Master Services Agreement

This is the framework that governs every project Axle Operations Systems ("Axle") ships for a client ("you"). For each project we'll also sign a short Statement of Work (SOW) that lists scope, timeline, and price. The SOW + this MSA + the DPA below = the whole agreement.

1. What we'll do

Axle will deliver the work described in the SOW with reasonable skill and care. We communicate by email and during scheduled weekly check-ins, and we provide working previews you can click before launch. We don't subcontract to third-party agencies without telling you first.

2. What you own

You own everything we make for you. On payment of final invoice for a phase or project, the source code, design files, content, and documentation we produce specifically for the SOW transfer to you outright. You also own (or stay the named owner of) every account we set up on your behalf — hosting, domain, email, third-party services, all of it.

We retain ownership of: our internal tools, templates, and any pre-existing libraries we bring to the work — but we grant you a perpetual, royalty-free license to keep using them as part of what we built for you.

3. Changes & scope

Small adjustments inside the agreed scope are included. Bigger changes — new features, new screens, different platforms — get a written change-order with an updated price and timeline before any extra work happens. You will never receive a surprise invoice.

4. Payment

Most fixed-price projects are billed 50% on signing and 50% on launch, or in monthly installments for longer engagements. Ongoing and Embedded Team plans are billed in advance at the start of each period. Invoices are due within 14 days. Late payments over 30 days accrue 1.5% monthly interest and may pause active work.

5. Post-launch support

Post-launch fixes, changes, and feature requests are billed separately — either on an hourly basis or under an Ongoing plan. We document everything we ship so you can hand the work to another team if you prefer; we don't provide free post-launch work.

6. Confidentiality

Both sides agree to keep the other's non-public information confidential and use it only to deliver the work. Axle may name you publicly as a client and show non- confidential work in a portfolio unless you say otherwise in writing.

7. Limitation of liability

Each side's total liability under a project is capped at the fees paid in the twelve months preceding the claim. Neither side is liable for indirect, consequential, or lost-profit damages.

8. Termination

Either side can end an engagement with 30 days' written notice. On termination, you pay for work completed up to that date, and we hand over everything produced so far — code, accounts, docs.

9. Governing law

This agreement is governed by the laws of British Columbia, Canada. Disputes will be resolved first by good-faith conversation, then by mediation in Vancouver, BC, before court.

Data Processing Addendum (DPA)

When Axle handles personal data on your behalf (for example, data about your customers that lives inside software we build for you), the following applies:

• You are the data controller. Axle is the data processor, acting only on your written instructions.
• Axle keeps personal data secure with industry-standard controls (encryption in transit and at rest, restricted access, separate environments for dev and prod).
• Axle uses only the sub-processors listed on the privacy page. We'll tell you in writing before adding new ones.
• Axle will notify you within 48 hours of becoming aware of a personal-data breach affecting your data.
• On request, Axle will help you respond to data-subject requests (access, deletion, correction, portability) and provide records of processing activities relevant to your project.
• When our work together ends, Axle will return or delete personal data we hold for you within 60 days, unless legally required to keep it.

10. The plain-English version

We do the work, you own the work, surprise invoices don't exist, and either side can leave on 30 days' notice. If anything in here looks unfamiliar before we sign, ask — we'd rather have the conversation now than fight about it later.

11. Contact

For contract questions: email hello@axleoperations.com.