Commercial & Engineering Agreement

Terms & Conditions

Last Updated: September 2026Orcashel Digital Product Studio
Key Commercial Principles

100% Code Ownership: Full source code, repos, and design files transfer to you upon completion.

30-Day Bug Warranty: Free post-launch defect resolution and performance stabilization.

Milestone Based: Transparent phased billing linked directly to working deliverables.

01.Engagement & Scope of Work

Orcashel provides digital product development services, including custom web application engineering, real estate platform architectures, multi-tenant SaaS systems, UI/UX interface design, and 360° virtual tour implementations.

Each client engagement is governed by a dedicated Statement of Work (SOW) or Project Proposal outlining technical specifications, milestones, deliverables, timelines, and commercial consideration.

02.Source Code & Intellectual Property Transfer

We believe in complete client independence with zero proprietary lock-in:

  • Client Ownership: Upon receipt of full and final payment for the agreed milestones, Orcashel transfers 100% of all intellectual property, bespoke source code, database architectures, and Figma assets created for the client.
  • Open Source & Standard Libraries: Projects may incorporate open-source libraries (e.g., Next.js, React, Tailwind CSS, Prisma) subject to their respective MIT, Apache, or BSD licenses.
  • Pre-Existing Frameworks: Orcashel retains ownership over its internal utility libraries and boilerplate scaffolding, granting the client a perpetual, worldwide, royalty-free license to use and modify them within their product.

03.Milestone Delivery & Acceptance Testing

Deliverables are presented on staging environments for client review upon milestone completion. The client has a period of ten (10) business days to test and provide structured feedback. If no written defects are reported within this window, the milestone is deemed accepted.

04.Payment Terms & Retainers

Invoices are issued according to the agreed payment schedule (e.g., 40% initial deposit, 30% alpha prototype, 30% production deployment). Invoices are due within seven (7) days of issuance unless otherwise stipulated in the SOW. Work on subsequent milestones proceeds upon settlement of preceding milestone invoices.

05.Post-Launch 30-Day Defect Warranty

Orcashel guarantees that delivered custom code will operate substantially in accordance with the specifications approved in the SOW.

30-Day Support Guarantee: For thirty (30) calendar days following production launch, Orcashel will diagnose and correct any reproducible bugs or functional defects in the delivered scope at zero additional cost.

06.Confidentiality & Mutual Non-Disclosure

Both parties agree to hold all proprietary materials, business strategies, API keys, and customer data in strict confidence. Orcashel will never disclose confidential project metrics to unauthorized third parties. Unless explicitly requested under a white-label agreement, Orcashel reserves the right to showcase completed visual designs and public links in its portfolio.

07.Limitation of Liability

To the maximum extent permitted by applicable law, Orcashel’s aggregate financial liability arising out of any engagement shall not exceed the total fees actually paid by the client under the applicable Statement of Work. Neither party shall be liable for indirect, incidental, or consequential damages.

08.Third-Party Platform Integrations & Google Business Profile Services

8.1. Third-Party Terms of Service

Certain features of our hospitality and reputation management software (hospitality.orcashel.com) interface with third-party application programming interfaces (APIs), including Google Business Profile. By connecting your Google account or managing business profiles through Orcashel, you agree to be bound by:

8.2. Authority & Authorization

You represent and warrant that:

  1. You are the registered owner, authorized administrator, or designated representative of any Google Business Profile location you connect to the Orcashel portal.
  2. You possess all requisite corporate and legal authority to grant Orcashel read access to retrieve review data and business metadata on your behalf.
  3. You will not connect or attempt to access business locations or customer reviews belonging to third parties without lawful authorization.

8.3. Read-Only Ingestion & Operational Disclaimers

  1. Read-Only Scope: Orcashel's review management service is provided for review aggregation, internal sentiment analysis, and response workflow drafting. The service does not alter your Google Business Profile listing or guarantee public publication of responses unless explicitly configured and authorized.
  2. Third-Party Availability: Orcashel is not responsible for any downtime, quota restrictions, rate limits, API deprecations, or account suspensions initiated by Google LLC.
  3. No Ranking or Search Guarantees: Orcashel does not guarantee improved Google Search or Maps ranking, review removals, or increased review velocity as a result of using the platform.

8.4. Disconnection & Termination

You may terminate our access to your Google Business Profile at any time through your client portal settings or by revoking third-party app permissions in your Google account. Termination of third-party access does not relieve you of any payment obligations incurred under an active Statement of Work or SaaS subscription.

Questions or Commercial Inquiries

For contract clarifications, customized enterprise MSAs, or compliance verification, please contact our legal desk: