Master Terms of Service & Service Level Agreement
January 2026
These Terms of Service govern enterprise technology consulting, software implementation, cloud architecture, and ongoing engineering partnerships delivered by Worldwide Manager Solutions ('WMS').
All enterprise commercial engagements incorporate bilateral Non-Disclosure Agreements (NDAs), standard Data Processing Addendums (DPAs), and defined Service Level Agreements (SLAs).
1. Scope of Engagement & Statements of Work
All engineering projects, ERP integrations, software deliverables, and retained partnerships are executed under formal Statements of Work (SOW) or commercial proposals incorporating these terms by reference. Each SOW defines deliverables, milestones, acceptance criteria, and fee structures.
2. Intellectual Property & Code Ownership
Upon complete settlement of agreed fees, client retains full ownership of bespoke application code, custom ERPNext DocTypes, custom integrations, and brand assets engineered specifically for the client. Framework-level components retain their respective open-source licensing (GNU GPL, MIT, Apache 2.0). WMS retains ownership of pre-existing proprietary tooling, boilerplate libraries, and internal deployment scripts.
3. Shared Security & Operational Responsibilities
WMS is responsible for engineering software according to secure coding standards, applying server hardening baselines, and configuring redundant backup pipelines. The client is responsible for internal user credential hygiene, enforcing multi-factor authentication across its workforce, revoking access for terminated personnel, and reviewing role permissions.
4. Service Level Commitments & Availability
For active SLA engagements, WMS commits to an annual platform availability target of 99.5% for production instances, excluding scheduled maintenance windows announced with at least 48 hours prior notice. High-availability multi-node deployments achieve 99.9% uptime targets.
5. Incident Severity & Support Response Times
Technical support inquiries are categorized by operational impact: P1 Critical (Complete production outage or severe security incident - response within 1 hour, continuous triage); P2 High (Degraded core business workflow - response within 4 hours); P3 Medium (Non-critical issue - response within 1 business day); P4 Low (General consultation - response within 2 business days).
6. Confidentiality & Non-Disclosure
Both parties agree to protect proprietary technical, commercial, and operational information with the same degree of care used to protect their own sensitive assets (and not less than reasonable care). Confidential information shall not be disclosed to third parties without prior written consent.
7. Limitation of Liability
Except in cases of gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, punitive, or consequential damages. Total cumulative liability under any Statement of Work shall not exceed the total fees paid by the client under that SOW in the 12 months preceding the claim.
8. Termination & Orderly Data Transition
Either party may terminate an engagement for material breach upon 30 days written notice with opportunity to cure. Upon contract termination, WMS will provide complete database exports, code repositories, and configuration manifests to facilitate orderly operational handoff.
9. Governing Law & Dispute Resolution
These terms and all commercial agreements shall be governed by and construed in accordance with applicable commercial jurisdictions designated in the specific Statement of Work. Both parties commit to good-faith executive escalation prior to formal legal proceedings.