Legal Documentation ยท Updated November 2026

Terms & Conditions

These Terms and Conditions govern your engagement with Vancroft for software engineering, system architecture, and production AI sprints.

01 Acceptance of Terms

By accessing this website (vancroft.co), scheduling a diagnostic consultation, or entering into an agreement, statement of work (SOW), or sprint engagement with Vancroft ("Vancroft," "we," "us," or "our"), you ("Client," "you," or "your") agree to be legally bound by these Terms and Conditions.

If you are entering into these terms on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you possess the authority to bind such entity to these provisions.

02 Services & Sprint Structure

Vancroft provides custom software engineering, cloud architecture, system hardening, and AI orchestration services, including but not limited to:

  • AI-Product Sprints: Focused 30-to-60 day production hardening sprints converting functional prototypes into scalable, enterprise-ready systems.
  • Architectural Diagnostics: Deep-dive infrastructure audits, latency benchmarks, failure-mode analysis, and technical roadmapping.
  • Production Orchestration: Resilient retrieval pipelines, multi-agent frameworks, fine-tuning setups, evaluation harnesses, and vector database deployments.

Specific deliverables, sprint timelines, acceptance milestones, and fees are defined in individual Statements of Work executed between Vancroft and the Client.

03 Intellectual Property & Ownership

Client Deliverables: Upon full and final receipt of payment for the corresponding engagement or sprint milestone, all custom code, architectural diagrams, schemas, and bespoke application logic developed specifically for the Client shall become the sole and exclusive property of the Client.

Vancroft Pre-Existing Assets: Vancroft retains all right, title, and interest in and to its pre-existing foundational code, reusable developer primitives, scaffolding scripts, deployment patterns, and proprietary frameworks ("Background Technology"). To the extent Background Technology is embedded within Client Deliverables, Vancroft grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, maintain, and execute such Background Technology solely as part of the Deliverables.

04 Confidentiality & Non-Disclosure

Zero Public AI Model Training: Vancroft guarantees that your proprietary source code, operational documents, user data, and trade secrets will never be used to train, fine-tune, or calibrate public AI models or external machine learning systems.

Both parties agree to hold all non-public information, technical specifications, codebase access, and business strategies in strict confidence. Neither party shall disclose Confidential Information to any third party without prior written authorization, exercising at least the same degree of care it employs to protect its own sensitive proprietary assets.

05 Client Responsibilities & Dependencies

To maintain project timelines and sprint velocity, the Client agrees to:

  • Provide timely access to necessary repositories, cloud infrastructure, third-party API credentials, and technical documentation.
  • Supply sanitized sample datasets or sandboxed testing environments conforming to mutual security protocols.
  • Designate a primary technical or product stakeholder with authority to approve architectural milestones within agreed timeframes.

06 Third-Party Infrastructure & Foundation Models

Client engagements may utilize third-party cloud infrastructure (e.g., AWS, GCP, Azure, Cloudflare) and foundational model APIs (e.g., Anthropic, OpenAI, Pinecone, Cohere). The Client acknowledges that:

  • All third-party infrastructure usage fees, cloud compute charges, and model token costs are billed directly to the Client's accounts unless explicitly bundled in writing.
  • Vancroft is not liable for disruptions, rate limits, latency spikes, or terms changes imposed by upstream foundation model providers or cloud vendors.

07 Warranties & Disclaimers

Vancroft warrants that all services will be executed in a professional, workmanlike manner in accordance with high software engineering standards.

Due to the probabilistic and non-deterministic nature of large language models and generative AI systems, Vancroft does not warrant that AI model outputs will be error-free or free from hallucination in every edge scenario. We architect robust deterministic guardrails, fallbacks, and evaluation harnesses to minimize failures to enterprise acceptable thresholds.

08 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Vancroft, its founder, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data loss, business interruption, or procurement of substitute services.

Vancroft's total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the Client to Vancroft under the applicable Statement of Work during the three (3) months preceding the event giving rise to liability.

09 Termination & Governing Law

Either party may terminate an engagement for cause upon written notice if the other party breaches any material term and fails to cure such breach within fourteen (14) calendar days.

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the jurisdiction where Vancroft operates, without regard to conflict of law principles.

10 Contact Information

If you have questions regarding these Terms & Conditions or wish to discuss an enterprise Master Services Agreement (MSA), please reach out to us: