Engagement terms

1. Introduction

These Terms of Service ("Agreement") govern all professional engagements between Singularity Solutions and Services LLC ("Company", "we", "our") and any individual or organization receiving services ("Client"). The Company is a single-member Wisconsin LLC operated by Matthew Harrison Brossard, providing independent software development, automation, and technology consulting services from a home-based office.

By requesting services, signing a Statement of Work (SOW), or using any deliverables produced by the Company, the Client agrees to be bound by this Agreement.

2. Company Information

• Legal Entity: Singularity Solutions and Services LLC
• Entity ID (WI DFI): S165572
• Principal Office: 206 S River St, Waterford, WI 53185
• Registered Agent / Sole Member: Matthew Harrison Brossard
• Email: matt.brossard323@gmail.com

3. Scope of Services

The Company provides specialized independent consulting and development services, including:

• Custom software development
• Script automation and workflow optimization
• Technical architecture and systems design
• Technology management consulting
• Integration support for applications, APIs, and automation pipelines

Specific deliverables, timelines, and fees are defined in individual Statements of Work (SOWs) or written service agreements.

4. Engagement Structure

All work is performed directly by the Sole Member unless otherwise stated. The Company may, at its discretion, utilize subcontractors or third-party tools when necessary, but remains responsible for the quality and delivery of contracted services.

5. Fees, Billing, and Payment Terms

• Standard payment terms are Net 30 days from the invoice date.
• Late payments may incur a 1.5% monthly finance charge (or the maximum allowed by Wisconsin law).
• Work may be paused if invoices remain unpaid beyond 30 days.
• Clients are responsible for any additional costs explicitly approved in writing (e.g., hosting fees, third-party API charges, licensed software).

6. Intellectual Property Rights

Pre-Existing Materials

The Company retains full ownership of all pre-existing tools, scripts, libraries, frameworks, and methodologies used during an engagement.

Custom Deliverables

Upon full payment:

• The Client receives a non-exclusive, non-transferable license to use custom software or deliverables created specifically for their project.
• The Company retains ownership of all underlying source code unless a separate written agreement grants the Client additional rights.

Open-Source Components

Any open-source software used in a project remains subject to its respective license.

7. Confidentiality

Both parties agree to protect all confidential or proprietary information shared during an engagement. Confidential information may not be disclosed to third parties without written consent, except when required by law.

8. Limitations of Liability

To the fullest extent permitted by Wisconsin law:

• All services are provided "as-is" without warranties.
• The Company’s total liability for any claim is limited to the total fees paid by the Client in the 3 months preceding the event.
• The Company is not liable for indirect, incidental, special, or consequential damages.

9. Governing Law & Venue

This Agreement is governed by the laws of the State of Wisconsin. Any disputes shall be resolved exclusively in the state or federal courts serving Racine County, Wisconsin.

10. Termination

Either party may terminate an engagement with written notice. The Client must pay for all completed work and outstanding invoices up to the termination date.

11. Amendments

The Company may update these Terms of Service periodically. The most current version will always be provided upon request or included with new SOWs.

12. Contact Information

For questions or official notices regarding this Agreement: