Terms & Conditions

1. Professional Services & Scope

Value Cloud Services is a Premier Salesforce Summit Partner. We provide enterprise-level digital transformation capabilities, including:

• Salesforce Consulting & Architecture: Strategy, cloud roadmap design, multi-cloud discovery, and org health audits.
• Custom Platform Development: Lightning Web Components (LWC), Apex classes, triggers, and automated Flow architectures.
• OmniStudio & Industry Clouds: Communications Cloud (EPC/CPQ), Financial Services Cloud, and Health Cloud implementations.
• MuleSoft & API Integration: Anypoint platform architecture, legacy ERP/BSS/OSS connectivity, and real-time data sync.
• Data Cloud & Agentforce AI: Data unification, zero-copy architecture, autonomous AI agents, and predictive Einstein models.
• Managed Services & Staff Augmentation: Ongoing admin support, sprint delivery, release management, and certified technical consultants.

Each specific engagement is detailed in a separate Statement of Work (SOW) or Master Services Agreement (MSA) agreed upon by both parties.

2. Client Collaboration & Org Access

To ensure on-time, high-quality delivery, successful projects require active client participation. The client agrees to:

• Assign a dedicated project lead or product owner for timely feedback and sprint milestone approvals.
• Provide access to appropriate Salesforce sandbox environments, scratch orgs, or test data.
• Perform User Acceptance Testing (UAT) and provide consolidated feedback in a timely manner.
• Maintain independent backups of production Salesforce data prior to deployments.

3. Commercial Terms & Invoicing

Unless otherwise specified in your Statement of Work:

• Payment Terms: Invoices are issued based on agreed milestones or time-and-materials timesheets, with payment due within Net 30 days of invoice date.
• Currency & Taxes: All rates are quoted in US Dollars (USD) unless otherwise agreed in writing, exclusive of applicable taxes.
• Approved Expenses: Any pre-approved, client-requested travel or lodging is billed at actual cost with supporting receipts.

4. Intellectual Property & Code Ownership

We believe in transparent, client-first intellectual property ownership:

• Client Deliverables (100% Ownership): Upon full payment of applicable project fees, all custom code, LWC components, Apex classes, flows, and documentation created specifically for your organization belong entirely to you.
• Pre-existing Tools & Accelerators: VCS retains ownership of our proprietary tools, frameworks, and reusable code libraries developed prior to or independently of the engagement. We grant you a perpetual, royalty-free license to use these embedded tools within your Salesforce environment.
• Salesforce Platform Software: Salesforce platform licenses, AppExchange products, and third-party software remain governed by their respective vendor license agreements.

5. Confidentiality & Mutual Non-Disclosure

Both VCS and the client agree to protect each other's confidential information with the utmost care:

• All technical designs, business processes, customer data, pricing, and project details are treated as confidential.
• Neither party will disclose confidential information to any third party without prior written consent, except to certified team members who need to know to deliver the project.
• Confidentiality obligations remain in effect during the project and continue for five (5) years following project completion.

6. 30-Day Defect Remediation Warranty

We stand behind the quality of our engineering:

• VCS provides a 30-day post-deployment warranty on all custom deliverables.
• If any reproducible bug or defect in code authored by VCS is identified within 30 days of production go-live, we will investigate and fix it promptly at no additional charge.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for indirect, special, incidental, or consequential damages (such as lost profits or business interruption).
• Each party's total aggregate liability arising out of an engagement is capped at the total amount paid by the client under the applicable Statement of Work in the 12 months preceding the claim.

8. Term, Termination & Offboarding

Either party may terminate an engagement for convenience by providing thirty (30) days' advance written notice, or immediately in the event of an uncured material breach. Upon termination, VCS will hand over all completed deliverables and code repositories upon settlement of undisputed invoices.

9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States. The parties agree to first attempt to resolve any dispute in good faith through executive discussions before proceeding to binding arbitration in Dallas County, Texas.

10. Contact Information

If you have any questions about these Terms & Conditions or wish to request a custom Master Services Agreement, please reach out to us: