Terms and Conditions for Service Provision

1. Object and Contractual Framework

1.1. Object of the Service. These T&C govern the service relationship for software development, applications, video games, technology consulting, and digital art that **Apricot Studios** (hereinafter, "The Provider" or "The Agency") offers to the Client.

1.2. Contractual Documents. The provision of services shall be governed by (a) these **Master Terms and Conditions**, and (b) the specific **Project Agreement**, which details the scope, deliverables, fees, timeline, and particular warranties for each engagement.

1.3. Precedence. In case of conflict between these T&C and the Project Agreement, the conditions stipulated in the Project Agreement shall prevail.

2. Service Execution and Obligations

2.1. Methodology. The Agency shall use the development methodologies it deems most appropriate (e.g., Agile/Scrum, Waterfall) for the optimal execution of the project, keeping the Client informed about the progress and milestones achieved.

2.2. Client Obligations. The Client undertakes to (a) provide all necessary information and assets in a timely manner, (b) review and approve milestone deliverables within the established deadlines, and (c) make the corresponding payments according to the payment schedule.

2.3. Payment Conditions. Payment for services shall be structured by milestones or stages, as detailed in the Project Agreement. Failure to make a payment may result in the temporary suspension of services and the retention of license rights over the deliverables until full settlement.

3. Intellectual Property (IP) and Licenses

3.1. Assignment of Rights. Once The Provider receives the final total payment, it assigns and transfers to the Client the **full Intellectual Property** and usage rights over the source code and assets created *specifically* for the Client under the Project Agreement.

3.2. Agency Code. The Provider shall retain IP over its internal tools, libraries, frameworks, base game engines, or pre-existing reusable code. The Client receives a **perpetual, non-exclusive, and royalty-free license** to use these elements *only* within the framework of the final delivered product.

4. Confidentiality and Data Use

4.1. Reciprocity. Both parties commit to maintaining strict confidentiality of all business, technical, or financial information ("Confidential Information") shared during the term of the agreement. This obligation shall endure for [e.g., five (5)] years after the completion of the project.

5. Warranties and Limitation of Liability

5.1. Warranty Period. The Agency shall grant a **warranty period** on the delivered code, covering the correction of reported errors (*bugs*) that prevent the product from functioning according to the specifications of the Project Agreement.

5.2. Legal Responsibility. The Client is solely responsible for the legality of the operation of the final product (including compliance with KYC, gaming licenses, Fintech regulations, etc.) in their jurisdictions of operation.

5.3. Financial Limit. The total liability of The Agency shall be limited, in all cases, to the total amount of service fees paid by the Client under the specific Project Agreement that gave rise to the claim.

6. Term, Termination, and Applicable Law

6.1. Term. The agreement shall become effective on the date of the signing of the Project Agreement and shall remain in effect until final delivery and full payment.

6.2. Applicable Law and Jurisdiction. These T&C shall be governed by the laws of the Bolivarian Republic of Venezuela. The parties agree to submit to the exclusive jurisdiction of the courts of the City of **Caracas**.

For any questions regarding these Terms, please contact us at info@apricot-studios.net.