These terms are the agreement between your firm and Owner's CTO. They have two parts: this Order Form, and the Common Paper Professional Services Agreement Standard Terms Version 1.1 (the "Standard Terms"), which this Order Form incorporates by reference. This Order Form is the Cover Page under the Standard Terms, and it holds both the Key Terms and the single statement of work ("SOW") that applies to your firm's subscription.
You accept these terms by ticking the terms box at checkout and paying for a plan. That acceptance is your electronic signature on this Cover Page. Where this Order Form differs from the Standard Terms, this Order Form controls to the extent of the conflict.
"You" and "Customer" mean the firm named at checkout; "Owner's CTO" and "Provider" mean ML LABS LLC. Other capitalized words are defined in the Standard Terms.
1. Parties
| Provider | Customer | |
|---|---|---|
| Legal name | ML LABS LLC, a Wyoming limited liability company | The company name you enter at checkout |
| Notice Address | [email protected] | The email address you enter at checkout |
| Signature | Electronic acceptance of this Order Form | Electronic acceptance at checkout |
2. Key Terms
| Key Term | Value |
|---|---|
| Effective Date | The date you complete checkout |
| Governing Law | The laws of the US state where your principal place of business is located, as you enter it at checkout |
| Chosen Courts | The state and federal courts of that same state |
| General Cap Amount | The Fees you paid to Provider in the 3 months before the event giving rise to the claim |
| Increased Claims | None |
| Increased Cap Amount | Not applicable |
| Unlimited Claims | A party's gross negligence, fraud or willful misconduct |
| Provider Covered Claims | None |
| Customer Covered Claims | None |
| Additional Warranties | None, beyond section 4 of this Order Form |
| Insurance Minimums | None |
| DPA | None; regulated data is excluded under section 3.3 |
| Customer Policies | None |
| Security Policy | None; the access rules in section 4.4 apply instead |
| Publicity Rights | As in the Standard Terms: neither party announces this agreement publicly without the other's written approval |
3. Statement of Work
3.1 Services
Owner's CTO is a monthly subscription to a hands-on CTO service for owner-led professional firms of 10 to 50 staff. A senior engineer designs, builds and monitors the technology work your firm needs, and works with you directly and in writing. Advice, such as vendor choices, quote reviews and build plans, is part of the Services and is included in your plan.
You send work as requests. One request is one outcome, with one named approver from your firm, sized at up to about one day of work. A larger job, such as a new website, is split into a series of smaller requests, and you review and approve each one of them in turn.
| Standard | Priority | |
|---|---|---|
| Fee | $3,000 a month | $6,000 a month |
| Active requests | 1 at a time | 2 at a time |
| Requests waiting in your list | No limit | No limit |
| First reply | Within 2 business days | Within 1 business day |
| Written review of your systems | On request, as a request | Monthly, sent without being asked |
| Technology roadmap | On request, as a request | Quarterly |
| Introductory call | 1, optional, at the start | 1, optional, at the start |
| Weekly call | None | 1 optional 30-minute call a week |
- A "business day" is Monday to Friday, 09:00 to 18:00 US Central Time, excluding US federal holidays.
- A first reply is a written response to a request, not its completion. Completion time depends on the size of the request and on your approvals.
- A request waiting on you, for an approval, access or information, releases its active slot until you respond.
- Priority's weekly call is optional and booked by you. An unused week does not carry over.
- All other communication is in writing, through your private workspace or by email. Calls beyond those in the table are not part of the Services.
3.2 In Scope
- Your website: built or rebuilt on your own domain.
- Workflows and automations: enquiries, bookings, invoices and follow-ups.
- Integrations between the tools you already use: CRM, accounting, calendar and forms.
- Email, domain and accounts: Google Workspace or Microsoft 365, DNS, cloud and SaaS accounts.
- Configuration in your systems, such as advertising, analytics and links between tools.
- Small internal tools for one job, dashboards and simple reports.
- Monitoring of what was built: each platform's own failure alerts and scheduled checks, sent to you and your engineer.
- Advice, when a decision comes first: vendor choices, quote reviews, build plans and hiring a developer.
3.3 Out Of Scope
The following are not part of the Services:
- Custom software products, platforms with many users, and data or AI systems.
- Work that needs an engineering team rather than one engineer.
- Regulated data: health information, payment card data, and the legal or tax files of your own clients. You will not give Provider access to systems or data of this kind.
- Changes to payment systems, on-call incident response, devices and hardware, and on-site visits.
- Calls beyond those included in your plan.
Provider may decline a request that falls outside the scope, and may suggest a different service for it. Declining such a request is not a breach of this agreement.
3.4 Monitoring And Failures
Provider sets up checks and alerts on the work it builds. A failure becomes a request in your workspace and is fixed during business hours, ahead of new work. The Services include no on-call response, no uptime commitment and no service level of any kind beyond the first-reply times for your plan that are set out in section 3.1 of this Order Form.
3.5 Deliverables
Deliverables are the configurations, code, documents and other work product Provider creates for you under a request. Section 1.4 (Acceptance) of the Standard Terms does not apply; your written approval of each change under section 4.3 replaces it.
- Time of Assignment: when the Fees for the month in which the Deliverable was created are paid.
- Third-Party Materials: may be incorporated. You procure, own and pay for the third-party services your systems use, such as software subscriptions, hosting, domains and advertising, in your own name.
3.6 Fees And Payment
- Fees: the monthly fee of your plan in section 3.1, in U.S. dollars, exclusive of taxes.
- Payment Period and Invoice Period: monthly, in advance. Fees are charged by Stripe to your payment method at the start of each paid month, and Stripe's receipt is the invoice.
- If a payment fails, work pauses until it succeeds.
- Fixed price: each plan's fee is the amount in section 3.1, and your monthly fee stays the same for as long as your subscription remains active, including while it is paused.
- Plan changes: an upgrade or a downgrade takes effect at the start of your next paid month.
3.7 Fit Refund
Owner's CTO serves owner-led professional firms of 10 to 50 staff with work inside the scope in section 3.2. If your firm does not fit, Provider will tell you so in writing before any work starts. You may then choose a full refund of your first payment, in which case the subscription ends at once, and no further charge of any kind applies to your firm.
3.8 SOW Date, Term, Pause And Cancellation
- SOW Date: the Effective Date.
- SOW Term: one month from the SOW Date, renewing automatically each month until you cancel.
- Cancel: any time, through Stripe's billing portal or by email to the Notice Address. Cancellation takes effect at the end of the month you have paid for. No partial-month refund applies, except under section 5.3(e) of the Standard Terms.
- Pause: any time, by email to the Notice Address, for up to 60 days. A pause starts at the end of the month you have paid for. No Fees are charged and no work is done during a pause; your active slots are released.
- Provider may end your subscription at the end of any paid month by giving you at least 30 days' written notice.
On exit, Provider delivers a written handover of open work and an export of your materials, and it completes the access removal set out in section 4.4 of this Order Form.
3.9 Customer Obligations
- Name, in writing, the people at your firm who may approve changes ("Approvers").
- Grant access as set out in section 4.4, with the least role the work needs.
- Confirm that a current backup exists before Provider changes a production system.
- Set and own the budgets of your accounts, including advertising and cloud spend.
- Keep regulated data out of the Services, as set out in section 3.3.
4. Changes To The Standard Terms
These changes apply to the Agreement and to the SOW in section 3.
4.1 Independent Contractor And The Name "CTO"
"CTO" is the name of the Services, not a title or role.
Provider and every person serving you act as independent contractors under section 12.9 of the Standard Terms. No one serving you becomes your officer, director or employee, or has any authority to bind your firm, to sign for it, or to make any decision on its behalf.
4.2 Subcontractors And Your Engineer
By accepting this Order Form, you give the prior permission required by section 1.5 of the Standard Terms for Provider to use independent contractors engaged by ML LABS LLC to perform the Services. Each is bound by confidentiality and access obligations at least as protective as this Agreement, and Provider remains responsible for them under section 1.5. Before any work starts, Provider names the senior engineer it assigns to you.
Provider may use software tools, including AI services, to prepare its work, under confidentiality terms at least as protective as section 11 of the Standard Terms. These tools are never given your passwords, and never given access to your systems.
4.3 Written Approval Of Every Change
Provider makes no change in your systems without the prior written approval of an Approver, given in your workspace or by email. Each approval covers the change described in it and nothing else. A change to spending, such as an advertising budget, a bid or a paid plan, always needs its own separate written approval from one of your Approvers.
Provider acts on the approval as given and is not responsible for the result of a change made as approved. Advice and recommendations are offered for your decision; you decide whether and how to act on them, and Provider does not promise or guarantee any business result, such as revenue, new leads, search rankings, sales growth or cost savings.
4.4 Access Rules
- Provider never asks for your passwords by email, chat, form or call.
- Access is delegated: a role on the engineer's own login, or a scoped token or key you create with an expiry date. A stored password is used only where a platform offers neither, and only with your agreement.
- You grant the least role the work needs, and you may revoke any grant at any time.
- If you grant more access than was requested, the extra access is your responsibility.
- When a request closes, Provider sends a checklist to remove or rotate each grant, and removes its own access within 14 days unless you ask, in writing, to keep a grant for later work.
4.5 Limitation Of Liability
Section 8 of the Standard Terms applies with the General Cap Amount in section 2.
In addition to the damages listed in section 8.2 of the Standard Terms, neither party is liable to the other for lost profits or revenue, advertising or other spend, lost or corrupted data, or business interruption. These limits do not apply to the Unlimited Claims in section 2, or to your obligation to pay the Fees that are due to Provider under this Agreement.
4.6 Fees And Termination
Section 4.1 of the Standard Terms applies with the fit refund in section 3.7 added as an exception. Section 5.2(c) of the Standard Terms does not limit the cancellation, the pause or the ending of your subscription under section 3.8 of this Order Form in any way.
5. About These Terms
The Standard Terms are published at commonpaper.com under the Creative Commons Attribution 4.0 license. Questions about these terms go to [email protected].