Master Services Agreement / Client Service Terms

Agreement Structure

Client work may be governed by a statement of work, proposal or quote, invoice or payment link, these Client Service Terms, Payment & Refund Terms, Support & Expansion Terms, AI & Data Processing Policy, Privacy Policy, and any project-specific addendum, regulated-data addendum, confidentiality agreement, or AI consent record.

For paid work, Clearstep may record acceptance details such as client name, company, email, terms version, statement of work version, timestamp, payment reference, accepted terms checkbox, AI consent state, and sensitive-data authorization. IP address or similar technical records may also be stored if available through the relevant system.

If documents conflict, the signed statement of work or project-specific written agreement controls for that project, followed by these Client Service Terms, then the other policies.

Services and Written Scope

Clearstep may provide project inquiry review, fit review, scoping, AI + Systems Audit, Clear Scope and Build Plan, custom software development, dashboards, databases, client portals, workflow automation, integrations, AI-assisted workflow tools, documentation, support, managed system expansion, consulting, and related services.

Specific deliverables, timeline, fees, exclusions, dependencies, and acceptance criteria must be defined in a statement of work, proposal, invoice, or other written scope. Clearstep is not required to begin work until the applicable scope, deposit, invoice, payment authorization, or written approval is completed.

Client Responsibilities

Delays caused by the client, third-party vendors, missing access, incomplete information, or late feedback may affect timelines, pricing, and delivery.

• Provide accurate, complete, and timely information.
• Identify decision-makers and points of contact.
• Review deliverables, business rules, workflows, content, pricing logic, compliance needs, and launch readiness.
• Provide access to third-party tools and systems when needed.
• Maintain ownership and control of client accounts unless otherwise agreed.
• Ensure the client has the right to provide all data, files, credentials, and materials to Clearstep.
• Identify regulated, confidential, or sensitive information before providing it.
• Obtain required customer, employee, vendor, or user consents.
• Make timely payments and use delivered systems lawfully and responsibly.

Access to Client Systems

If the client gives Clearstep access to client tools, accounts, files, software, cloud services, CRMs, payment platforms, AI tools, or other systems, the client authorizes Clearstep to use that access solely to provide services. The client should provide the minimum access needed and should not share unnecessary passwords or credentials.

The client remains responsible for client-owned accounts, subscriptions, licenses, credentials, data, and third-party terms.

Scope and Change Requests

Clearstep will perform the services described in the applicable written scope. Anything outside that scope is out of scope unless approved in writing.

Change requests may include new features, additional workflows, new integrations, revised business logic, new users or roles, additional pages, new data imports, additional AI use, changes caused by third-party tools, additional support, rework caused by inaccurate client information, and revisions beyond included rounds.

Change requests may be approved by written proposal, email, portal approval, invoice, payment, or another written method accepted by Clearstep.

Fees, Payment, and Refunds

Fees, deposits, milestones, retainers, hourly rates, support plans, and payment timing will be stated in the written scope, proposal, invoice, or payment terms.

Unless otherwise stated in writing, deposits are due before work begins; fees for audits, scoping, planning, consulting, and completed work are non-refundable to the maximum extent permitted by law; invoices must be paid by the due date; and Clearstep may pause work, withhold deliverables, suspend access, or terminate services for nonpayment.

The client is responsible for taxes, third-party fees, subscriptions, licenses, payment processing fees, chargeback fees, and costs not included in the written scope. See the Payment & Refund Terms for more detail.

Acceptance, Bugs, and Changes

Unless the written scope says otherwise, deliverables are considered accepted when the client approves them in writing, pays the related invoice or milestone, uses the deliverable in business operations, launches or relies on it, or does not provide specific written rejection details within 7 calendar days after delivery.

A rejection must identify specific material nonconformities with the written scope. General dissatisfaction, new preferences, changed business direction, missing information from the client, or requests for new features are not nonconformities unless the written scope requires them.

A bug is a reproducible failure of a delivered feature to work materially as described in the written scope under normal conditions. A change is a new feature, new workflow, revised requirement, design preference, business logic update, new integration, third-party change, data cleanup, or request not included in the written scope. Changes are billable unless expressly included.

Ownership and Retained Rights

After full payment, the client owns the final custom code and custom deliverables created specifically for the client under the written scope, except for Clearstep Materials, third-party materials, open-source software, and items otherwise stated in the written scope.

Clearstep retains ownership of its pre-existing materials, reusable templates, frameworks, components, libraries, snippets, internal tools, methods, know-how, processes, generalized ideas, system patterns, automations, documentation structures, prompts, workflows, and lessons learned.

To the extent Clearstep Materials are included in a client deliverable, Clearstep grants the client a non-exclusive, perpetual license to use those materials as part of the delivered system for the client's internal business purposes after full payment, unless the written scope says otherwise.

Third-Party Materials and AI-Assisted Work

Deliverables may include or connect to third-party services, APIs, platforms, libraries, open-source software, AI providers, payment processors, hosting providers, form providers, email providers, analytics tools, and other vendors. The client is responsible for third-party accounts, fees, licenses, terms, and availability unless the written scope says otherwise.

Clearstep is not responsible for third-party outages, pricing changes, API changes, vendor policy changes, account suspensions, data loss, security incidents, or discontinued services outside Clearstep's control.

The client acknowledges that Clearstep may use AI tools to assist with project work. Clearstep will not intentionally submit sensitive client data to AI providers without client consent unless the data has been reasonably redacted or sanitized. The AI & Data Processing Policy applies to AI-assisted work.

Regulated Data and Confidentiality

Clearstep does not accept regulated, highly sensitive, healthcare/PHI, legal case, tax, payroll, financial-account, government-ID, or child/minor data unless Clearstep has specifically agreed in writing through a project-specific scope and any required addendum.

The client must not provide healthcare/PHI, legal case files, financial account data, tax records, payroll records, child or minor information, government IDs, passwords, payment card numbers, or other highly sensitive information unless Clearstep has specifically requested it and the parties have agreed in writing to the appropriate scope and safeguards.

Clearstep does not agree to act as a HIPAA business associate, legal services provider, tax adviser, accounting firm, financial adviser, payroll processor, insurer, or regulated compliance provider unless a separate written agreement expressly says so.

Each party may receive confidential or proprietary information from the other. The receiving party will use the disclosing party's confidential information only to perform or receive services, will protect it using reasonable care, and will share it only with personnel, contractors, advisers, or vendors who need access and are subject to confidentiality obligations.

Subcontractors and Publicity

Clearstep may use employees, contractors, subcontractors, specialists, or service providers to help provide services. Clearstep is responsible for their work under these terms and will require confidentiality obligations appropriate to their role.

Clearstep will not publicly use the client's name, logo, screenshots, confidential metrics, or identifiable case study without the client's written permission. Clearstep may describe generalized, anonymized, non-confidential project types, lessons, or patterns unless the written scope says otherwise.

Warranties, Disclaimers, and Liability

Clearstep will perform services in a professional manner consistent with the scope and fees agreed in the written scope. Except as expressly stated in the written scope, deliverables and services are provided as is and as available to the maximum extent permitted by law.

Clearstep disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, security perfection, AI accuracy, business outcome, revenue improvement, cost savings, or compatibility with every third-party system.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages. Clearstep's total liability arising out of or related to a project, statement of work, support plan, or services will not exceed the fees paid by the client to Clearstep for the affected services during the 3 months before the event giving rise to the claim, unless a different cap is required by law or stated in the written scope.

Indemnification, Termination, and Handoff

The client will defend, indemnify, and hold harmless Clearstep from claims, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, arising from client-provided data, materials, instructions, business rules, legal violations, third-party rights issues, business operations, regulated or unauthorized use, failure to obtain required consents, or misuse of third-party services, AI tools, payment systems, or delivered systems.

Either party may terminate a statement of work if the other party materially breaches and fails to cure within 10 business days after written notice, unless the breach cannot be cured. Clearstep may suspend or terminate services immediately for nonpayment, security risk, unlawful use, unauthorized data submission, abusive conduct, or legal/regulatory risk.

Upon termination, the client remains responsible for all fees for work performed, time reserved, approved expenses, non-cancellable commitments, and completed or partially completed deliverables through the termination date. Upon reasonable request and after payment of all outstanding amounts, Clearstep may provide available project files, code, documentation, or handoff materials according to the written scope. Handoff work may be billable unless expressly included.

Force Majeure, Law, Notices, and Changes

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, labor disputes, internet failures, hosting failures, cyberattacks, vendor outages, government action, power failures, or widespread technical disruptions.

These terms are governed by California law, without regard to conflict-of-law rules. The parties will first attempt to resolve disputes informally for 30 days after written notice. Either party may bring qualifying claims in small claims court. Clearstep may bring collection actions for unpaid invoices, seek injunctive relief for confidentiality, security, or intellectual-property misuse, or pursue emergency equitable relief in court. For claims that must be filed in court, venue will be in Placer County or Sacramento County, California, unless applicable law requires otherwise.

Notices to Clearstep must be sent to legal@clearstepsystems.com unless another notice address is stated in the written scope. Notices to the client may be sent to the email address listed in the statement of work, proposal, invoice, portal, or project communications.

These terms, together with the applicable written scope, payment terms, AI/data policy, support terms, and written addenda, are the entire agreement for the applicable services. Clearstep may update these standard terms from time to time. Updates apply to new scopes and future services unless otherwise agreed.