How we work together, how you’re billed, what you own, and what we each promise — for every Trap Silicon service engagement.
These Terms of Engagement govern the professional services Trap Silicon provides — the Session, the Demo, the Lockout, the Run, the Residency, and the Stash. Each engagement is set out in a short Statement of Work (SOW) that names the scope, the price, the schedule, and any guarantee, and incorporates these Terms. Where an SOW and these Terms conflict, the SOW controls for that engagement.
Your SOW is the whole scope — and the only scope. What we owe you is what your SOW says. Nothing else creates an obligation: demos, examples, samples, and pilots are illustrative — they show a capability on a particular input on a particular day, not a promise your build behaves the same on your data. Our website, marketing, case studies, and screenshots aren’t commitments. Neither are calls, emails, or sales conversations before signing. Any estimate we give — hours returned, timelines, effort — is an estimate, not a promise.
If something matters to your decision, ask us before you book and we’ll put it in the SOW — that’s where promises live.
We’re paid in advance of the work each payment funds. We’re not obligated to start, continue, or hand over any part of an engagement until the fee for that stage has cleared.
Invoices are due on receipt. Payments above [$2,500] are by ACH or bank transfer unless we agree otherwise in writing. Your own third-party costs — AI providers, cloud, software seats — are yours; any figures we give for them are estimates, and those providers set their own prices.
Amounts not paid when due accrue interest at 1.5% per month (or the maximum the law allows, if lower). If any undisputed amount is more than ten days past due, we may pause all work, support, and any included subscription until it’s paid — that pause isn’t a breach by us, and it doesn’t entitle you to a refund or credit.
If you think an invoice is wrong, tell us in writing within ten business days and say which line and why; undisputed amounts are still due, without setoff. In any dispute over this agreement, the prevailing party recovers its reasonable attorneys’ fees and costs, and you cover reasonable costs of collection.
You own what we build for you — outright — the moment you’ve paid in full. From delivery until then, you have full use of it in your own environment; we simply hold title until the money clears. If work is used without being paid for, that use is both a breach and copyright infringement.
We keep our own background tools — the templates, methods, prompts, and libraries we bring to every job, including the CTRL Library. Where any of that is built into your deliverable, you get a permanent, irrevocable, royalty-free license to keep using it as part of what we built — that license never expires and we can’t revoke it. (We assign what we own; because some code is AI-assisted, we don’t warrant that every element is protectable by copyright — we warrant our right to hand it to you.)
Your materials stay yours. You give us a license to use them for the engagement, and you confirm you have the rights to what you give us.
When a deliverable is complete we tell you in writing. You have five business days to test it and either accept it or send a specific written list of where it doesn’t match the SOW. If you don’t — or if you put it into production — it’s accepted, and that’s the acceptance date. On a timely list, we fix the items named and you get one more short review of those corrections.
A guarantee or fix window is a promise to repair, never a reason to withhold payment that’s already due.
Every guarantee we publish is written to be measured by the SOW and the delivery record, not by anyone’s mood:
These are our guarantees on the work (that it runs, that it’s delivered) — not promises about your business results. Each guarantee is your complete remedy for the thing it covers — if you take a refund under one, that closes out the claim it settles.
We need timely access to your systems, credentials, data, decisions, and the right people. Every deadline depends on it. If something we asked for in writing is more than three business days late, the schedule moves out day-for-day and we can invoice the current milestone as met; if it’s outstanding for thirty days, we can treat the work as complete for what we’ve done and invoice the rest. Client-caused delay never cancels a payment.
Once it’s yours, running it is yours. From the acceptance date forward you’re responsible for:
If something breaks, tell us in writing within five business days of noticing it — or of when you reasonably should have — and give us a fair chance to look before it gets worse. For business engagements, we’re not responsible for losses that pile up after that deadline when telling us would have stopped them.
Anything outside the signed scope is a new written line — a Change Order, agreed by both of us (email is fine) before that work starts. We won’t do out-of-scope work without one, and affected timelines pause until it’s signed.
What you’re confirming you understand. Our work is built on third-party AI models. Before we start, you’re confirming you know how they actually behave:
No output should be treated as verified fact. Everything we build is designed to be used with human review, not instead of it. If your use can’t tolerate an occasional wrong answer, tell us before we build — that changes what we build, and there are some uses we’ll decline.
We build it to work at delivery. We don’t promise it works forever. What we deliver is measured against your SOW on the acceptance date. After that:
None of this cuts back the guarantees in section 06 — those stand exactly as written, including the 30-day fix window on the Demo and the Run, and any cadence a CTRL subscription promises. This section governs what happens outside and after them. Where we describe something as ongoing or self-maintaining — a Stash index that keeps itself current — that’s what the software you own does on your own accounts, not a service we’re performing. If you need it to keep working as the model landscape moves, that’s what a Residency is for.
AI law is moving; neither of us is promising where it lands. We don’t warrant that a deliverable or your use of it complies with any law, regulation, or industry rule, now or after a rule changes. If you’re in healthcare, finance, insurance, law, education, hiring, housing, or credit, knowing your rules and applying them is yours. Nothing we deliver is legal, regulatory, financial, tax, medical, or compliance advice. If a legal change makes something we built unusable, that’s not a defect. We’re not your compliance function.
Read this part twice — it’s the part people skip. We guarantee the work: that it’s delivered, that it runs, that it matches your SOW at acceptance. We do not guarantee any business result. Specifically, we have never promised and do not promise:
If your decision depends on a specific result, get it written into the SOW as a measurable test. We’ll do that gladly. If it isn’t in the SOW, it isn’t promised.
We perform our services in a professional, workmanlike way, consistent with the practices of similar providers at the time of delivery, and we warrant that deliverables materially match the SOW at acceptance. Beyond that, and to the extent the law allows, services are provided without other warranties.
The cap, and what’s off the table. Neither of us pays the other for knock-on losses — lost profits, lost revenue, lost data, lost opportunity, downtime, or what it costs to have someone else redo the work — even if we knew they were possible. Whatever we owe you for an engagement stops at what you paid us for it. That’s true however a claim is written up — contract, negligence, or any other theory — and it stays true even if something else in these Terms doesn’t work the way it was meant to. This is why the price is the price: we quoted the work knowing that limit, and that trade is part of the deal. It doesn’t cover fraud, willful misconduct, or anything California law says we can’t limit.
There’s a deadline for bringing a claim. Either of us has to bring any claim arising out of an engagement within one year after we knew — or reasonably should have known — the facts behind it. For business engagements, and in no event later than two years after the acceptance date. After that it’s barred. This runs both ways — it applies to us exactly as it applies to you — and it doesn’t apply to any claim the law doesn’t let us shorten.
If someone downstream comes after us over what you did with the work, that’s yours. (Business engagements.) You’ll defend and cover us against third-party claims — from your customers, employees, contractors, or a regulator — arising out of your use of a deliverable or its outputs, an output you acted on or published, your data or rights in it, your changes to the work, or your not doing what section 07 says is yours. That doesn’t cover our own fraud, willful misconduct, or gross negligence, or a claim that what we originally built infringed someone’s IP — those are ours. No one else has rights under this agreement; it’s between you and us.
If a piece of this doesn’t hold up, the rest still does. If a court finds any part unenforceable, it gets narrowed to what the law allows and everything else stays in force. The sections on payment, ownership, confidentiality, the liability cap, the claim deadline, and dispute resolution survive after an engagement ends.
Confidentiality runs both ways. Working sessions are recorded for your benefit and as the delivery record — by booking, you consent and confirm anyone you invite consents, and we’ll say so at the start of each recording. We won’t use your name or logo publicly without your written okay.
These Terms are governed by California law, with venue in Los Angeles County, and either of us can bring an individual claim in small claims court or seek a court order to protect confidential information or IP. We’re independent contractors. [Bracketed items — final dispute terms, fee percentages, and thresholds — are being set with counsel.]