Terms of service

1. Parties and scope

These Master Services Terms ("Terms") govern engagements between Federico Nicolas Lussoro, individual sole proprietor (Monotributista, CUIT 20-43725015-5 ) trading under the commercial name Olaaia, registered in Mar del Plata, Buenos Aires, Argentina ("Olaaia"), and the client identified in each signed Scope Document.

Each engagement is defined by a Scope Document that incorporates these Terms by reference. In the event of conflict, the Scope Document prevails for the specific engagement.

2. Services and deliverables

Olaaia provides software engineering services: scoping and architecture, custom trading bot development, institutional trading systems (FIX/ITCH, OMS), ML alpha pipelines, observability and aftercare. Specific deliverables, milestones, and acceptance criteria are listed in each Scope Document.

Acceptance is deemed complete when (a) the client signs the acceptance form, or (b) the client uses the deliverable in a live environment without a written objection within fourteen (14) days of handover.

3. Fees and payment

Fees, currency, and payment schedule are set in each Scope Document. Default schedule for fixed-price engagements: 40% on kickoff, 30% on mid-milestone, 30% on handover. Time-and-materials engagements are invoiced monthly with a thirty (30) day net.

All fees are net of bank fees, blockchain network fees, and applicable taxes. Argentine clients pay in pesos at the MEP exchange rate on the day of scope signature with Factura A or C. International clients pay in USD via international wire, USDC on Ethereum / Base / Solana, or ACH for U.S. clients.

Late payments accrue interest at the lower of 1.5% per month or the maximum permitted by law. Olaaia may suspend work and withhold deliverables until balances are cleared.

4. Intellectual property and source code

Source code is developed in a private GitHub repository to which the client has full read access from day one. On final payment, the repository is transferred to the client's GitHub organisation; Olaaia retains no copy and no license to redistribute the client's code.

Background IP — generic utility libraries, internal tooling, and engineering know-how Olaaia uses across engagements — remains the property of Olaaia. Olaaia grants the client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use any Background IP embedded in the deliverable for the client's internal business purposes.

Sanitised, attribution-free case studies may be referenced on the Olaaia work page. Client names, trading volumes, and identifying strategy details are never disclosed without prior written permission.

5. Confidentiality

A mutual non-disclosure agreement (NDA) is signed before any proprietary information is exchanged. Olaaia treats client code, strategy logic, account credentials, P&L data, and counterparty identities as confidential indefinitely. Internal logs containing client information are deleted within thirty (30) days of handover.

6. Warranties

Olaaia warrants that deliverables will conform to the Scope Document in all material respects for ninety (90) days from acceptance. During the warranty window, Olaaia will remediate non-conformities at no additional cost.

EXCEPT AS EXPRESSLY STATED, OLAAIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY OF TRADING PROFITABILITY.

7. Limitation of liability

Olaaia's aggregate liability arising from or related to an engagement is capped at the fees paid by the client for the specific engagement giving rise to the claim during the twelve (12) months preceding the event.

OLAAIA IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING TRADING LOSSES, MISSED OPPORTUNITIES, OR LOSS OF PROFITS. THIS CAP APPLIES WHETHER LIABILITY IS BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be limited under applicable law.

8. Term and termination

Either party may terminate an engagement for material breach not cured within fifteen (15) days of written notice, or for convenience on thirty (30) days' written notice. On termination, fees for work performed up to the termination date are due, and Olaaia delivers all work product produced up to that date.

9. Governing law

These Terms are governed by the laws of the Argentine Republic. Disputes are submitted to the exclusive jurisdiction of the ordinary commercial courts of the city of Mar del Plata, Province of Buenos Aires, Argentina, except where mandatory consumer-protection rules in the client's home jurisdiction require otherwise.

10. Contact

Notices under these Terms are sent to contact@olaaia.com (Olaaia) and to the contact address in the Scope Document (client). Notice is effective on the next business day after dispatch.