General terms governing engineering engagements, sprint delivery mechanics, milestone acceptance, and complete intellectual property ownership.
These Terms of Service (“Terms”) constitute a binding legal agreement between you (“Client”, “you”) and BrainySoftware OÜ (“BrainySoftware”, “we”, “us”), registered in Tallinn, Republic of Estonia.
By accessing our website (https://brainysoft.biz), booking an architectural review, engaging an engineering sprint, or signing a statement of work (SOW), you agree to these Terms. Specific service deliverables, milestone timelines, and pricing schedules are detailed in individual Statements of Work which incorporate these Terms by reference.
We operate on a transparent, milestone-driven delivery model designed to eliminate open-ended hourly billing:
Unlike traditional agency models or proprietary low-code platforms that impose licensing fees and runtime lock-in, our commitment to complete client ownership is absolute:
Upon receipt of invoice payment for each milestone or sprint, BrainySoftware assigns to the Client all worldwide rights, title, and interest in and to all custom source code, architectural schematics, database models, and documentation created for the Client.
The Client receives full, unencumbered rights to inspect, host, modify, license, fork, or transfer the code without ongoing agency royalties, runtime per-user fees, or proprietary dependencies.
Each party agrees to safeguard the proprietary and confidential information of the other with the same degree of care it uses for its own confidential assets (and not less than reasonable care):
All pricing is denominated in United States Dollars (USD) or Euros (EUR) as stated on the applicable invoice or agreement.
For B2B customers in the EU outside Estonia holding a valid VAT number, EU VAT reverse-charge mechanisms apply. For non-EU customers, services are zero-rated for export.
Our standard $1,500 architecture audit fee is 100% credited toward your subsequent engineering sprint when initiated within 30 days of audit delivery.
BrainySoftware warrants that all services will be performed in a professional, workmanlike manner adhering to modern software engineering standards (.NET Core, Next.js, OWASP Top 10 security guidelines).
To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, data, or business opportunities). Total aggregate liability under any statement of work is strictly limited to the total fees paid by the Client to BrainySoftware under the specific statement of work giving rise to the claim in the preceding six (6) months.
These Terms and any non-contractual obligations arising out of them are governed by and construed in accordance with the laws of the Republic of Estonia and applicable European Union regulations, excluding conflicts of law principles.
The parties agree to seek amicable resolution through good-faith negotiation. If a dispute cannot be resolved informally within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia.
We readily review client enterprise MSAs and custom compliance addendums.
