Terms & Conditions
Effective Date: October 27, 2026
These Terms & Conditions ("Terms") constitute a legally binding agreement between Red Moon Software LLC ("Company", "we", "us", or "our") and the client ("Client", "you") engaging our consulting, architecture, and systems automation services. By accepting a Statement of Work, submitting a consultation request, or utilizing our deliverables, you agree to be bound by these Terms.
1. Consulting Scope & Statements of Work
All technical consulting, systems integration, and business process automation services are executed pursuant to a mutually agreed Statement of Work (SOW). Each SOW delineates the exact technical parameters, system integrations, milestones, and deliverable specifications. Any work outside the explicit boundaries of an active SOW requires a formal written amendment and may incur additional fees.
2. Payments & Milestone Schedules
Engagements are billed on a fixed-scope milestone basis as detailed in the applicable SOW or package tier. Invoices are issued upon milestone commencement or deliverable completion as agreed. Invoices are payable within fourteen (14) days of issuance. Late payments may result in the immediate suspension of engineering services and schedule adjustments.
3. Project Deliverables & Acceptance Testing
Upon delivery of designated milestone artifacts (including source code, documentation, or integration endpoints), Client shall have seven (7) business days to evaluate deliverables against agreed SOW specifications. If Client fails to provide written notice of material defects within this review period, deliverables shall be deemed accepted.
4. Project Cancellations & Milestone Termination
Either party may terminate an engagement upon written notice. In the event of termination, Client remains obligated to pay for all completed milestone deliverables and any documented engineering hours expended toward an active milestone up to the effective termination date. Uncommenced milestones are not billed.
5. Intellectual Property Rights
Upon full and final payment for all services, Client shall own all right, title, and interest in and to custom code, configurations, and documentation created specifically for Client under the SOW. Red Moon Software LLC retains ownership of pre-existing intellectual property, reusable libraries, proprietary tools, and background engineering methods utilized during delivery.
6. Confidentiality
Each party agrees to maintain in strict confidence all proprietary technical, financial, and business information disclosed by the other party. Neither party will disclose Confidential Information to any third party without prior written consent, except to authorized employees and contractors bound by equivalent confidentiality obligations.
7. Data Protection & Security
Red Moon Software LLC employs industry-standard encryption, credential isolation, and secure engineering practices during all integration activities. Client is solely responsible for ensuring it possesses lawful rights, customer consents, and regulatory authority to grant Company access to its systems, databases, and third-party software accounts.
8. Third-Party AI Services & API Dependencies
Client acknowledges that automated workflows and AI models may rely upon third-party APIs (including OpenAI, Anthropic, or cloud infrastructure providers). Company is not liable for service interruptions, API price increases, model deprecation, rate throttling, or performance variations resulting from external third-party infrastructure.
9. Client Responsibilities & System Access
Client agrees to provide reasonable, timely cooperation, including necessary system credentials, API tokens, sandbox environments, and access to internal technical personnel. Project delivery timelines are contingent upon prompt client cooperation; delays resulting from withheld technical access will extend project schedules accordingly.
10. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages arising from or related to these Terms. Red Moon Software LLC's total cumulative liability arising from any claim shall not exceed the total fees paid by Client under the specific Statement of Work giving rise to liability.
— [COMP-JUR] Legal Jurisdiction
Governing Law & Jurisdiction
These Terms shall be governed by the laws of the State of Missouri, USA. Subject to applicable law, disputes shall be resolved in the competent state or federal courts located in St. Louis County, Missouri.