SoloTech Solutions
Software Development · Web & Cloud Services
Georgetown, Guyana
Email:
Phone / WhatsApp:

Software Development Agreement

Terms and Conditions for Software Development & Related Services
Covers build-and-deliver software projects only. Diagnostic, process-audit and operations-optimization engagements are governed by the separate Consulting & Operations Optimization Agreement.

Sample agreement. The commercial terms — price, payment method and the parties — are completed for each project before signing.

1.Parties

This Service Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and between:

The Provider: Solo Tech Solutions, represented by , with contact email (the “Provider”); and
The Client: Full name / business name
Address:
Email:   Phone:  (the “Client”).

The Provider and the Client are each a “Party” and together the “Parties”.

2.Scope of Services

The Provider agrees to design, develop, and deliver the following project or service package (the “Services” and the resulting “Deliverables”):

Package / Service:
Project description and deliverables:

The Deliverables will be further detailed in the requirements document described in Section 3.1. Additional features, pages, integrations, or services requested by the Client are welcome: the Parties will discuss them together and the Provider will confirm the price in writing (email or WhatsApp is sufficient) before starting the additional work (a “Change Order”).

3.Demo, Delivery Timeline & Approval

  1. Requirements (BRD). Before development begins, the Parties will define the project requirements together — working hand-in-hand with the Client's team and designated personnel — in a Business Requirements Document (the “BRD”) covering the features, structure, content, and acceptance criteria of the Deliverables. Once confirmed in writing (email or WhatsApp is sufficient), the BRD becomes the shared reference for the project. It may be adjusted by mutual agreement as the work progresses; substantial changes are handled as Change Orders under Section 2.
  2. The Provider will deliver a working demonstration of the project (the “Demo”) within the timeline the Parties agree when confirming the BRD, counted from the Client's delivery of the materials needed to begin the work (Section 5).
  3. The Client will review the Demo and share consolidated feedback within approximately five (5) business days. Feedback is addressed as revisions under Section 6. If the Client does not respond within ten (10) business days after a written reminder, the Demo is deemed approved so the project can move forward.
  4. The Demo and all related source code, system architecture, concepts, and designs remain the exclusive intellectual property of the Provider until the first payment under Section 4 is received; until then, no license, title, or usage right of any kind is granted to the Client.
  5. If the Client decides not to continue before approving the Demo, this Agreement may be cancelled under Section 12.1 with no payment due from the Client.
  6. Estimated final delivery date (adjustable by mutual agreement):

4.Price & Payment Terms

Total price for the Services: GYD  (in words: )
Accepted payment method(s):
  1. First payment — fifty percent (50%) of the total price is due upon the Client's approval (or deemed approval) of the Demo, before further development continues.
  2. Final payment — the remaining fifty percent (50%) is due upon final delivery of the Deliverables, prior to the transfer of credentials, source code, domain/hosting configuration, or deployment to production (whether on Client-owned or Provider-managed infrastructure per Section 4.4). Where the transaction is completed in person, the Provider shall demonstrate the system functionality and operation in a controlled environment. Credentials and root passwords shall be handed over immediately following the verification of payment execution or valid proof of payment capacity, at which point the Provider shall ensure no unauthorized access is retained.
  3. If a payment is more than ten (10) days overdue, the Provider may, after written notice, pause the Services and any hosting it provides until payment is received.
  4. Hosting & infrastructure. The Parties select one of the following options for the production infrastructure of the Deliverables:
    • Client-managed — the Deliverables are deployed to infrastructure owned or contracted by the Client, who is responsible for its costs, availability, backups, and security after final delivery.
    • Managed by Solo Tech Solutions — the Provider hosts and maintains the production infrastructure. The first three (3) months after final delivery are included; from the fourth month a maintenance fee of GYD per month applies. Either Party may end this service with thirty (30) days' notice, in which case the Provider will reasonably assist in migrating the Deliverables to Client-designated infrastructure.
    • Hybrid — the infrastructure (hosting, domains, third-party services) is contracted and paid directly by the Client, in the Client's own name, while the Provider operates and maintains it. The first three (3) months after final delivery are included; from the fourth month a fixed maintenance fee of GYD per month applies. Either Party may end this service with thirty (30) days' notice.
    If no option is selected, the Client-managed option applies. If a monthly maintenance fee remains unpaid, the Provider may pause the managed service after ten (10) days' written notice.

    Service level (Managed and Hybrid options). For infrastructure operated by the Provider, the Provider targets a monthly availability of 99.9% (equivalent to a maximum of approximately forty-eight (48) minutes of service downtime per month), excluding: (a) scheduled maintenance windows, notified at least forty-eight (48) hours in advance and performed, where possible, outside business hours; (b) failures of third-party platforms or services outside the Provider's control; and (c) outages caused by the Client (including non-payment of underlying infrastructure under the Hybrid option). Temporary interruptions within these margins do not constitute a breach of this Agreement.
  5. Other recurring services (e.g., support plans, corporate email, SEO), if contracted, are billed separately according to the plan selected and are not included in the total price above unless expressly stated in Section 2.

5.Client Obligations

  1. The Client shall provide, in a timely manner, all content (text, images, logos, menus, product data), account access, credentials, approvals, and decisions reasonably required for the Provider to perform the Services.
  2. The Client warrants that all materials it supplies are owned by or licensed to the Client and do not infringe any third-party rights. The Client shall indemnify the Provider against claims arising from materials supplied by the Client.
  3. Timelines adjust automatically for any period in which the Provider is waiting on materials, feedback, or payments from the Client; the Parties will keep each other informed to keep the project moving.

6.Revisions & Change Orders

The price includes up to (default: two (2)) rounds of revisions to the approved Demo, handled flexibly and in good faith. To keep the process simple, the Parties agree on the following distinction:

Included at no cost

  • Interface adjustments: sizes, spacing, colors, typography, and layout.
  • User experience flows, navigation, and screen organization.
  • Wording, labels, texts, and notification templates.
  • Form fields, filters, and options within existing modules.
  • Re-ordering of priorities within the agreed scope.
  • Minor workflow refinements that do not add new systems.

Change Order — quoted separately

  • Payment gateway or automated billing integrations.
  • AI features or services (chatbots, automated processing, translation engines, data analysis).
  • Development of documented REST APIs or public/third-party APIs (unless explicitly defined as a primary deliverable in the approved BRD).
  • New modules, features, or third-party integrations beyond the agreed BRD.
  • Native mobile applications.
  • Changes requiring a redesign of the data architecture.

Guiding rule: a change is included at no cost when it adjusts what already exists without affecting the delivery date. A change is a Change Order when it introduces new systems, external services, or additional development effort that would delay the agreed delivery date — in that case the Provider will inform the Client of the cost and new timeline in writing before starting, and additional revision rounds beyond those included are quoted the same way.

7.Intellectual Property

  1. Upon receipt of full payment, the Provider assigns to the Client all rights in the final Deliverables specific to the Client's project, including the website design, custom code, and content created for the Client.
  2. The Provider retains all rights to its pre-existing materials, generic components, internal tools, libraries, templates, and know-how used to build the Deliverables, and grants the Client a perpetual, non-exclusive license to use them as embedded in the Deliverables.
  3. The Deliverables may include third-party and open-source components, which remain subject to their own licenses. The Provider shall only use components whose licenses permit the Client's intended use.
  4. Until full payment is received, all Deliverables remain the property of the Provider and the Client acquires no rights in them.

8.Portfolio & Publicity Rights

The Client agrees that the Provider may display the completed work (including screenshots and a general description) in Solo Tech Solutions' portfolio, website, and marketing materials, subject to the level of anonymization selected by the Client below:

If no option is selected, the Anonymized option applies by default. The Client may change its selection at any time by written notice.

9.Confidentiality & Data Protection

  1. Each Party shall keep confidential all non-public business, technical, and financial information received from the other Party, and use it solely to perform this Agreement. This obligation survives termination of this Agreement for five (5) years, provided that obligations regarding trade secrets, proprietary source code, and core infrastructure architecture shall survive indefinitely.
  2. The Provider shall use credentials and personal data supplied by the Client only for the purposes of the project, protect them with reasonable safeguards, and delete or return them upon the Client's request after final delivery (except as needed for agreed ongoing services or legal compliance).
  3. Third-party platforms. The Deliverables may rely on third-party cloud platforms and services (such as AWS, Cloudflare, or Supabase). Provided the Provider has followed reasonable, industry-standard security practices, the Provider is not liable for security breaches or data losses originating from vulnerabilities, failures, or incidents in those third-party platforms. Upon becoming aware of such an incident affecting the Client's data, the Provider shall notify the Client without undue delay and reasonably cooperate in mitigating its effects.

10.Warranty & Support

  1. The Provider warrants that the Deliverables will materially conform to the approved scope for (default: thirty (30) days) after final delivery (the “Warranty Period”). Defects reported in writing during the Warranty Period will be corrected by the Provider at no additional cost.
  2. The warranty does not cover modifications made by anyone other than the Provider, failures of third-party services not managed by the Provider, new features or content changes, or issues caused by misuse.
  3. Ongoing support and maintenance beyond the Warranty Period is available under a separate support plan and is not included unless stated in Section 2.

11.Limitation of Liability

  1. To the maximum extent permitted by law, each Party's total aggregate liability under this Agreement shall not exceed the total fees actually paid by the Client under this Agreement.
  2. Neither Party shall be liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunity.
  3. The Provider does not warrant any specific commercial outcome, sales volume, search-engine ranking, or level of traffic resulting from the Deliverables.
  4. Nothing in this Agreement excludes liability for fraud, willful misconduct, or any liability that cannot be excluded under the laws of Guyana, including applicable rights of the Client under the Consumer Affairs Act.

12.Cancellation & Termination

  1. Client cancellation before Demo approval. The Client may cancel this Agreement at no cost at any time before approving the Demo. No payment shall be due; however, the Client acquires zero license, title, or usage rights over any part of the Demo, underlying source code, system architecture, or designs created by the Provider, all of which remain the exclusive intellectual property of the Provider.
  2. Client cancellation after Demo approval. If the Client cancels after approving the Demo, the first payment (50%) remains due and non-refundable as compensation for work performed. If the cancellation occurs after substantial completion, the Provider may also invoice a proportional part of the final payment for work completed to date.
  3. Provider failure to deliver. If the Provider fails to deliver the Demo or the final Deliverables and does not cure within ten (10) business days of written notice, the Client may terminate and receive a full refund of all amounts paid for undelivered work.
  4. Breach. Either Party may terminate if the other materially breaches this Agreement and fails to cure within ten (10) business days of written notice. Sections 7–11 and 13–14 survive termination.

13.General Provisions

The Provider is an independent contractor; nothing in this Agreement creates an employment, agency, or partnership relationship. Neither Party is liable for delay caused by events beyond its reasonable control, provided it notifies the other Party and resumes performance as soon as reasonably possible. Notices are valid if sent in writing to the email addresses stated in Section 1. This Agreement (together with any Change Orders) is the entire agreement between the Parties and may be amended by written agreement of both Parties, including by email or WhatsApp. If any provision is held invalid, the remaining provisions remain in force. Neither Party may assign this Agreement without the other's consent, except that the Provider may use subcontractors while remaining responsible for their work. “Business days” means Monday to Friday, excluding public holidays in Guyana.

14.Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Co-operative Republic of Guyana. The Parties shall first attempt in good faith to resolve any dispute amicably within thirty (30) days of written notice of the dispute. Failing amicable resolution, disputes shall be submitted to the competent courts of Guyana.

15.Signatures

By signing below, each Party confirms that it has read, understood, and agrees to be bound by this Agreement.

The Provider — Solo Tech Solutions

Signature
Name
Date

The Client

Signature
Name
Date
Initials — Provider:   Client:

This document is a general template provided for convenience and does not constitute legal advice. Solo Tech Solutions recommends that both Parties have this Agreement reviewed by qualified legal counsel in Guyana before signing, particularly regarding consumer protection and tax obligations applicable to their specific situation.