Service Agreement

This Service Agreement (“Agreement”) is entered into between Sawhorse Software LLC, a Florida limited liability company operated by Enzo Capera (“Sawhorse”) and the customer identified in an Order (“Customer”). It governs all services Sawhorse provides to Customer.

Each engagement is defined by an Order — a written quote, statement of work or order form accepted by both parties — which describes the deliverables, fees, schedule, revision rounds and any service levels. Multiple Orders may operate under this Agreement.

Order of precedence: the Order first, then this Agreement, then the Terms of Service. The Acceptable Use Policy applies to all services.

Sawhorse provides custom software services in two purchasing modes:

• Own It — Sawhorse designs and builds the deliverable and delivers the completed project, including source code and deployment documentation for the custom work. Customer is thereafter responsible for hosting, maintenance and security patching unless separately purchased.
• Sawhorse Managed — Sawhorse designs, builds, deploys, hosts, monitors and maintains the deliverable on infrastructure managed by Sawhorse, for a setup fee and a recurring plan fee.

Sawhorse Operations (ERP) and communication agents, where offered, are available only as Sawhorse Managed services. No source-code purchase option is offered for those products.

The Order records the agreed scope, including page or module counts, integrations, revision rounds and any explicit exclusions. Anything not stated is out of scope.

Sawhorse may state assumptions in the Order — for example, that Customer will supply content by a given date, or that a third-party API provides a documented capability. If an assumption proves incorrect, Sawhorse will notify Customer and the parties will agree a change order before affected work continues.

A change order describes the additional work, the revised fee and any schedule impact, and takes effect when approved in writing by both parties.

Sawhorse will use commercially reasonable efforts to meet the schedule in the Order. Dates assume Customer meets its own obligations, including timely content, decisions, access and feedback.

On delivery of a milestone, Customer has [7] business days to review and either accept it or provide a single consolidated written list of items that do not conform to the Order. If Customer does not respond within that period, the milestone is deemed accepted.

Revision rounds are the number stated in the Order. A revision round means one consolidated set of feedback and Sawhorse’s response to it. Additional rounds, or requests that change the agreed scope rather than correct it, are chargeable at Sawhorse’s then-current rates.

Fees are stated in the Order. Unless the Order says otherwise, a deposit of [50]% is payable before work is scheduled, and the balance at the milestones stated. Recurring managed fees are billed monthly in advance.

Invoices are payable within [15] days. Undisputed overdue amounts may accrue interest at [1.5]% per month or the maximum permitted by law, whichever is lower. Sawhorse may suspend work or withhold delivery on materially overdue accounts after written notice and a reasonable cure period.

Fees exclude taxes and third-party costs, including domains, third-party APIs, messaging providers, AI-model usage and external subscriptions, unless expressly included in the Order.

Where Customer cancels an engagement in progress, Customer pays for work performed to the cancellation date plus any non-recoverable committed costs. The deposit is non-refundable once work has commenced, except as required by law.

Customer will provide, within the timeframes in the Order: content, brand assets, product and pricing information, access credentials for systems to be integrated, and timely decisions from a nominated authorised contact.

For Managed plans, Customer will supply requested content and assets unless the Order states that Sawhorse provides them.

Customer is responsible for the lawfulness of its own operations, for the accuracy of information it supplies, for obtaining any consents required to process its customers’ data, and for compliance with rules applicable to its industry and to messages it sends.

Where Customer delay prevents progress for more than [30] days, Sawhorse may invoice work completed to date, re-sequence remaining work, and reschedule the engagement subject to availability.

Customer Content remains Customer’s property. Customer grants Sawhorse a licence to use it as needed to perform the services.

On payment in full, Sawhorse assigns to Customer its rights in the Custom Deliverables created specifically for Customer under the Order.

Sawhorse retains ownership of Sawhorse Technology — its pre-existing tools, libraries, internal frameworks, templates, methodologies and know-how, and improvements to them. Where Sawhorse Technology is embedded in a Custom Deliverable, Customer receives a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and maintain it as part of that deliverable, but may not extract it for sale or licensing as a standalone product.

Deliverables may incorporate third-party and open-source components governed by their own licences, which continue to apply. Sawhorse will identify material components on request.

For Sawhorse Managed products offered as hosted services — including Sawhorse Operations — Customer receives a subscription right to use the service during the term, not ownership of the underlying platform.

For Managed plans, Sawhorse deploys the deliverable on cloud infrastructure that Sawhorse selects, configures and manages. Customer purchases a Sawhorse Managed service; Sawhorse may change underlying infrastructure providers provided the service is not materially degraded.

Managed plans include managed infrastructure for normal business usage as contemplated by the plan. Sawhorse does not offer, and does not advertise, unlimited hosting. Where traffic, storage, compute, database or bandwidth consumption is materially above what the plan contemplates, Sawhorse will notify Customer and may recommend or require an infrastructure or plan upgrade. Recurring charges will not change without prior written notice.

Sawhorse will use commercially reasonable efforts to maintain availability. No specific uptime commitment applies unless a service level is stated in the Order. Planned maintenance will be scheduled to minimise disruption where practicable, with advance notice for material work.

Support scope, channels, hours and target response times are as stated in the plan or Order. Where not stated, support means commercially reasonable efforts during business hours for issues materially affecting the operation of the deliverable.

Included maintenance covers keeping the hosted deliverable operational, applying routine dependency and security updates, and correcting defects in Sawhorse’s work. It does not include new features, redesigns, content changes beyond any stated allowance, or rework caused by third-party platform changes — these are quoted separately.

Own It deliverables include no ongoing maintenance after delivery unless separately purchased.

For Managed services, Sawhorse performs routine backups as described in the applicable plan, intended for disaster recovery.

For Own It deliverables hosted by Customer, backups are entirely Customer’s responsibility.

Customer is responsible for maintaining its own copies of business records. In the event of data loss affecting a Managed service, Sawhorse’s obligation is to restore from the most recent available backup using commercially reasonable efforts and promptly.

Sawhorse maintains administrative, technical and physical safeguards appropriate to the services, including access controls, encryption in transit and routine patching of systems it operates.

Customer safeguards its own credentials and those issued to its personnel, promptly revokes access for departing staff, and notifies Sawhorse without undue delay of any suspected compromise.

Each party notifies the other without undue delay of a security incident affecting the other’s data, and cooperates reasonably in investigation, remediation and any required notifications.

Where Sawhorse processes personal data on Customer’s behalf, Sawhorse acts as processor and Customer as controller. Sawhorse will process such data only on Customer’s documented instructions, keep it confidential, apply appropriate security measures, engage sub-processors only under comparable obligations, assist Customer with data-subject requests and security notifications as reasonably required, and delete or return the data at the end of the engagement subject to legal retention requirements.

Deliverables may depend on third-party services Sawhorse does not control. Those services have their own terms, may change, may impose limits or fees, and may restrict automated use. Sawhorse is not responsible for their availability or policy changes, and changes may require chargeable rework.

Sawhorse will not build functionality requiring violation of a third-party platform’s terms.

Where a deliverable uses AI models, output may be inaccurate or vary between runs. Customer is responsible for reviewing and approving what a customer-facing system is configured to say and the source material it draws on. Sawhorse does not warrant that AI-generated output is accurate, original or fit for a particular purpose.

Each party protects the other’s non-public information with at least reasonable care, uses it only to perform under this Agreement, and discloses it only to personnel and contractors bound by comparable obligations.

Standard exclusions apply for information that is public through no fault of the recipient, already known without a duty of confidence, independently developed, or required to be disclosed by law with reasonable prior notice where legally permitted.

Confidentiality obligations continue for [3] years after termination, and indefinitely for trade secrets.

Sawhorse warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry practice, and that Custom Deliverables will materially conform to the Order at delivery. Customer’s exclusive remedy for breach of this warranty is re-performance or correction at no additional charge, provided Customer notifies Sawhorse in writing within [30] days of delivery.

Each party warrants that it has the authority to enter into this Agreement.

Except as expressly stated, and to the maximum extent permitted by law, services and deliverables are provided “as is”, and Sawhorse disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose and non-infringement, and any warranty of uninterrupted or error-free operation. Some jurisdictions do not permit certain exclusions; where that is so, these exclusions apply only to the extent permitted.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost or corrupted data, or business interruption, arising out of or relating to this Agreement.

To the maximum extent permitted by law, each party’s total aggregate liability under this Agreement will not exceed the amounts paid or payable by Customer under the applicable Order in the [12] months preceding the event giving rise to the claim.

These limits do not apply to Customer’s payment obligations, either party’s indemnification obligations, fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be limited under applicable law. Sawhorse does not assert that it can never be liable to Customer, and Customer does not assume every possible risk arising from Sawhorse’s own conduct.

Customer indemnifies Sawhorse against third-party claims arising from Customer Content, Customer’s business operations, or Customer’s use of a deliverable in breach of this Agreement or applicable law, except to the extent caused by Sawhorse’s breach, negligence or misconduct.

Sawhorse indemnifies Customer against third-party claims that a Custom Deliverable, as delivered and used as intended, infringes that third party’s intellectual property rights, excluding claims arising from Customer Content, Customer modifications, combinations Sawhorse did not specify, or third-party and open-source components under their own licences.

The indemnified party must give prompt written notice, permit the indemnifying party to control the defence, and cooperate reasonably. Settlements imposing non-monetary obligations on the indemnified party require its consent.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labour disputes, epidemics, government action, public internet failures and outages of upstream infrastructure or third-party providers. Obligations to pay for services already delivered are not excused. Either party may terminate affected services if such an event continues beyond [60] days.

Either party may terminate an Order for material breach uncured [30] days after written notice. Managed plans without a fixed term may be terminated by either party on [30] days’ written notice.

Sawhorse may suspend a service immediately where necessary to protect system security or integrity, to comply with law, or where an account is materially overdue following notice, and will restore service promptly once resolved.

On termination, Customer pays for services performed and non-recoverable costs incurred to the effective date. Accrued rights, and provisions that by their nature survive — payment, ownership, confidentiality, disclaimers, liability limits, indemnities and dispute resolution — survive.

On termination of a Managed plan, Sawhorse will make Customer’s data available for export in a commonly used machine-readable format for [30] days, and will provide reasonable transition assistance. Assistance beyond a standard export is chargeable at then-current rates.

Where the Order includes source-code delivery, Sawhorse will deliver the Custom Deliverables and deployment documentation on payment in full.

After the export period, Sawhorse may delete Customer data from active systems. Residual copies may persist in backups for the ordinary retention cycle before being overwritten. Sawhorse will confirm deletion in writing on request, subject to records it must retain by law.

The parties will attempt to resolve disputes informally through senior representatives for at least [30] days before commencing proceedings.

This Agreement is governed by the laws of the State of Florida without regard to conflict-of-law rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Florida. Either party may seek injunctive relief to protect intellectual property or confidential information in any court of competent jurisdiction.

Neither party may assign this Agreement without the other’s written consent, except to a successor in a merger or sale of substantially all assets. Sawhorse may engage subcontractors but remains responsible for their performance.

Neither party will solicit the other’s employees during the engagement and for [12] months afterwards, excluding general public advertising.

If a provision is unenforceable it will be modified to the minimum extent necessary or severed, with the remainder continuing. This Agreement, the Order and the Terms form the entire agreement on their subject matter. Amendments must be in writing and signed by both parties. Failure to enforce a provision is not a waiver. The parties are independent contractors.

Sawhorse may update this Agreement for new Orders by posting a revised version. Changes do not alter an Order already in effect. Material changes affecting active Managed plans will be notified at least [30] days in advance, and Customer may terminate the affected plan without penalty if it does not accept them.

Notices must be in writing and sent to Sawhorse Software LLC, attention Enzo Capera, by email to enzocaperaausa@gmail.com, and to Customer at the address or email in the Order. Notices are effective on receipt.