Purchase
Conditions

The following General Conditions of Purchase ("Purchase Conditions") explicitly govern the financial and commercial execution of all engineering contracts, Service Level Agreements (SLAs), and architectural retainers provided by DIGITAL PROTOTYPE LTD ("Agency").

We operate strictly within the Business-to-Business (B2B) enterprise sector. By executing a Master Services Agreement (MSA) or remitting payment for our services, the Client mathematically confirms they are purchasing these services for corporate, commercial, or institutional use, and absolutely waives any consumer protection rights applicable to retail transactions.

We do not engage in speculative billing. All financial commitments are based on deterministic engineering scopes:

• Validity: All architectural proposals, commercial quotes, and SLA pricing matrices are valid for exactly 14 calendar days from the date of issuance, after which the Agency reserves the right to recalculate infrastructure and resource costs.
• Diagnostic Prerequisites: Complex legacy migrations and bespoke logic engineering require a paid Diagnostic Audit prior to the issuance of a fixed-price quotation. The cost of this audit is non-refundable but may be credited toward the final project mobilization fee at the Agency's discretion.

To maintain high-availability infrastructure and allocate elite engineering talent, we enforce strict capital requirements:

• SLA Retainers: Monthly SLA retainers (e.g., Active Orchestration, Enterprise SLA) are invoiced automatically on the 1st of each month. Payment is due strictly Net 14 days from the invoice date.
• Milestone Billing: Bespoke custom development is billed incrementally. A 30% mobilization fee is mandatory before any code is committed. Subsequent invoices are triggered deterministically upon the completion of pre-defined technical milestones (e.g., API Gateway Integration, Data Lake Synchronization).
• Accepted Currencies: Unless otherwise specified in the MSA, all financial settlements must be executed in Euros (€) via secure SEPA bank transfer or authorized cryptographic payment gateways. The Client absorbs all cross-border transaction fees.

The Agency monitors accounts receivable with automated precision. In the event of a payment default exceeding the Net 14 or Net 30 terms specified in your MSA:

1. We reserve the right to apply statutory late payment interest as governed by Austrian commercial law (UGB), calculated daily.
2. If an invoice remains unsettled 7 days post-due date, the Agency will systematically suspend all proactive engineering, CI/CD pipeline deployments, and active SLA incident response until the account is fully reconciled. The Agency assumes zero liability for infrastructure degradation occurring during a payment-induced suspension.

All baseline quotations and SLA tier prices are presented exclusive of Value Added Tax (VAT) and any applicable local withholding taxes.

European Union Clients: If you are a VAT-registered enterprise within the EU (excluding Austria), services are supplied under the B2B Reverse Charge Mechanism (Article 196 of the EU VAT Directive). The Client is legally responsible for accounting for the VAT in their respective member state. A valid European VAT Identification Number must be provided during onboarding.

International Clients: Clients located outside the EU are responsible for all applicable local sales taxes, digital service taxes, and withholding taxes. If local law requires the Client to withhold tax from the payment, the invoice total will be grossed-up so that the Agency receives the net deterministic amount originally quoted.

We replace subjective client approval with deterministic mathematical acceptance. A bespoke software milestone is deemed "Accepted" and immediately billable when the deliverable passes the automated regression testing suites and shadow deployment parity checks explicitly defined in the initial blueprint.

If the Client fails to report a verifiable, documented architectural defect within 7 calendar days of milestone delivery, the code is legally considered accepted and the corresponding invoice becomes unconditionally payable.

The Agency reserves the right to modify these Purchase Conditions. Active projects and SLA retainers will continue under the conditions present at the time of contract execution until their next renewal cycle.

Last Compiled and Verified: October 2024 (Version 2.1.0)