rights under that warranty.

5. Intellectual Property

Subject to full payment as set out below, and except for the Vexaro Materials and Third-Party Components described in this Section and Section 6, Vexaro assigns to the Customer the intellectual-property rights in the custom deliverables created specifically for the Customer under the SoW and identified in it as custom deliverables (the Custom Deliverables). This assignment takes effect upon Vexaro’s receipt of full payment of all fees due for the relevant deliverables under the SoW or Order Form. Until full payment is received, all rights in the Custom Deliverables remain with Vexaro, and any access the Customer has to them before that point is a limited, revocable permission to evaluate and test them as part of acceptance, not a transfer of ownership.

Vexaro retains all rights in: (a) its pre-existing materials, software, libraries, tools, frameworks, templates, and know-how that exist independently of the engagement (Vexaro Materials); and (b) general-purpose components, methods, techniques, and know-how of general application that Vexaro develops or uses (including ideas, concepts, and skills retained in the unaided memory of its personnel), even where they are created or refined during the engagement. The assignment of Custom Deliverables does not transfer the Vexaro Materials or such general-purpose components.

To the extent any Vexaro Materials or general-purpose components are embedded in, or are necessary to use, a Custom Deliverable, Vexaro grants the Customer, on full payment, a non-exclusive, worldwide, perpetual, royalty-free licence to use, operate, maintain, and modify those embedded materials solely as part of, and to the extent necessary to use, the Custom Deliverable for the Customer’s own business purposes. This licence does not permit extraction or use of the Vexaro Materials independently of the Custom Deliverable. Each party’s rights in its own respective materials, and the protection of all such materials, are governed by applicable intellectual-property rules and treaty-based protections. A SoW or Order Form may set out different or additional IP terms for a particular engagement, in which case those terms control for that engagement.

6. Third-Party & Open-Source Components

A deliverable may incorporate or depend on third-party or open-source software, libraries, services, or other components (Third-Party Components). Where a Custom Deliverable includes Third-Party Components, Vexaro will identify the material ones (for example, in the SoW, the deliverable’s documentation, or a dependency or licence manifest) so the Customer understands what the deliverable depends on.

Third-Party Components are licensed under their own terms by their respective licensors, not assigned or warranted by Vexaro, and the rights and obligations in Section 5 do not apply to them; the Customer’s use of a Third-Party Component is subject to that component’s own licence. The Customer is responsible for reviewing and complying with the applicable third-party and open-source licences for the components in a deliverable it operates, including any attribution, notice, source-availability, or use-restriction obligations, and for obtaining and maintaining any third-party subscriptions, accounts, keys, or paid licences a Third-Party Component requires for the Customer’s intended use. Vexaro will use reasonable care in selecting Third-Party Components for the stated purpose but does not warrant Third-Party Components beyond the warranty in Section 7 as it applies to Vexaro’s own work, and the Customer is responsible for keeping deployed components updated and patched once the deliverable is in its control, except where a separate maintenance arrangement under Section 8 provides otherwise.

7. Warranty

Vexaro warrants that, for the period stated in the SoW or, if none is stated, for ninety (90) days after acceptance of the relevant deliverable (the Warranty Period), the Custom Deliverable will, in all material respects, perform in conformity with the specifications and acceptance criteria stated for it in the SoW, when used as delivered and as documented in a supported environment.

If, during the Warranty Period, the Customer gives Vexaro written notice of a material non-conformity with that warranty, with enough detail for Vexaro to identify and reproduce it, Vexaro will, at its own cost and within a reasonable period, correct the non-conformity by repairing or re-performing the affected part of the deliverable, or by providing a reasonable workaround that restores material conformity. Correction in this manner is the Customer’s sole and exclusive remedy, and Vexaro’s entire liability, for a breach of this warranty. This warranty does not apply to issues caused by: the Customer’s materials, data, environment, or instructions; modifications, configuration, or operation by anyone other than Vexaro; combination of the deliverable with software, systems, or components not supplied or approved by Vexaro; use outside the documented or intended manner; or Third-Party Components to the extent the issue arises from the component itself or its own licensor. Except for the express warranty in this Section, and to the maximum extent permitted by applicable mandatory rules, the deliverables are provided without other warranties, and Section 10 applies. This warranty is additional to, and does not limit, any non-waivable rights the Customer has under applicable mandatory rules.

8. Maintenance & Support

Development of a deliverable is separate from its ongoing maintenance and support. Unless a SoW expressly includes them, the Vexaro Development engagement does not include maintenance, support, monitoring, hosting, operation, updates, or enhancements of a deliverable after acceptance, beyond the defect-correction warranty in Section 7.

Where the Customer wants ongoing maintenance or support, such as updates, patching, enhancements, operational support, or a defined response commitment, it is provided under a separate agreement or Order Form (which may include a separate SoW or support plan), with its own scope, service levels, and fees. The defined response targets and service commitments of any such arrangement are set in that agreement or Order Form, not in this Supplement, and Vexaro’s standard service-availability and support terms apply only to the products and plans they cover, not to a Custom Deliverable operated by the Customer.

9. Customer Materials & Credentials

The Customer may provide Vexaro with materials, data, content, environments, accounts, systems, and credentials needed for the engagement (Customer Materials), including access to the Customer’s or its providers’ systems. The Customer is responsible for the Customer Materials it provides, for the access and credentials it grants, and for their lawfulness. This includes ensuring that the Customer owns or is authorised to provide them and to grant the access, that they do not infringe a third party’s rights or breach an obligation the Customer owes, and that any Personal Data within them may lawfully be provided and processed for the engagement.

The Customer is responsible for the accuracy, completeness, and suitability of the Customer Materials and the instructions it gives, and for keeping its own backups of any data it provides. The Customer will provide and maintain the access and credentials needed for the agreed work, grant them on a least-privilege basis appropriate to the engagement, and revoke or rotate them when the engagement ends or when no longer needed; the Customer remains responsible for credentials issued under its own identity and access systems. Vexaro will use Customer Materials and access only as needed to perform the engagement and will handle the Customer’s Confidential Information as provided in the Professional Services Terms; where Personal Data is processed in connection with the engagement, the Data Processing Addendum applies. The Customer’s provision and use of any materials or access must remain consistent with the Acceptable Use Policy.

10. No Guarantee of Business Results

Vexaro performs the engagement with reasonable skill and care and in a professional manner, and stands behind its work through the acceptance process in Section 4 and the warranty in Section 7. Vexaro does not, however, guarantee any particular business, commercial, financial, performance, or other outcome from a deliverable: for example, that it will generate revenue, achieve a market result, reach a particular level of usage or performance beyond its stated specifications, satisfy a requirement not recorded in the SoW, or interoperate with systems not identified in the SoW.

Estimates, plans, timelines, and projections are made in good faith on the information and assumptions available when given; they are not commitments unless the SoW or Order Form expressly states a fixed date or fixed price, and they may be affected by changes, Customer dependencies, and Third-Party Components. The Customer is responsible for evaluating whether a deliverable is suitable for its intended purpose and for its decisions to deploy, operate, and rely on the deliverable. This Section does not reduce the express warranty in Section 7 and is subject to any non-waivable rights under applicable mandatory rules; the disclaimers and limitations in the Professional Services Terms and the Terms of Service otherwise apply.

11. Contracting & Payment

Vexaro Development engagements are contracted via an Order Form or Statement of Work and invoiced directly by Vexaro. They are not sold through an online merchant-of-record checkout unless the applicable checkout or Order Form expressly states otherwise. The merchant-of-record checkout path is used only where supported for digital subscriptions and software licences; it is not used to sell Vexaro Development (custom software or work-for-hire) engagements unless expressly stated in the applicable checkout or Order Form. Accordingly, merchant-of-record buyer terms apply to a development engagement only where the checkout or Order Form expressly states that a merchant-of-record path is used.

Fees may be charged on a fixed-price, milestone, time-and-materials, or other basis as the SoW or Order Form provides, together with any agreed expenses, and are invoiced as stated there; invoices are due within the period stated on the invoice or Order Form. Because the assignment of Custom Deliverables in Section 5 takes effect on full payment, the Customer’s payment of all fees due for a deliverable is the trigger for ownership transfer of that deliverable. For the full ordering, invoicing, and precedence terms, see the Order Form Terms; for how Vexaro charges and who processes payments for the different checkout paths, see the Billing Terms.

Contact

• Development engagements and statements of work: [email protected]
• Project and delivery questions: [email protected]

Contracting and notice details are provided on invoices and Order Forms.

This document is part of the Vexaro Legal Center.