Schedule C: Software & eCommerce Development

1. Scope of Work

Development services include: design, build, and deployment of custom web apps, eCommerce platforms (e.g. Shopify, Solidus), APIs, integrations, admin systems, and backend automation.

2. Project Specification

All projects are defined by a technical brief, proposal, or Statement of Work. Changes to the brief may affect cost and timelines and require written approval.

3. Development Methodology

Work is typically delivered iteratively using agile or milestone-based methods. Client feedback cycles are required for progress.

4. Acceptance & Testing

The client is responsible for testing functionality prior to launch. Written sign-off is required. If the client waives testing, all responsibility for post-launch issues is transferred to them.

5. Intellectual Property

Unless otherwise agreed in writing, Keferboeck Ltd. retains full ownership of all intellectual property, including but not limited to code, systems, tooling, data models, infrastructure setups, and custom automations, until full payment has been received for the associated services.

Reuse of Keferboeck Ltd.’s proprietary libraries, internal frameworks, deployment processes, or automation tools across multiple projects is permitted at the company’s sole discretion, unless exclusive rights have been explicitly purchased by the Client.

For Shopify-based development work, all front-end code and design elements that have been paid for in full shall become the intellectual property of the Client immediately upon payment. Shopify’s platform and hosting infrastructure remain subject to Shopify’s own terms of service and are not covered by this clause.

5.1 Commission-Based Development & Ownership Transfer

In commission-based engagements involving the development of a custom eCommerce store or SaaS application (excluding Shopify), Keferboeck Ltd. retains ownership of all intellectual property until the following conditions are met:

• The engagement has lasted for a minimum of eight (8) consecutive months, and
• All agreed base rate fees and accrued commission payments have been paid in full.

Upon satisfying both conditions, Keferboeck Ltd. shall, upon written request from the Client, transfer full ownership of the developed platform, including source code, documentation (where applicable), and relevant credentials, to the Client.

5.2 Early Termination Buyout

If the Client cancels the agreement before the 8-month threshold and wishes to retain the platform, the Client must purchase the intellectual property. The buyout amount shall consist of:

• All unpaid base rate fees for the remainder of the 8-month minimum period;
• The forecasted commission for that period, based on the average performance of the most recent three (3) months, or the full projection if less than three months of data exists;
• A surcharge of 10% to account for early termination, lost growth potential, and opportunity cost.

No ownership will transfer until the full buyout amount is paid. Keferboeck Ltd. reserves the right to restrict all access and suspend services or code handover until such payment has been received.

6. Hosting & Deployment

Hosting is not included unless explicitly stated. Where hosting is provided, it is governed by the Hosting & Infrastructure Schedule. Deployment pipelines and access credentials must be approved in writing.

7. Third-Party Tools

Any third-party libraries, plugins, or services used are subject to their own licenses. Clients are responsible for recurring fees unless otherwise agreed.

8. Post-Launch Maintenance

Maintenance, updates, bug fixes, or feature additions are not included unless part of a separate agreement. Additional work will be quoted separately.

9. Warranties & Liability

Keferboeck Ltd does not warrant software beyond delivery and testing. Liability is limited to the amount paid for development work in the last 6 months.

10. Termination

Either party may terminate the agreement with 14 days' notice. All completed milestones or hours worked are due in full. Code ownership remains with Keferboeck Ltd until final payment is received.