Autegra Platform
Development Agreement
Parties
This agreement is between:
The Developer: Joseph, operating as The Brick Dev Studios. Responsible for the design, development, and delivery of the Autegra platform as defined in this contract.
The Client: Jamark Autos, represented by its owner. Responsible for payment, project feedback, and client obligations as defined in this contract.
Both parties agree to the terms below by signing at the end of this document.
Scope of Work
The Developer will design and build Phase 1 of the Autegra platform as defined in the accompanying Development Proposal v1.1, dated March 28, 2026.
Phase 1 includes:
- 61 routes across 7 modules (Public Pages, Dashboard, Vehicle Verification, Inspection, Marketplace, Escrow, Admin Dashboard)
- Approximately 57 unique screens
- Responsive, mobile-first web application (React/Vite)
- React Native mobile application (iOS and Android)
- Complete design system, brand identity, and logo (already delivered)
- Paystack and Flutterwave payment integration
- VIN API integration with multi-provider routing
- 4-channel notification system (email, SMS, WhatsApp, push)
- Multi-country support (Nigeria and Ghana)
- WCAG 2.1 AA/AAA accessibility
Any features, modules, or deliverables not listed in the Proposal v1.1 are outside the scope of this contract. Additional work will be scoped and priced separately with mutual agreement.
Build Fee
| Deliverable | Fee |
|---|---|
| Web Application (57 screens, full functionality) | $14,000 |
| Mobile Application (React Native, iOS + Android) | $8,000 |
| Total Phase 1 Build Fee | $22,000 |
This fee covers all design and development work for Phase 1. It does not cover ongoing operations, maintenance, or future phase development, which will be scoped separately.
Payment Schedule
Payments are tied to milestones, not calendar dates. Each milestone includes a review period of 3 to 5 business days. Payment is due within 7 days of milestone approval by the Client.
| # | Milestone | Amount | Cumulative |
|---|---|---|---|
| 1 | Contract signing | $3,000 | $3,000 |
| 2 | Auth, wallet, and VIN decode complete | $3,000 | $6,000 |
| 3 | Verification + Inspection modules complete | $3,000 | $9,000 |
| 4 | Marketplace + Escrow complete | $3,000 | $12,000 |
| 5 | Admin dashboard + web launch-ready | $2,500 | $14,500 |
| 6 | Mobile foundation + core screens | $2,500 | $17,000 |
| 7 | Mobile advanced features | $2,500 | $19,500 |
| 8 | Mobile app store submission | $2,500 | $22,000 |
Late Payment
If payment is not received within 7 days of milestone approval, the Developer will send a written reminder. If payment is not received within 14 days of milestone approval, the Developer reserves the right to pause all work until payment is received. Work resumes within 3 business days of payment receipt.
Milestone 1 (Contract signing) is due upon signing this contract. Development begins within 5 business days of receiving Milestone 1 payment.
Revenue Share
To align both parties' long-term interests, the Developer participates in the platform's growth through a revenue share arrangement. The Developer benefits only when the platform succeeds.
Definitions
Gross platform revenue includes all income generated by the Autegra platform: VIN report sales, escrow commissions, inspection booking commissions, marketplace fees, and any other platform-generated income. It does not include external funding, loans, or investment capital.
Platform launch date is the date the web application is made publicly available to users. The 4-year period begins on this date regardless of when the mobile application launches.
Payment and Reporting
The Client will provide the Developer with a monthly revenue report within 10 days of each month's end. The revenue share payment is due within 15 days of each month's end. The Developer may request access to the platform's payment gateway dashboard (Paystack/Flutterwave) to verify revenue figures.
If the platform generates no revenue in a given month, the revenue share for that month is $0.
Duration and Expiry
The revenue share arrangement expires exactly 4 years from the platform launch date. After expiry, no further revenue share payments are due. This clause survives termination of the development contract. If the Client cancels the project before launch, no revenue share is owed.
Timeline
The estimated project duration is 30 weeks (7.5 months): 20 weeks for the web application, 10 weeks for the mobile application.
The timeline is milestone-based, not calendar-based. Delays caused by the Client (late feedback, late payment, scope changes) will extend the timeline accordingly. The Developer will communicate any delays in advance through the weekly update process.
If the Developer causes unreasonable delays (defined as more than 2 weeks without progress or communication on an active milestone), the Client may request a written explanation. If no resolution is reached within 7 days, the Client may terminate the contract under the terms in Section 11.
Revisions
Each milestone includes up to 2 rounds of revisions at no additional cost. A revision round is defined as a single batch of feedback from the Client, delivered in writing (WhatsApp, email, or project board), covering the milestone deliverables.
Revisions beyond 2 rounds per milestone are billed at $50 per hour. The Developer will provide a time estimate before beginning additional revision work. The Client must approve the estimate before work begins.
Revisions apply to the deliverables defined in the milestone scope. Requests that add new features, screens, or functionality beyond the milestone scope are treated as scope changes, not revisions, and will be priced separately.
Developer Responsibilities
The Developer is responsible for the following, included in the build fee at no additional cost to the Client:
- All design and development work for Phase 1
- Domain registration and annual renewal (autegra.io)
- Hosting infrastructure setup and costs (Vercel, Supabase)
- Email service setup and costs (Resend)
- Third-party API costs at launch scale (VIN providers, SMS gateway, WhatsApp Business API)
- App store developer accounts (Apple $99/year, Google $25 one-time)
- Weekly progress updates every Friday
- Staging environment for Client review at each milestone
- 30 days of post-launch bug fixes (web), 30 days post-launch bug fixes (mobile)
- Source code hosted on a private Git repository accessible to the Client
Hosting Cost Transition
Hosting and third-party API costs are covered by the Developer at launch scale (free tier and early growth). When the platform scales beyond free tier limits, operational costs will transition to the platform's business account, funded by platform revenue. Both parties will discuss and agree on the transition before it takes effect.
Client Responsibilities
The Client is responsible for the following:
- Timely payment of milestone fees within 7 days of approval
- Feedback on milestone deliverables within 3 to 5 business days of delivery
- Providing business decisions when requested by the Developer (commission rates, pricing tiers, content, etc.)
- Legal review of escrow compliance with CBN regulations before launch (strongly recommended)
- Marketing and user acquisition
- Content creation (copywriting, photography, vehicle listing content)
- Monthly revenue reporting for revenue share calculations (Section 5)
If the Client does not provide requested feedback or decisions within 10 business days, the Developer may proceed with reasonable assumptions. Changes to those assumptions after the fact will be treated as revisions.
Intellectual Property
Code and Platform
All source code for the Autegra platform becomes the intellectual property of the Client upon full payment of all milestone fees. Until full payment is received, the Developer retains ownership of all code and deliverables.
If the Client cancels the project or fails to complete payment, the Developer retains ownership of all undelivered code. Code for milestones that have been paid is owned by the Client.
Brand Assets
The Autegra brand name, logo (The Three-Layer Mark), colour palette, and all brand assets are the property of the Client from the date of this contract, regardless of payment status. These were developed as part of the pre-development process at no additional cost.
Developer Rights
The Developer retains the right to:
- Reference Autegra as a portfolio project on The Brick Dev Studios website and marketing materials
- Use non-proprietary components, design patterns, and development techniques from this project in future work
- Display screenshots or descriptions of the project with Client approval
The Developer will not share proprietary business logic, user data, API keys, or any confidential platform information with third parties.
Termination
Termination by the Client
The Client may terminate this contract at any time by providing written notice to the Developer. Upon termination:
- The Client pays for all milestones that have been completed and approved. No partial milestone payments are required.
- The Client receives the source code for all paid milestones only.
- Any work in progress on an unapproved milestone remains the property of the Developer.
- The Developer will deliver all paid code and assets within 7 business days of receiving final payment.
Termination by the Developer
The Developer may terminate this contract if:
- Payment is overdue by more than 30 days after milestone approval
- The Client is unresponsive (no communication) for more than 30 days
Before terminating, the Developer will send a written notice giving the Client 14 days to resolve the issue. If the issue is not resolved within 14 days, the contract terminates. The same delivery terms apply: paid milestones are delivered, unpaid work is retained by the Developer.
Effect on Revenue Share
If the project is terminated before the platform launches, no revenue share is owed by either party. If the platform has already launched at the time of termination, the revenue share arrangement in Section 5 continues for its full 4-year duration regardless of contract termination. The revenue share is tied to the platform, not the development contract.
Confidentiality
Both parties agree to keep the following information confidential:
- Pricing, payment terms, and revenue share details in this contract
- Business strategy, revenue projections, and financial data
- User data, API keys, and security credentials
- Any information explicitly marked as confidential by either party
Confidentiality does not prevent the Developer from referencing Autegra as a portfolio project (as described in Section 10) or either party from disclosing information required by law.
This confidentiality clause survives the termination of this contract.
Dispute Resolution
If a disagreement arises between the parties regarding any aspect of this contract, the following process applies:
Step 1: Direct conversation. Both parties discuss the issue directly and attempt to reach a resolution within 7 days.
Step 2: Written mediation. If direct conversation does not resolve the issue, both parties will put their positions in writing and exchange them. A mutually agreed third party (a trusted individual known to both parties) will review the positions and recommend a resolution within 14 days.
Step 3: Formal resolution. If mediation does not resolve the issue, either party may pursue formal dispute resolution under Nigerian law. The jurisdiction for any legal proceedings is Lagos State, Nigeria.
During any dispute, neither party will publicly disparage the other or share details of the dispute on social media or public platforms.
General Terms
Amendments: Any changes to this contract must be agreed to in writing by both parties. Verbal agreements are not binding.
Entire agreement: This contract and the accompanying Proposal v1.1 constitute the entire agreement between the parties. Any prior discussions, messages, or verbal agreements are superseded by this document.
Payment currency: All amounts in this contract are in US Dollars (USD). Payments may be made in Naira at the prevailing exchange rate on the date of payment, agreed by both parties.
Force majeure: Neither party is liable for delays caused by events beyond their reasonable control (natural disasters, internet outages, government actions, or similar circumstances). The affected party must notify the other within 7 days and both parties will agree on an adjusted timeline.
Severability: If any provision of this contract is found to be invalid or unenforceable, the remaining provisions continue in full effect.
Signatures
By signing below, both parties confirm they have read, understood, and agree to all terms in this contract and the accompanying Development Proposal v1.1.