Terms of Use
As of January 2026.
This Master Terms of Service agreement (the “Agreement”) is entered into by and between Foxycom LTD, a company incorporated in Serbia (“Foxycom”), and you, as a customer of Foxycom (“Client”), effective as of the date of any applicable Statement of Work (as defined below) (the “Effective Date”). Foxycom and the Client may each be referred to individually as a “Party” and collectively as the “Parties.”
The Client wishes to retain Foxycom to perform certain services and to develop and deliver related work product, as further described in this Agreement.
This Agreement is intended to operate as a master agreement, enabling the Parties to engage in one or more projects or engagements through the execution of separate Statements of Work (each an “SOW”), without the need to renegotiate the general terms and conditions set forth herein.
Accordingly, in consideration of the mutual promises and other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
“Agreement” means this Master Services Agreement, including all Statements of Work executed under it.
“Services” means the services provided by Foxycom as described in the applicable Statement of Work (“SOW”).
“Work Product” means all deliverables, materials, software, documentation, and other results created or developed by Foxycom in connection with the Services under this Agreement.
“Statement of Work” or “SOW” means a written document executed by both Parties that describes the Services, scope, schedule, deliverables, fees, and reimbursable expenses.
“Foxycom Resources” means personnel, tools, processes, and methodologies utilized by Foxycom in performing the Services.
“Client” means the party receiving the Services and Work Product under this Agreement.
“Fees” means the amounts payable by the Client to Foxycom for the performance and delivery of Services and Work Product, as specified in the applicable SOW.
“Expenses” means reasonable out-of-pocket costs incurred by Foxycom in connection with the performance and delivery of the Services and Work Product, as specified in the applicable SOW.
2. SERVICES AND WORK PRODUCT
2.1. Statements of Work.
This Agreement governs all Services and Work Product, the details of which shall be specified in one or more statements of work or other written documents (each, an “SOW”). Each SOW must expressly refer to and incorporate this Agreement and be duly executed by both Parties. An SOW shall define the scope, schedule, and delivery requirements for the Services and Work Product, as well as the applicable fees and reimbursable expenses payable to Foxycom.
2.2. Change Orders.
If either Party seeks to amend an SOW, that Party shall submit a written change order (each, a “Change Order”) to the other Party, detailing the proposed changes and any resulting adjustments to the fees and expenses payable to Foxycom. The Parties shall make reasonable efforts to promptly and mutually agree upon such Change Order; however, no Change Order shall become effective unless it is formally executed by both Parties.
2.3. Foxycom Resources.
Foxycom shall have discretion to utilize such personnel, tools, processes, and methodologies (collectively, “Foxycom Resources”) as it considers commercially reasonable in performing and delivering the Services and Work Product under this Agreement. Unless otherwise expressly stated in an applicable SOW or reasonably required by the Client, Foxycom may carry out its obligations from any location it deems commercially appropriate.
3. TERM
This Agreement shall begin on the Effective Date and shall remain in effect for the longer of: (i) three (3) years; or (ii) the period during which any SOW remains in effect and has not been fully completed (the “Term”). Either Party may terminate this Agreement earlier in the event of a material breach by the other Party of this Agreement or any applicable SOW, provided that such breach remains uncured for thirty (30) days following written notice.
4. FEES AND EXPENSES
4.1. Fees
The Client shall pay Foxycom all fees (“Fees”) for the performance and delivery of the Services and Work Product as specified in the applicable SOW. Each SOW shall clearly state whether the engagement is based on a fixed-fee model or a time-and-materials basis. If an SOW does not expressly designate a billing model, it shall be deemed a time-and-materials engagement.
Foxycom may revise its hourly rates upon prior written notice to the Client; however, any such rate changes shall not apply to an existing SOW unless the Client provides prior written consent, which may be granted or withheld at the Client’s sole discretion. Where the Parties expressly agree in an SOW to alternative payment arrangements, including but not limited to a retainer, those agreed terms shall govern.
4.2. Expenses
The Client shall reimburse Foxycom for all reasonable out-of-pocket expenses (“Expenses”) incurred in connection with the performance and delivery of the Services and Work Product, as specified in the applicable SOW and in accordance with the Client’s written internal policies and procedures.
4.3. Invoicing
Unless otherwise specified in an applicable SOW, Foxycom shall issue invoices for Fees on or around the first (1st) day of each month, covering all Fees accrued during the immediately preceding month. The Client shall pay each invoice upon receipt.
If the Client disputes any portion of an invoice, the Client shall timely pay the undisputed portion. Any undisputed amounts not paid in accordance with this Section shall accrue interest at the lesser of three percent (3.0%) per month or the maximum rate permitted by applicable law.
4.4. Taxes
The Client shall be responsible for all excise, sales, use, or similar taxes arising from the products, materials, or services provided under this Agreement, which Foxycom may pay and subsequently include on the Client’s invoice. The Client shall not be responsible for any taxes assessed on Foxycom’s net income or on property owned by Foxycom.
5. PROPRIETARY RIGHTS
Until the Client has paid all applicable and undisputed Fees and Expenses specified in any applicable SOW, the Client’s use and ownership of the Work Product shall be limited to a revocable, at-will license. Upon full payment of all such Fees and Expenses, the Work Product shall become the property of the Client and shall be considered “works made for hire” under Serbian copyright law.
To the extent that any Work Product cannot legally be deemed a “work made for hire,” Foxycom hereby assigns to the Client all right, title, and interest in and to such Work Product, including all associated Intellectual Property Rights.
If any Foxycom Background IP is incorporated into the Work Product, Foxycom grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use such Background IP solely for the proper use, operation, and maintenance of the Work Product.
6. CLIENT OBLIGATIONS
6.1. Software License
To the extent relevant to the Services and Work Product, the Client represents, warrants, and agrees, as applicable, that: (i) the Client has, or will have prior to Foxycom’s production or delivery of any Services or Work Product, entered into one or more valid license agreements with the applicable software vendor (collectively, the “Software License”), as required in connection with such Services or Work Product; (ii) the Client will maintain each such Software License in good standing for as long as Foxycom continues to provide the Services and Work Product under this Agreement and any applicable SOW; and (iii) the Client is solely responsible and primarily liable for granting and revoking access to any platform environment provided under such Software License for use by Foxycom Personnel.
6.2. In General
If the Client fails to fulfill any of its obligations, resulting in a need to modify the scope of the Services or causing a delay in their production or delivery, Foxycom shall have the right, at its sole discretion, to: (i) require the Client to execute a Change Order reflecting the necessary modifications to the scope; and/or (ii) reallocate Foxycom Resources to other client engagements.
Such reallocation shall not affect any other rights or obligations of the Parties under this Agreement. In the event of reallocation, Foxycom agrees to redeploy its Resources to resume the production and delivery of the Services and Work Product on a future date (the “Redeployment Date”), which shall be reasonably agreed upon by both Parties, provided that the Redeployment Date is no sooner than two (2) weeks after Foxycom receives written notice from the Client specifying the request to recommence and the agreed Redeployment Date.
7. WARRANTY
Foxycom warrants that: (i) the Services will be performed in a competent and professional manner; and (ii) the Work Product will materially conform, at the time of delivery, to the requirements and specifications explicitly set forth in any applicable SOW (the “Warranty”).
The Client must notify Foxycom in writing of any alleged breach of the Warranty within the earlier of: (A) fifteen (15) days after delivery of the Work Product, or (B) the date the Work Product is modified by the Client or any third party on the Client’s behalf (the “Warranty Period”). If a breach is confirmed, Foxycom shall remedy it at its sole cost and expense.
For clarity, the Client shall bear the cost of any requests made outside the Warranty Period or outside the scope expressly defined in the applicable SOW. Except as set forth in this Section, Foxycom makes no other express or implied warranties regarding the Services, Work Product, Third-Party Materials, or related services, including but not limited to implied warranties of merchantability or fitness for a particular purpose.
8. LIMITATION OF LIABILITY
Neither Party shall be liable for any indirect, special, incidental, punitive, or consequential damages, including, without limitation, lost profits or lost business, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if the Party has been advised of the possibility of such damages.
The total liability of either Party under this Agreement for any claim shall not exceed the total Fees actually paid by the Client to Foxycom under this Agreement during the six (6) months immediately preceding the date on which the claim arose.
9. NON-SOLICITATION
Beginning on the Effective Date and continuing for one (1) year after the termination or expiration of all SOWs under this Agreement, neither Party shall, directly or indirectly, solicit the employees of the other Party for employment. This restriction does not prevent either Party from posting general, public job advertisements that are not specifically directed at the other Party’s employees.
The Parties acknowledge that the restrictions in this Section are reasonable and necessary to protect their respective business interests, are narrowly tailored, fair and reasonable in terms of duration and scope, and do not impose greater limitations than are reasonably required.
10. CONFIDENTIALITY
10.1. Prohibition on disclosure
Each Party agrees to keep the other Party’s Confidential Information strictly confidential and to use it solely as necessary to exercise its rights and fulfill its obligations under this Agreement. Each Party shall protect the other Party’s Confidential Information with at least the same level of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
If either Party is legally required to disclose the other Party’s Confidential Information, it shall, to the extent permitted by law, provide prior notice to the other Party and, at the other Party’s expense, provide reasonable assistance in contesting or limiting the disclosure.
10.2. Covenants
10.2.1. Loss and Disclosure
Each Party shall immediately notify the other Party upon the discovery of any loss or unauthorized disclosure of Confidential Information of the other Party.
10.2.2. Reproduction
Confidential Information may not be copied or reproduced in any form except as permitted under this Agreement. Any copies or reproductions of Confidential Information shall remain the property of the disclosing Party and must include all confidential notices or legends that appear on the original.
10.2.3. Return and Retention
Upon request by a Party, the other Party shall either return or destroy all Confidential Information it has received, at its discretion, without retaining any copies. Notwithstanding the foregoing, a Party may retain a single copy if required by applicable law or its internal compliance policies, provided that such retained copy continues to be subject to the confidentiality obligations of this Agreement.
10.3. Limitation on rights
The disclosure of Confidential Information under this Agreement does not grant the receiving Party any rights or licenses in such information. Neither Party, nor their respective representatives, makes any representation or warranty, express or implied, regarding the accuracy or completeness of the disclosed Confidential Information, and neither Party shall be liable for any errors or omissions in connection with the disclosed information.
10.4. Breach
The Parties acknowledge that any unauthorized disclosure of Confidential Information may cause irreparable harm to the non-disclosing Party. In the event of a breach of this Agreement, the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available from a court of competent jurisdiction.
10.5. Length of obligations
The confidentiality obligations set forth in this Agreement shall remain in effect from the Effective Date until the Confidential Information becomes publicly available through no fault of the receiving Party.
11. REFERENCE RIGHTS
In exchange for the Fees, the Client agrees to participate in reference calls and otherwise serve as a reference for Foxycom in accordance with this Section. The Client acknowledges and agrees that Foxycom may create and publish a case study highlighting the Services provided to the Client in Foxycom’s promotional materials, including but not limited to client lists, brochures, white papers, and digital media.
Additionally, the Parties may issue a mutually agreed-upon press release regarding the Client’s engagement of Foxycom. All such activities shall at all times comply with the confidentiality obligations set forth in Section 10.
Each Party grants the other a non-exclusive, non-transferable, royalty-free license to use its trademarks and logos (subject to the Party’s standard trademark usage guidelines) for inclusion in client/vendor lists, websites, case studies, and similar promotional materials.
12. FORCE MAJEURE
Foxycom shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused, in whole or in part, by events beyond its reasonable control, including, without limitation, Act of God (such as earthquakes, tornadoes, hurricanes, blizzards, floods, or other natural disasters), epidemics, fires, military actions, acts of terrorism, criminal acts by third parties, blockades, embargoes, labor disputes, changes in laws or regulations, executive, administrative, or judicial orders, or failures of electricity, telephone, or internet services.
In the event of any such occurrence, Foxycom’s sole responsibility shall be to take reasonable steps to mitigate delays or damages and to notify the Client of the event as soon as reasonably practicable.
13. MISCELLANEOUS
13.1. Duly Authorized.
Each Party represents and warrants that it has the right and authority to enter into this Agreement.
13.2. Entire Agreement
This Agreement represents the entire and exclusive agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous oral or written proposals, communications, understandings, or agreements between the Parties relating to the same.
13.3. Conflict
In the event of a conflict between the terms and provisions of this Agreement and those in any SOW, the terms and provisions of this Agreement shall prevail.
13.4. Modifications and Waiver
No modification, amendment, or addition to this Agreement or any SOW shall be valid or binding unless made in writing and signed by an authorized representative of each Party. Any waiver of a right or remedy under this Agreement must also be in writing and executed by an authorized representative of each Party. A delay in exercising any right or remedy shall not constitute a waiver, and a waiver on one occasion shall not be interpreted as a waiver of any right or remedy on any future occasion.
13.5. Severability
If any provision of this Agreement is found to be unenforceable or illegal by a court of competent jurisdiction, that provision shall be modified as necessary to make it enforceable, or, if modification is not possible, it shall be severed from the Agreement. All other provisions shall remain in full force and effect.
13.6. Relationship of Parties
This Agreement does not establish a joint venture or partnership between the Parties, and neither Party is authorized, by virtue of this Agreement, to act as an agent, employee, or representative of the other Party.