STATEMENT OF WORK

Mari's Gardens — B2B Ordering Portal

1. Parties

This Statement of Work ("SOW") is entered into by and between:

Provider: VtKL ("VtKL", "we", "us")
Los Angeles, California

Client: Brendon Lau Agricultural LLC, d/b/a Mari's Gardens ("Client", "Mari's Gardens")
Mililani, Hawaii

2. Project Overview

VtKL will design, develop, and deploy a B2B Ordering Portal for Mari's Gardens — a web-based system that replaces manual email-based ordering with a digital platform serving approximately 70 wholesale clients (restaurants, retailers, and distributors).

The system includes:

This is an ordering system, not a payment system. The portal creates orders and generates QuickBooks invoices automatically. Payment continues through Client's existing channels and terms.

3. Scope of Work — Phased Delivery

Phase 1 — MVP (Core Ordering Portal)

Full ordering system with admin and customer portals, delivered in 7 incremental slices:

SliceDeliverablesWeek
1. Foundation & AuthDatabase schema, authentication system (admin + customer + guest), role-based access control, application shell1-2
2. Product CatalogProduct CRUD with multi-image upload (up to 10 per product), drag-and-drop image reordering, carousel display, category management, availability tracking2-3
3. Customer ManagementCustomer CRUD, email invitation flow, pre-populated onboarding, status tracking (Invited → Active → Inactive), tier classification3-4
4. Customer Portal & OrderingProduct catalog with carousel, cart & ordering, guest checkout with form and PDF generation, "Repeat Last Order" functionality4-5
5. Order ManagementAdmin order dashboard, status flow (New → Confirmed → Packed → Delivered), quantity adjustment with client notification, packing sheet generation (individual and batch), guest-to-customer conversion5-6
6. Standing Orders & QuickBooksStanding order templates and auto-generation, client confirm/adjust flow, QuickBooks Online OAuth 2.0 integration, automatic Invoice creation on order confirmation, sync status tracking and retry logic6-7
7. Notifications & LaunchTransactional email system (Resend), branded email templates, mobile responsiveness, UAT with Client, production deployment7-8

Phase 2 — Customer Self-Service Enhancements

Phase 3 — Smart Email Intake

4. Technology Stack

ComponentTechnologyPurpose
FrontendNext.js (App Router)Server-rendered React application
HostingCloudflare WorkersGlobal CDN, zero cold-start serverless
BackendSupabasePostgreSQL database, authentication, file storage, edge functions, row-level security
AccountingQuickBooks Online APIAccounting API (OAuth 2.0), automatic Invoice creation
EmailResendTransactional email delivery with branded templates
DevelopmentClaude Opus 4.7AI-accelerated code generation, testing, and iteration

5. Investment

This project uses AI-accelerated development. Client pays for: (1) human expert hours for architecture decisions, code review, configuration, and UAT support, and (2) AI inference costs for development work. The AI agent's labor is not billed separately.

PhaseHuman Expert HoursAI Inference Cost (est.)Timeline
Phase 1 — MVP35 hours~$2,0006-8 weeks
Phase 2 — Self-Service12 hours~$6503-4 weeks
Phase 3 — Email Intake10 hours~$6502-3 weeks
Total (All Phases)57 hours~$3,30012-16 weeks

Human expert hours are billed at the agreed hourly rate. AI inference costs are billed at cost with no markup.

6. Ongoing Maintenance & Support

Following launch, VtKL will provide ongoing maintenance and support to ensure the system remains healthy, secure, and compatible with evolving technology dependencies.

ActivityEstimated Hours
Dependency updates & security patches (Next.js, Supabase SDK, Resend, node-quickbooks)3-4h
QuickBooks API compatibility monitoring & adjustments1-2h
Bug fixes & small enhancements2-3h
Monitoring, health checks & backup verification1-2h
Total Monthly Retainer10 hours

Monthly maintenance is billed at the agreed hourly rate plus estimated ~$50-100/month AI inference for implementation of updates and fixes.

Maintenance does not include: new feature development beyond small enhancements, infrastructure scale-up costs if free tiers are exceeded, or emergency after-hours support (available at 1.5x rate if needed).

Client receives a brief monthly maintenance report detailing: updates applied, bugs fixed, health check results, hours used vs. allocated, and recommendations.

7. Infrastructure & Operational Costs

All infrastructure services operate within free tiers at the Client's current volume:

ServiceMonthly CostNotes
Supabase (DB, Auth, Storage)$0Free tier: 50K MAU, 500MB DB, 1GB storage
Cloudflare Workers (Hosting)$0Free tier: 100K requests/day
QuickBooks Online API$0Builder tier: 500K reads/month
Resend (Email)$0Free tier: 3,000 emails/month
Total$0/month

If Client's volume exceeds free tiers, VtKL will notify Client before any paid tier transition. Infrastructure costs are passed through at cost.

8. Client Responsibilities

Client agrees to provide the following:

Before Development (Week 0)

During Development (Weeks 1-7)

Before Launch (Weeks 7-8)

Estimated total time commitment from Client: approximately 6-8 hours across the entire project.

9. Payment Terms

10. Intellectual Property

Upon full payment, Client owns all custom code, designs, and content developed specifically for the Mari's Gardens Ordering Portal. VtKL retains the right to use general-purpose frameworks, libraries, and methodologies developed independently of this engagement.

Third-party open-source components retain their respective licenses.

11. Warranty & Acceptance

VtKL warrants that each delivered Phase will materially conform to the acceptance criteria specified in the accompanying Business Specification (available at maris-gardens-spec.pages.dev) for a period of 30 days following Client acceptance ("Warranty Period"). During the Warranty Period, VtKL will correct any defects at no additional charge.

Client acceptance is deemed granted if Client does not provide written notice of material non-conformance within 10 business days of delivery.

12. Limitation of Liability

VtKL's total aggregate liability under this SOW shall not exceed the total fees paid by Client under this SOW. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.

13. Term & Termination

This SOW commences on the Effective Date and continues until all Phases are completed or the SOW is terminated. Either party may terminate this SOW with 15 days' written notice. Upon termination, Client shall pay for all work completed through the termination date.

Monthly maintenance may be terminated by either party with 30 days' written notice.

14. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary information disclosed under this SOW. This obligation survives termination for a period of two (2) years.

15. Governing Law

This SOW shall be governed by the laws of the State of California without regard to conflict of law provisions.

16. Detailed Specification Reference

The complete Business Specification, including detailed feature requirements, acceptance criteria, user stories with BDD test scenarios, wireframes, and technical architecture, is available at:

https://maris-gardens-spec.pages.dev

The Business Specification is incorporated by reference into this SOW. In the event of conflict between this SOW and the Business Specification, this SOW shall control.

17. Entire Agreement

This SOW, together with the referenced Business Specification, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements. No modification of this SOW shall be binding unless made in writing and signed by both parties.

Effective Date: _______________

VtKL

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Tony Wong
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Founder
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Mari's Gardens

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