Software Development Services Agreement — Phase 01
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1. Parties and effective date
Service Provider: Darlan dos Santos, an individual based in Brazil trading as Sancorp (the Provider). Sancorp is a trading name in this agreement, not a representation that a separate legal entity exists. Correspondence and formal notices: contato@sancorp.com. The Provider’s tax identifier is disclosed only in the recipient-restricted contract view and acceptance copy.
Client: the individual or legal entity identified in the acceptance form, represented by Daniel where applicable, responsible for Footstar / FootStars at https://foot-star-rate.base44.app. The Client’s legal name, contracting capacity, address, notice email and any relevant entity registration/representative authority form part of this agreement when accepted.
This agreement takes effect when the identified Client expressly accepts this version through the verified electronic process in section 14. Acceptance approves the Phase 01 scope framework below; implementation begins only after the post-audit written development checklist is approved, authorized access is provided and the deposit is received. Each party acts independently; this agreement creates no employment, partnership, agency or authority to bind the other. Business days are Monday–Friday excluding public holidays at the party required to act; delivery/review dates will account for the Brazil–Australia time difference.
2. Purpose, scope and deliverables
Sancorp will audit and improve the Client’s existing Base44 application for a defined first development milestone (Phase 01). Schedule A establishes the scope framework. The precise, prioritized implementation checklist will be agreed in writing after authorized access and audit, before implementation. The categories below are not an unlimited promise to redesign every screen or fix every existing defect.
Included categories: (a) audit of the existing app, prioritized findings and a written development checklist; (b) UI/UX consistency, visual hierarchy and responsiveness on agreed screens; (c) separate fan, creator and administrator entry points, onboarding and role-aware navigation; (d) prioritized fixes to registration, existing 5-star ratings, swipe and favorites; (e) basic review of role permissions and feasible existing admin-screen improvements; (f) mutually identified bug fixes; (g) functional testing of agreed journeys and handover; and (h) a practical next-phase roadmap covering security, moderation, age assurance and payments.
Deliverables comprise the implemented checklist in the Client’s Base44 project, an audit/priorities summary, test results with known limitations, handover notes and the next-phase roadmap. Any inaccessible flow, untestable integration or unresolved defect must be disclosed explicitly. Sancorp will use reasonable skill and care. The basic permissions review is not a penetration test, compliance certification or guarantee that the application is secure.
3. Express exclusions and commercial limits
USD 1,200 does not purchase or guarantee a fully monetizable adult marketplace. This phase excludes implementation or operation of a complete paid adult-content marketplace, subscriptions/paywalls, creator payments or payouts, payment splitting, custom paid requests, production AI moderation or child-safety systems, identity/age verification, human moderation operations, comprehensive security testing and legal/regulatory advice. These topics may be assessed in the roadmap only.
Native iOS/Android development, App Store/Google Play submission or approval, payment-provider approval, full rebuilds, major backend replacement, data migration and features beyond Schedule A are excluded. No revenue, profit, user growth, commercial readiness, uninterrupted service or store/payment-provider approval is promised. A roadmap item is not an implemented production safeguard. Any later monetization or launch requires separate analysis, written scope, pricing and approval.
The Client remains responsible for lawful content, rights and consents, user eligibility, moderation operations, privacy notices, business rules and launch decisions. Sancorp may decline unlawful work or work contrary to applicable platform rules. Any obligation to implement a safety control requires a separate written agreement; excluded controls must not be represented as delivered.
4. Timing and cooperation
Estimated delivery is 2–4 weeks from the later of: electronically executed agreement and approval of the detailed post-audit development checklist, receipt of the initial USD 300 installment, and provision of complete authorized access, required assets and necessary decisions. This is an estimate, not a guaranteed deadline. The first USD 300 installment covers kickoff, audit and planning. The detailed checklist is approved after the audit and before feature implementation. If the audit shows the proposed work cannot fit the fixed fee, the parties must narrow Schedule A or agree a change before implementation; no unilateral price increase is permitted.
The Client will nominate one decision-maker and normally provide consolidated feedback within 3 business days. Missing access, delayed decisions, platform outages or approved changes may pause the schedule; Sancorp will explain the effect and propose revised dates in writing. Silence is not approval of scope, extra charges or acceptance. Sancorp will provide at least one written progress update per week while actively developing.
5. Fees and payment
Total fixed services fee: USD 1,200 (United States dollars), divided into four USD 300 installments. M1 — Kickoff: USD 300 due after the agreement is executed and authorized project access is available, before work begins; it covers the audit, planning and preparation of the proposed development checklist. M2 — UI/UX: USD 300 after Sancorp demonstrates and the Client expressly accepts in writing the selected design, creator-profile, branding and navigation work agreed for M2. M3 — Features: USD 300 after demonstration and express written acceptance of the selected onboarding, roles, swiping, ratings, favorites and admin refinements agreed for M3. M4 — Delivery: USD 300 after final QA, correction of agreed in-scope defects, handover and express written final acceptance. Each M2–M4 installment is payable within 5 business days after its respective written acceptance. Milestones may occur approximately weekly during the estimated 2–4 weeks, and payment may be made earlier if the milestone is completed and accepted earlier; mere passage of a week never triggers a payment. There are no recurring charges or future phases purchased under this agreement.
Payments are handled separately through milestone-specific payment links or invoices supplied by Sancorp. The previously shared USD 600 Stripe link relates to the superseded two-payment offer and must not be used for any USD 300 installment. This page does not collect payment, open checkout or attest that payment was made; paying does not replace acceptance of this agreement or amend scope.
The services fee includes taxes payable by the Provider on its services; normal merchant processing fees are borne by the Provider. Client-side bank/foreign-exchange charges and legally required withholding may apply. Any required withholding must be documented and discussed before payment; no automatic gross-up applies. Base44 plans, hosting, domains, paid APIs, production usage and other third-party charges are excluded and require the Client’s prior written approval if incurred on its behalf. Sancorp’s development tooling is its own cost; no purchase of the Client’s AI-development credits is required. Existing platform limits or runtime costs will be disclosed if they affect the work.
6. Review and acceptance
For each reviewable milestone M2, M3 and M4, Sancorp will provide a demonstration or reviewable build, checklist mapping, relevant testing evidence and a known-issue list. Within 5 business days of delivery, the Client will either expressly accept the milestone in writing or submit a consolidated list of reproducible material deviations from that milestone's approved acceptance criteria, with expected/actual behavior and steps or screenshots. A new feature or preference outside the checklist is a change request, not a defect. M1 is payable before the kickoff audit; the detailed development checklist is separately approved before feature implementation.
Sancorp will correct material in-scope failures at no extra cost within a reasonable mutually agreed period, then submit affected milestone items for another 5-business-day review. Minor issues may remain only if the parties record and agree on their resolution in writing. Silence or the passage of a calendar week is not automatic acceptance. If feedback is overdue, Sancorp may pause after written notice and arrange a revised review date; payment for M2, M3 or M4 remains conditional on explicit written acceptance of that milestone. Acceptance of earlier work does not waive rights to fix later-discovered in-scope defects, mandatory legal rights or the limited support described below.
7. Change control
Either party may propose a change. Before extra work, both parties must approve in writing its deliverables, price, timing, dependencies and acceptance criteria. Email approval from the named representatives is sufficient for operational scope changes, including any agreed changes to governing law or venue. Without approval Sancorp continues only the existing scope. Neither the proposal nor a conversation creates an unlimited obligation.
8. Access, security and confidentiality
The Client will provide authorized collaborator/partner access through Base44 invitations, using least privilege and test accounts where feasible. Ownership remains with the Client. Do not share passwords, OTPs or production secrets through ordinary chat or this agreement. The parties will use secure credential channels if needed, minimize access to real user data, use synthetic test data where feasible and revoke temporary access at completion or termination. Destructive migrations, changes to production payments and public launch require separate written approval.
Each party will protect non-public business, technical and personal information with reasonable care, use it only to perform this agreement and disclose it only to personnel or contractors who need it and are bound by equivalent duties. Confidential information excludes independently developed, lawfully received or public information. Legally compelled disclosure is permitted with prior notice where lawful. Suspected unauthorized access affecting the other party will be reported without undue delay, with reasonable cooperation.
No production personal data will be sent to third-party AI services without the Client’s prior written approval and appropriate data-processing arrangements. If processing personal data requires additional contractual terms under applicable law, those terms must be agreed before that processing. Confidentiality lasts 3 years after termination, and trade secrets remain protected while legally qualifying as such. No public portfolio use of the Client’s non-public app, brand or data without written permission.
9. Intellectual property and handover
The Client retains its pre-existing app, content, data and materials and grants the limited access/license necessary to perform the services. Upon full payment of amounts properly due for the relevant deliverables, Sancorp assigns to the Client, to the extent legally transferable, the economic intellectual-property rights in bespoke code, designs and documentation created specifically and paid for under this agreement. Sancorp will obtain necessary rights from its contributors and provide the available project/source access and handover materials. The Client’s existing project is not collateral and will not be deleted or locked to enforce payment.
Sancorp retains pre-existing tools, generic know-how and reusable components, identified where incorporated, and grants a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and distribute those incorporated materials as necessary to operate and maintain the paid deliverables. Third-party/open-source and Base44 components remain subject to their own licenses and platform/export limits, which will be disclosed. No ownership of third-party services or unrestricted portability is promised.
10. Limited post-delivery support
The fee includes 14 calendar days after written acceptance, up to 4 total support hours, for reproducible defects attributable to the delivered checklist and handover questions. Initial response target is 2 business days, not a guaranteed resolution time. No 24/7 service or uptime SLA is included. New features, content changes, maintenance, third-party outages, later platform changes and changes by others are excluded. Sancorp will flag the approaching limit; additional work requires a separate approved quote. These limits do not reduce corrections required before acceptance or rights that cannot legally be excluded.
11. Liability and mandatory rights
To the maximum extent permitted by applicable law, each party’s aggregate liability arising from this agreement is capped at USD 1,200, and neither party is liable for indirect or consequential loss or lost profits, revenue or opportunity. The cap and exclusions do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality, infringement of the other party’s intellectual property, unpaid contractual fees or liabilities that law prohibits limiting. Neither party gives an unlimited indemnity.
Nothing excludes mandatory consumer guarantees or other non-excludable rights under applicable Australian or Brazilian law. Where law permits limiting a remedy, any limitation must be fair and consistent with that law. Neither party is responsible for third-party platform failures outside its reasonable control, but must disclose material dependencies and take reasonable mitigation steps.
12. Suspension and termination
Either party may terminate for convenience on 5 business days’ written notice, or for material breach not cured within 10 business days after a notice describing the breach. Work may be paused for missing access or overdue undisputed payments after written notice and a reasonable opportunity to remedy. Illegal activity or a serious security threat may require immediate suspension with prompt explanation.
On termination, the Client pays only for documented work reasonably completed within the approved scope and pre-approved non-cancellable costs, capped at the USD 1,200 total fee. Amounts already paid, including M1's USD 300, are credited against that amount and are not automatically non-refundable. Unperformed work is refunded within 10 business days after reconciliation; disputed amounts are discussed in good faith. Sancorp supplies paid work in its then-current state, identifies unfinished items, returns/revokes access and returns or securely deletes confidential data within 30 days, except legal retention and ordinary secured backups. IP rights for paid deliverables and confidentiality survive termination.
13. Disputes, governing law and notices
The parties will first try good-faith written negotiation for 15 business days, without preventing urgent protective relief or mandatory statutory remedies.
This agreement is governed by the substantive laws of the Federative Republic of Brazil, subject to applicable conflict-of-laws rules and mandatory rights that cannot lawfully be excluded, including any applicable Australian Consumer Law rights. For disputes under this specific Phase 01 agreement, the parties submit to the non-exclusive jurisdiction of the competent courts at the defendant’s domicile in Brazil or Australia, subject to applicable rules of international jurisdiction. No exclusive foreign forum or mandatory private arbitration is imposed. Nothing prevents proceedings in another court or tribunal where mandatory law confers jurisdiction, including a legally protected consumer forum.
Formal notices go to the Provider’s email above and the Client’s verified email in the acceptance record. Each party must notify changes. This agreement, the completed acceptance form, Schedule A and the later mutually approved development checklist constitute the Phase 01 agreement and prevail over inconsistent marketing statements, including https://sancorp.online/proposal/footstar. The checklist may specify work within the agreed envelope; any extension requires section 7 change approval. An unenforceable term is severed only to the extent necessary without displacing mandatory rights.
14. Electronic execution
The Provider makes this version available as its offer for Phase 01 services. The Client may review the whole agreement before deciding and download a copy. To accept, the Client must authenticate using the agreed email address, have verified email status, enter its full legal identity and capacity, actively select the initially unchecked consent box and press “Accept services agreement”. These actions indicate intent to be bound electronically. No handwritten signature, notarization or certificate-based signature is represented by this process.
The server preserves the exact accepted agreement and completed identity form, version, SHA-256 document digest, consent wording, authenticated user and verified email, server acceptance timestamp and browser metadata. The digest helps identify the accepted content; it is not a qualified digital certificate or independent notarization. Acceptance records cannot be edited or deleted through the client interface. Each party may obtain a copy through its authorized access; later changes require a new version and any necessary new acceptance.
Payment is a separate process. Viewing this page, signing in, entering details, selecting the checkbox without submitting, or paying a deposit alone does not record acceptance. The page does not charge a card, trigger a new checkout or prove a payment was received.
Personal data is used to identify the contracting parties, administer services, preserve acceptance evidence and comply with applicable legal obligations. Contract and acceptance data are stored with Sancorp’s Base44 service provider and may be processed across Brazil, Australia and its hosting locations. Access is restricted to the contracting recipient and authorized administrators. Sancorp retains records for the agreement and applicable legal retention/claims periods, then securely deletes or anonymizes them where appropriate. Contact contato@sancorp.com to request a copy, correction of contact details or exercise applicable privacy rights; the historical accepted document is preserved as evidence.
Schedule A — Phase 01 scope framework
Agreed scope framework for the USD 1,200 first milestone. The existing app at https://foot-star-rate.base44.app is the starting point. This agreement does not authorize a full rebuild.
A1. Audit and priorities: inspect the available app, role journeys, existing permissions and reported bugs; deliver findings and a proposed prioritized development checklist.
A2. UI/UX and responsiveness: refine hierarchy, consistency and layouts on the screens selected in the checklist, including profiles/branding where prioritized. The checklist must identify the browsers and mobile/desktop widths to test.
A3. Role journeys: improve selected fan and creator registration/onboarding and role-aware navigation; review administrator access and feasible existing management screens.
A4. Discovery and bug fixes: improve prioritized existing 5-star ratings, swipe and favorites behavior and the reproducible bugs mutually selected for the checklist.
A5. Basic permissions: review the selected role/action access rules and record positive/negative checks; this is not a comprehensive security audit or penetration test.
A6. Test and handover: deliver the implemented checklist, functional test evidence for the selected journeys, known issues/limitations, available project/source access and handover notes.
A7. Next-phase roadmap: document priorities for security, age assurance, moderation, payments and platform policies. Roadmap items are analysis, not implemented production systems.
A8. Before implementation, both parties must approve by email or another recorded written channel a checklist identifying item IDs, screens/roles, deliverables, objective pass criteria, test environments, client dependencies and review contacts. Implementation of the selected features starts only when the checklist, authorized access and initial USD 300 installment are in place. The M1 audit and planning may occur before the implementation checklist is approved. The estimated 2–4 weeks runs from those kickoff conditions, not from merely viewing or accepting this agreement.
A9. The checklist must fit the USD 1,200 fixed fee. It cannot silently add excluded functionality or unlimited work. If agreement cannot be reached after the audit, either party may end the engagement under section 12; only documented reasonable work within the scope is payable and any unearned payments are refunded. Additional work requires a separately approved price and schedule.
A10. The four USD 300 milestones correspond to M1 — kickoff, audit, priorities and implementation checklist; M2 — selected UI/UX, creator profile, branding and navigation work; M3 — selected onboarding, roles, swipe, ratings, favorites and feasible admin improvements; and M4 — final QA, agreed in-scope defect corrections, handover and next-stage roadmap. Only work specifically included in the mutually approved, testable checklist is committed for M2–M4. Review and payment follow sections 5–6; approximate weeks do not constitute automatic payment deadlines.

