Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the services provided by DevLab Solutions ("Company," "we," "us," or "our"), you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

These Terms constitute a legally binding agreement between you and DevLab Solutions.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and "you" refers to such entity.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting on our website. Your continued use of our services after any changes constitutes acceptance of the new Terms.

2. Description of Services

DevLab Solutions provides professional software development and consulting services, including but not limited to:

2.1 Core Services

• Custom Software Development: Web applications, mobile applications, and desktop software
• SaaS Platform Development: Cloud-based software-as-a-service solutions
• Enterprise Solutions: Large-scale business applications and system integrations
• Database Solutions: Database design, optimization, and management services
• DevOps and Cloud Services: Infrastructure setup, deployment, and maintenance
• Security Services: Application security audits and implementation
• Consulting Services: Technical consulting and architecture planning

2.2 Service Delivery

Services are delivered according to project specifications outlined in separate Service Agreements or Statements of Work (SOW). Each project may have specific terms, timelines, and deliverables that supplement these general Terms.

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected clients. We will work with clients to minimize disruption and provide alternative solutions where possible.

3. User Responsibilities

3.1 Accurate Information

You agree to provide accurate, current, and complete information when:

• Requesting services or consultations
• Providing project requirements and specifications
• Communicating technical or business needs
• Providing access credentials or system information

3.2 Cooperation and Communication

You agree to:

• Respond promptly to requests for information, feedback, or approvals
• Provide necessary access to systems, data, and personnel
• Participate in scheduled meetings and project reviews
• Designate authorized representatives for project decisions

3.3 Prohibited Uses

You agree not to use our services for:

• Illegal activities or purposes that violate applicable laws
• Developing software that infringes on third-party intellectual property rights
• Creating malicious software, viruses, or security exploits
• Violating privacy rights or data protection regulations
• Competing directly with DevLab Solutions using our proprietary methods

3.4 Data and Content Responsibility

You are solely responsible for the accuracy, quality, integrity, legality, and intellectual property ownership of all data and content you provide to us. You warrant that you have all necessary rights and permissions to share such data and content with us for the purposes of providing services.

4. Service Agreements and Contracts

4.1 Project-Specific Agreements

Specific services will be governed by separate Service Agreements, Statements of Work (SOW), or project contracts that detail:

• Project scope, objectives, and deliverables
• Timeline and milestones
• Payment terms and pricing
• Technical specifications and requirements
• Acceptance criteria and testing procedures

4.2 Change Requests

Changes to project scope, timeline, or specifications must be documented in writing and agreed upon by both parties. Additional charges may apply for scope changes that require additional work beyond the original agreement.

4.3 Project Acceptance

Deliverables will be considered accepted when they meet the specifications outlined in the Service Agreement and pass agreed-upon testing criteria. Acceptance procedures and timelines will be specified in individual project agreements.

5. Payment Terms

5.1 Fees and Pricing

Service fees are specified in individual Service Agreements or project contracts. Pricing may be based on:

• Fixed project pricing
• Time and materials (hourly rates)
• Milestone-based payments
• Retainer agreements
• Subscription or recurring service fees

5.2 Payment Schedule

Unless otherwise specified in the Service Agreement, payment terms are:

• Invoices are due within 30 days of receipt
• Project deposits may be required before work begins
• Milestone payments are due upon completion of specified deliverables
• Late payments may incur interest charges of 1.5% per month

5.3 Expenses and Third-Party Costs

Unless included in the project fee, you are responsible for reimbursing reasonable expenses incurred on your behalf, including:

• Third-party software licenses and subscriptions
• Cloud hosting and infrastructure costs
• External service provider fees
• Travel expenses (when pre-approved)

5.4 Suspension of Services

We reserve the right to suspend services for accounts with overdue payments exceeding 30 days. Work will resume upon payment of all outstanding amounts.

6. Intellectual Property Rights

6.1 Client-Owned Intellectual Property

You retain ownership of all intellectual property that you owned prior to engaging our services, including:

• Existing trademarks, copyrights, and patents
• Business processes and proprietary information
• Data and content provided to us
• Domain-specific knowledge and requirements

6.2 Work Product Ownership

Unless otherwise specified in the Service Agreement, ownership of custom-developed software and deliverables transfers to you upon full payment, subject to the following:

• Custom code developed specifically for your project
• Project documentation and specifications
• Configurations and customizations

6.3 DevLab Solutions' Retained Rights

We retain ownership of:

• Pre-existing proprietary tools, frameworks, and methodologies
• General knowledge, skills, and experience gained
• Reusable code components and libraries not specific to your project
• Development processes and best practices

6.4 Third-Party Components

Software solutions may incorporate third-party components, libraries, or services. You are responsible for complying with applicable third-party licenses and terms of use.

6.5 Portfolio and Marketing Rights

We may use general project information for portfolio and marketing purposes, including case studies and testimonials, unless specifically prohibited in the Service Agreement. We will not disclose confidential information or proprietary details.

7. Confidentiality

7.1 Confidential Information

Both parties acknowledge that they may have access to confidential information, including:

• Technical specifications and system architectures
• Business strategies and financial information
• Customer data and user information
• Proprietary processes and methodologies
• Source code and technical documentation

7.2 Confidentiality Obligations

Both parties agree to:

• Maintain confidentiality of all confidential information
• Use confidential information solely for the purpose of providing/receiving services
• Implement reasonable security measures to protect confidential information
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential information upon request or project completion

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

8. Warranties and Disclaimers

8.1 Service Warranties

DevLab Solutions warrants that:

• Services will be performed with professional skill and care
• Work will conform to agreed-upon specifications
• We have the right and authority to enter into service agreements
• Services will comply with applicable laws and regulations

8.2 Warranty Period and Remedies

We provide a warranty period of 90 days from project delivery for defects in workmanship. Our sole obligation for warranty claims is to correct defects or provide workarounds at no additional charge.

8.3 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, DEVLAB SOLUTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We specifically disclaim warranties regarding:

• Uninterrupted or error-free operation
• Compatibility with all systems and environments
• Achievement of specific business results
• Third-party components and services

9. Limitation of Liability

9.1 Limitation of Damages

IN NO EVENT SHALL DEVLAB SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits or revenue
• Loss of data or information
• Business interruption
• Loss of business opportunities
• Cost of substitute services

9.2 Cap on Liability

Our total liability for any claims arising from or related to services provided shall not exceed the total amount paid by you for the specific services giving rise to the claim, or $10,000, whichever is greater.

9.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality obligations
• Intellectual property infringement claims
• Liability that cannot be limited by applicable law

10. Indemnification

10.1 Client Indemnification

You agree to indemnify and hold DevLab Solutions harmless from claims arising from:

• Your use of deliverables in violation of these Terms
• Content, data, or materials you provide to us
• Your violation of applicable laws or regulations
• Third-party claims related to your business operations

10.2 DevLab Solutions Indemnification

We will indemnify you against third-party claims that our services directly infringe valid intellectual property rights, provided you:

• Promptly notify us of any such claims
• Grant us control of the defense and settlement
• Provide reasonable cooperation in the defense

11. Termination

11.1 Termination for Convenience

Either party may terminate ongoing services with 30 days written notice. You will be responsible for payment of all work completed through the termination date.

11.2 Termination for Cause

Either party may terminate immediately for:

• Material breach of these Terms that remains uncured after 15 days written notice
• Non-payment of fees exceeding 60 days
• Insolvency or bankruptcy proceedings
• Violation of confidentiality obligations

11.3 Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• We will deliver completed work products upon payment
• Confidentiality obligations continue indefinitely
• Each party will return confidential information

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles.

12.2 Dispute Resolution

The parties agree to attempt to resolve disputes through good faith negotiation. If unsuccessful, disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

12.3 Jurisdiction

Any legal proceedings not subject to arbitration will be conducted in the courts of [Jurisdiction], and both parties consent to the jurisdiction of such courts.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Service Agreements and project contracts, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

13.2 Amendment

These Terms may only be modified in writing signed by both parties, except for updates posted on our website as described in Section 1.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.4 Force Majeure

Neither party will be liable for delays or failures in performance due to circumstances beyond their reasonable control, including natural disasters, government actions, or other force majeure events.

13.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.6 Notices

All notices must be in writing and delivered to the addresses specified in the Service Agreement or to the contact information provided on our website.

13.7 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.