Service Agreement

1. What OCS is selling

OCS sells custom-built code - websites, CRM systems, and related integrations - built to specifications documented in the Engagement for each project. The sale is for the code itself, delivered as source files, configuration, and setup documentation.

Initial deployment of the delivered build to the Client's infrastructure (hosting account, database, email service, domain) is provided as a complimentary service at launch. Subsequent redeployments after the Client or any third party has modified the code are not included and are billed under the standard draft-pricing or quoted separately.

2. Data responsibility and backups

The Client is solely responsible for all data stored in or processed by the delivered system, including but not limited to customer records, lead information, order history, invoices, uploaded files, email templates, review responses, and any other content.

OCS strongly recommends that the Client implement a regular backup schedule for every database, email store, and critical configuration associated with the delivered system. For CRM systems built on Supabase or similar providers, this means exporting the database on a cadence appropriate to the Client's volume (typically daily for active operations, weekly at minimum). The Client is responsible for retaining those backups in a location independent of the primary provider.

OCS is not liable for any loss, corruption, exposure, or inaccessibility of data from any cause, including but not limited to user error, Client error, third-party service outage, security breach, credential compromise, misconfiguration, or acts of a third party. The Client acknowledges that no digital system is immune to data loss and that backup discipline is the Client's responsibility.

If the Client wishes to engage OCS to implement or manage ongoing backups, this is available as a separately scoped paid add-on documented in the Engagement.

3. Third-party service dependencies

Systems delivered by OCS depend on third-party services selected by the Client or recommended by OCS. These include but are not limited to Vercel (hosting), Supabase (database and authentication), Resend (transactional email), Stripe (payment processing), domain registrars, and SMS providers.

Each of these services is operated by an independent third party under its own terms of service, pricing, availability guarantees, and policies. By using a delivered OCS system that depends on these services, the Client agrees to be bound by each provider's own terms and acknowledges that OCS is not a party to those agreements.

OCS is not responsible for third-party service outages, downtime, data loss at the provider, pricing changes, policy changes, feature deprecations, API changes that affect delivered systems, or termination of service by the provider. OCS will make reasonable commercial efforts to maintain compatibility with the versions of these services in effect at the time of delivery, but ongoing adaptation to third-party changes beyond the warranty period is billable work.

4. Intellectual property and ownership

On full payment of the agreed fees, the Client receives ownership of the custom code produced specifically for the Client's project, including the final build, custom pages, custom configurations, custom pipeline definitions, and any custom integrations commissioned under the Engagement. The Client may modify, host, migrate, or hand off this code to any party.

OCS retains ownership of all underlying templates, reusable component libraries, generic patterns, methodologies, documentation structures, and any pre-existing OCS intellectual property used in the course of delivering the Client's project. The Client receives a perpetual, non-exclusive license to use these underlying elements as they appear in the delivered build, but does not acquire ownership of them and may not resell them as standalone products or template libraries.

Content supplied by the Client (text, images, logos, trademarks, product data, customer lists) remains the property of the Client at all times. OCS makes no claim to Client content.

Trademarks of Optimized Company Systems, including the OCS name and logo, remain the property of OCS and are not transferred by this Agreement.

5. Post-delivery modifications by third parties

Once the delivered build has been modified by the Client, another developer, another agency, or any party other than OCS, OCS cannot guarantee that we will continue to support or extend the modified build. Third-party edits can introduce dependencies, stylistic differences, and technical decisions that OCS did not make and does not fully own.

If the Client later requests OCS to resume work on a build that has been modified by a third party, OCS may at its sole discretion decline the work, require a billable code audit before quoting, or quote the work at rates that reflect the additional time required to understand and work with unfamiliar modifications.

This clause is not an attempt to lock the Client into OCS. The Client is free to engage any developer at any time. This clause only clarifies that OCS's warranty and ongoing support obligations end at the point of third-party modification.

6. Warranty

OCS warrants that the delivered build will substantially conform to the specifications documented in the Engagement for a period of thirty (30) days from the date of delivery. During the warranty period, OCS will fix defects in OCS-authored code at no additional charge, provided that the defect is reported to OCS in writing with sufficient detail to reproduce the issue and the build has not been modified by any party other than OCS.

The warranty does not cover defects arising from Client modifications, third-party modifications, changes to third-party services, Client misconfiguration, Client use of the system in a manner not contemplated by the Engagement, or acts of force majeure.

Except for the express warranty above, OCS makes no warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The delivered build is provided 'as is' and 'as available' after the warranty period.

7. Client compliance obligations

The Client is solely responsible for compliance with all laws, regulations, and third-party platform policies applicable to the Client's business, industry, and operations. This includes but is not limited to privacy law (GDPR, CCPA, state privacy acts), industry-specific regulations (HIPAA, financial services rules, bar advertising rules for legal businesses, insurance regulations), consumer protection law (FTC rules on advertising, endorsements, and reviews), marketing and anti-spam law (CAN-SPAM, TCPA for SMS, state equivalents), accessibility law (ADA, WCAG), and the published policies of any third-party platform the Client's business relies on (Google Business Profile policies, platform marketplace rules, payment processor policies).

OCS builds systems that can be used in compliance with these frameworks when operated correctly, but OCS does not audit or certify that any specific Client use is compliant. If the Client operates in a regulated industry or in a jurisdiction with specific requirements, the Client should obtain qualified legal review of any OCS-delivered system before putting it into production.

Any legal or policy templates OCS provides, including draft Privacy Policy text, draft Terms of Service text, draft disclaimers, draft intake forms, or draft customer agreements, are provided as starting points only. OCS does not review these templates with an attorney and makes no representation that any template is complete, current, or sufficient for the Client's circumstances. The Client is responsible for having an attorney review any such template before relying on it.

If the Client uses the delivered system in a way that violates a law, regulation, or third-party platform policy, including requesting OCS to build or configure functionality that would violate such a policy (for example, review gating under Google's review policy), the Client assumes all resulting risk and holds OCS harmless from any resulting enforcement action, penalty, or loss. OCS reserves the right to decline to build or configure functionality that OCS believes violates such a policy.

8. Content, security, and credentials

The Client is responsible for all content published, uploaded, or transmitted through the delivered system, including text, images, product listings, customer communications, reviews, and testimonials. OCS does not moderate, review, or curate Client content and is not responsible for its accuracy, legality, or any resulting dispute with a customer, competitor, or third party.

The Client is responsible for the security of all credentials associated with the delivered system, including administrator accounts, database connection strings, API keys, OAuth tokens, Stripe keys, email service keys, and any password shared with Client staff. OCS recommends storing these credentials in a password manager, rotating them on a reasonable cadence, and limiting access to staff with a clear operational need. OCS is not liable for any loss, breach, or misuse arising from compromised credentials in the Client's custody.

The Client is responsible for all actions taken through the delivered system by any user authorized by the Client, whether or not the Client intended those actions.

9. Payment, cancellation, and refunds

Payment terms are set in each Engagement and follow the staged structure described in the Terms of Service: free initial draft, fifty percent deposit upon draft approval, two included revision drafts, additional drafts billed per the fee schedule, final balance due on launch.

Deposits are non-refundable once production work has begun. If the Client cancels the project after work has begun, the deposit is forfeited and any additional work performed to the point of cancellation is billable at the agreed project rate or on a time-and-materials basis.

If OCS cancels the project before delivery for any reason other than Client non-performance, OCS will refund any portion of the deposit that corresponds to work not yet performed, calculated in good faith.

Pass-through costs incurred on the Client's behalf (domain registration, third-party service fees, carrier SMS fees, etc.) are non-refundable regardless of project outcome once incurred.

10. Limitation of liability

To the maximum extent permitted by applicable law, OCS's total aggregate liability to the Client for any and all claims arising from or related to this Agreement, the delivered system, or any OCS service, whether in contract, tort, warranty, or any other legal theory, is limited to the total amount actually paid by the Client to OCS during the twelve (12) months preceding the event giving rise to the claim.

In no event is OCS liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or cost of substitute services, even if OCS has been advised of the possibility of such damages.

These limitations apply regardless of the form of action and survive any failure of essential purpose of any limited remedy.

11. Indemnification by Client

The Client agrees to defend, indemnify, and hold harmless OCS, its owners, operators, and representatives, from and against any claim, demand, loss, liability, cost, or expense (including reasonable attorney fees) arising from or related to: Client content; Client use of the delivered system in violation of any law, regulation, or third-party policy; Client-directed functionality that OCS cautioned against; breach of this Agreement by the Client; or any dispute between the Client and a customer, employee, competitor, or regulator.

12. Confidentiality

Each party may receive non-public information from the other in the course of an Engagement. Each party agrees to use the other's confidential information only for the purpose of performing or benefiting from the Engagement, to protect it with the same degree of care used for its own confidential information (and no less than reasonable care), and not to disclose it to any third party except as required by law or as reasonably necessary to perform under this Agreement.

This clause does not apply to information that is already public, independently developed, lawfully received from a third party without a confidentiality obligation, or required to be disclosed by legal process (with reasonable prior notice to the other party where lawful).

13. Governing law and disputes

This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey for any dispute arising under this Agreement that is not otherwise resolved through good-faith negotiation.

Before filing any lawsuit, each party agrees to attempt to resolve the dispute by written notice to the other party describing the issue and proposing a resolution, with at least thirty (30) days to negotiate in good faith.

14. Changes to this Agreement

OCS may update this Agreement from time to time to reflect operational changes, legal developments, or clarifications. The version in effect at the time an Engagement is entered into governs that Engagement unless the parties expressly agree otherwise in writing.

The effective date at the top of this page indicates when the current version was published.

15. Contact

Questions about this Agreement, requests for a signed version, or requests to engage OCS for a project should be directed to info@optimizedcompanysystems.com.