These terms and conditions govern your use of custom software development services provided by Voltageitlabs
("the Company") through its website and software solutions. By accessing or using our services, you agree to be bound by these terms
and conditions. If you do not agree to these terms, please refrain from using our services.
Services
The Company offers custom software development services, including but not limited to: web application development, mobile application development (iOS and Android), backend systems and API development, database design and optimization, AI and machine learning integrations, automation solutions, system integrations with third-party platforms, DevOps and cloud infrastructure setup, ongoing maintenance and support, and related services as agreed upon in writing between the Company and the client.
The Company reserves the right to refuse service to any individual or organization at its sole discretion.
The Company will make reasonable efforts to meet project deadlines and deliver services as agreed upon. However, we cannot guarantee uninterrupted availability or flawless performance due to factors beyond our control, such as technical issues, third-party platform API changes, hosting provider outages, unforeseen technical complexities, or force majeure events.
Project timelines are estimates based on the scope defined during discovery and requirements gathering. Changes to project scope, delays in client feedback or provision of required materials, unavailability of third-party services, or unforeseen technical challenges may impact delivery timelines.
Client Responsibilities
The client agrees to provide timely access to all necessary systems, platforms, APIs, hosting environments, credentials, and resources required for development, testing, and deployment.
The client is responsible for providing accurate project requirements, specifications, content, assets (logos, images, branding materials), and feedback in a timely manner.
The client is responsible for ensuring they have proper authorization, licenses, and permissions for any third-party services, APIs, content, or data they request to be integrated into the software.
The client agrees to participate in scheduled consultations, review sessions, testing phases, and training as outlined in the project plan.
The client is responsible for maintaining valid subscriptions, hosting services, domain registrations, and access to all third-party platforms integrated into their software solution.
The client is responsible for conducting user acceptance testing (UAT) and providing sign-off approval before final deployment to production environments.
Third-Party Services and Dependencies
Our services may integrate with third-party platforms, services, and APIs including but not limited to cloud hosting providers (AWS, Azure, Google Cloud Platform), payment processors (Stripe, PayPal), e-commerce platforms (Shopify, WooCommerce), analytics services (Google Analytics), communication services (Twilio, SendGrid), authentication providers (Auth0, Firebase), and other business applications. The Company is not responsible for changes, outages, API deprecations, policy updates, pricing changes, or service disruptions made by these third-party providers that may affect the functionality of the software.
The client acknowledges that third-party platform changes, API updates, or service discontinuations may require additional development work to maintain functionality, which may be subject to additional fees as agreed upon between the parties.
The client is responsible for complying with all terms of service, usage policies, licensing requirements, and data policies of integrated third-party platforms and services.
The client is responsible for all costs associated with third-party services, including hosting fees, API usage charges, licensing costs, and subscription fees unless otherwise specified in the service agreement.
Intellectual Property and Code Ownership
All intellectual property rights, including copyrights, source code, designs, and custom-developed features associated with the software developed by the Company shall remain the property of the Company until full payment is received for the services provided.
Upon full payment, the client shall receive ownership of the custom-developed source code and deliverables specific to their project, as defined in the service agreement. However, the Company retains ownership of proprietary frameworks, development tools, code libraries, boilerplate code, design systems, and any pre-existing intellectual property incorporated into the solution.
Third-party libraries, open-source components, frameworks, and software used in the development remain subject to their original licenses (MIT, Apache, GPL, etc.). The client is responsible for complying with these licenses.
The client retains ownership of their business data, customer information, content, branding materials, and proprietary business logic provided to or generated by the software.
The client guarantees that any content, data, designs, or materials provided to the Company do not infringe the intellectual property rights of any third party. The client indemnifies the Company against any claims, costs, or liabilities arising from intellectual property infringement related to client-provided materials.
The Company may showcase completed projects in its portfolio, marketing materials, case studies, and on its website unless otherwise agreed in writing with the client. The Company will request permission before including specific client details or sensitive information.
The Company retains the right to reuse general development techniques, methodologies, architectural patterns, and non-proprietary code developed during the project for future projects.
Confidentiality
The Company acknowledges that it will have access to confidential and proprietary information during the course of providing services, including but not limited to business plans, source code, technical specifications, business data, customer information, financial information, trade secrets, and strategic plans. The Company agrees to maintain the confidentiality of such information and not disclose it to third parties without the client's written consent, except as required by law or as necessary to provide the agreed-upon services.
Both parties agree to implement reasonable security measures to protect confidential information from unauthorized access, disclosure, or misuse.
Confidentiality obligations shall survive termination of the service agreement and remain in effect for a period of three (3) years following termination, or indefinitely for trade secrets.
The Company may use subcontractors or third-party service providers as necessary to deliver services. In such cases, the Company will ensure these parties are bound by similar confidentiality obligations.
Software Quality and Testing
The Company will conduct reasonable testing of software deliverables to ensure functionality meets the agreed-upon specifications before deployment to production environments.
The client is responsible for conducting user acceptance testing (UAT) and reporting any issues or deviations from specifications within the testing period specified in the project plan, typically 7-14 days after delivery of the testing version.
The Company will address bugs and issues identified during the agreed-upon warranty period (typically 30-90 days post-deployment) at no additional cost, provided they relate to the original specifications and are not caused by client modifications, third-party changes, or environmental factors.
Software will be tested in the environments and browsers/devices specified in the project agreement. Testing in additional environments may require additional time and fees.
Scope Changes and Additional Work
Any requests for changes to the originally agreed-upon project scope, additional features, or modifications beyond the original specifications will be considered "change requests" and may require additional time and fees.
The Company will provide a written estimate for change requests, including impact on timeline and costs, before proceeding with the work. Work on change requests will begin only after client approval.
Excessive scope changes or frequent change requests may impact project timelines and overall project delivery dates.
Payment and Fees
The client agrees to pay the Company the agreed-upon fees for the services provided. Payment terms, including project fees, milestone payments, ongoing maintenance fees, and payment schedules, will be specified in a separate service agreement, statement of work, or project proposal.
Project fees are typically structured with milestone payments corresponding to project phases (discovery & requirements, design, development, testing, deployment).
An initial deposit (typically 30-50% of the project fee) is required before work commences. The remaining balance is due according to the milestone schedule outlined in the service agreement.
Ongoing maintenance, support, and hosting services are subject to separate monthly or annual fees as outlined in the service agreement.
Invoices are typically due within 7-14 days of issuance unless otherwise specified in the service agreement. Late payments may be subject to interest charges of 1.5% per month (or the maximum rate permitted by law) or suspension of services.
In the event of project cancellation or termination by the client, the client shall be responsible for paying the Company for all work completed up to the cancellation date, as well as any outstanding costs or expenses incurred. Refunds for advance payments will be prorated based on work completed and documented.
The Company reserves the right to suspend or terminate services if payment becomes more than 30 days overdue.
Warranties and Disclaimers
The Company warrants that services will be performed with reasonable care and professional skill in accordance with industry standards and best practices.
The Company warrants that custom-developed software will substantially conform to the agreed-upon functional specifications for a period specified in the service agreement (typically 30-90 days post-deployment).
Except as expressly provided, the Company makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement regarding the software, services, or deliverables.
The Company does not warrant that software will be error-free, uninterrupted, or free from security vulnerabilities. While the Company implements security best practices and will make reasonable efforts to address security issues promptly, no software can be guaranteed to be completely secure.
The Company is not responsible for issues arising from client modifications to the software, changes to hosting environments, third-party service disruptions, or factors outside the Company's reasonable control.
Limitation of Liability
The Company shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or in connection with the use of its services or software, including but not limited to:
Lost profits, revenue, or business opportunities
Business interruption or operational disruptions
Data loss, corruption, or unauthorized access
Costs of procurement of substitute goods or services
Business decisions made based on software data or functionality
Third-party platform outages, API changes, or service disruptions
Security breaches in third-party integrated systems or services
Damage to reputation or goodwill
Regulatory fines or penalties
Indemnification
The client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, contractors, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the client's use of the software and services; (b) the client's violation of these terms; (c) the client's violation of any third-party rights, including intellectual property rights, privacy rights, or contractual obligations; (d) any content, data, or materials provided by the client; (e) business decisions made based on software functionality or data; (f) the client's failure to comply with applicable laws, regulations, or third-party terms of service; or (g) client modifications to the software or deployment environments.
Term and Termination
The initial project term shall be as specified in the service agreement and will commence upon receipt of the initial deposit.
Ongoing maintenance, support, and hosting services may be terminated by either party with thirty (30) days written notice.
Either party may terminate the agreement immediately for cause, including material breach of terms, non-payment exceeding 30 days, violation of confidentiality obligations, or illegal activities.
Upon termination, the client remains responsible for all outstanding payments for work completed and services rendered through the termination date.
Upon full payment and completion of the project, the Company will provide source code, documentation, and deployment instructions as outlined in the service agreement. The Company will provide reasonable assistance with knowledge transfer and system transition.
Provisions relating to confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination of the agreement.
Governing Law and Dispute Resolution
These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction where the Company is registered, without regard to conflict of law principles.
Any disputes arising from or related to these terms shall first be resolved through good faith negotiations between the parties. Both parties agree to attempt to resolve disputes amicably before pursuing formal legal action.
If negotiations fail within thirty (30) days, disputes shall be resolved through binding arbitration or mediation as mutually agreed, or in the courts of competent jurisdiction as specified in the service agreement.
Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, internet or telecommunications failures, third-party service outages, government actions, or pandemics. In such events, the affected party will provide prompt notice to the other party and will use reasonable efforts to minimize the impact.
Amendments
The Company reserves the right to update or modify these terms and conditions at any time. Material changes will be communicated to active clients via email or through the website. Any changes will be effective thirty (30) days after posting on the website or notification to the client, whichever is earlier. Your continued use of our services after such modifications constitutes your acceptance of the revised terms. It is your responsibility to review these terms periodically.
Severability
If any provision of these terms and conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, shall be severed from these terms.
Assignment
The client may not assign or transfer these terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these terms or delegate its obligations to affiliates or in connection with a merger, acquisition, or sale of assets.
Entire Agreement
These terms and conditions, together with any service agreement, statement of work, proposal, or other written agreement accepted by the client, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating to such subject matter.
Waiver
No waiver of any term or condition of these terms shall be deemed a continuing waiver or waiver of any other term or condition. The Company's failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.
Contact Us
If you have any questions, concerns, or requests regarding these Terms and Conditions, please contact us at [email protected]. We will respond to your inquiry within a reasonable timeframe.
By using our custom software development services, you acknowledge that you have read, understood, and agreed to these terms and conditions. If you have any questions or concerns, please contact us before engaging our services.