Terms and Conditions

These Terms and Conditions govern services provided by Devsoft Solutions, LLC ("Devsoft," "we," "us," "our") to clients ("Client," "you"). By engaging us for services, you agree to these Terms. A signed Statement of Work ("SOW") may modify or supplement these Terms, and where it does, the SOW takes precedence as to its specific subject matter.

1. Services

We provide professional services as described in a Statement of Work. Where an SOW conflicts with these Terms, the SOW controls only as to its specific subject matter. Terms or conditions printed on a purchase order, vendor portal, click-through, or similar document are not binding on us. Any change in scope must be agreed in writing and may affect fees or schedule. We are relieved of our obligations to the extent that Client fails to fulfill its responsibilities under an SOW or fails to provide information, access, or decisions reasonably required for our performance.

2. Invoices and payment

Unless an SOW provides otherwise, we invoice monthly for services plus reimbursable expenses. We may require an upfront payment of twenty percent (20%) of the SOW value at the time of order. Invoices are due within thirty (30) days of receipt. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, accruing from the due date. We may suspend services for any overdue invoice. Invoices that are thirty (30) or more days past due constitute a material breach.

Reimbursable travel and out-of-pocket expenses are payable by Client only as expressly authorized in the applicable SOW or otherwise approved by Client in writing. Where authorized, reimbursable travel includes economy airfare, ground transportation, lodging, and meals at reasonable rates. Client is responsible for all sales, use, value-added, and similar taxes arising from the services, other than taxes based on our net income.

3. Acceptance

Client has three (3) business days from receipt of a deliverable to test it and provide written notice of any nonconformity with the applicable specifications. Deliverables are deemed accepted if no such notice is received within that period, or if Client uses the deliverable in a production or live environment, whichever occurs first.

4. Warranties

We warrant that services will be performed in a professional manner consistent with industry standards, and that deliverables will substantially conform to their written specifications for thirty (30) days after acceptance. These warranties require that: software has not been modified by anyone other than us; equipment and the operating environment have not been changed in a way that affects the deliverable; Client has provided adequate computer capacity and a suitable operating environment; the nonconformity has not been caused by Client, by Client's third parties, or by misuse; we have been promptly notified in writing of the issue; and all undisputed fees due to us have been paid.

If a deliverable does not conform within the warranty period and we are unable to bring it into substantial conformance, Client's sole and exclusive remedy is termination of the affected SOW and refund of fees paid for the nonconforming deliverable.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR RESULT WILL BE ACHIEVED.

5. Limitation of liability

Neither party is liable to the other for lost profits, lost goodwill, lost data, business interruption, or any indirect, special, incidental, exemplary, or consequential damages, regardless of the legal theory and even if advised of the possibility of such damages. Our aggregate liability under any SOW will not exceed the lesser of (a) one hundred twenty-five percent (125%) of the fees paid under that SOW, or (b) one hundred thousand United States dollars ($100,000). For SOWs of more than twelve (12) months, the cap is the lesser of one hundred twenty-five percent (125%) of the fees paid in the preceding twelve (12) months or one hundred thousand United States dollars ($100,000). These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

6. Termination

Either party may terminate a time-and-materials SOW for convenience on thirty (30) days' written notice; during the notice period, Client must continue to engage our staff at the levels in effect at the time of notice unless we agree otherwise in writing. Either party may terminate any SOW for material breach if the breach is not cured within thirty (30) days after written notice. We may terminate any SOW immediately if Client becomes insolvent or files for bankruptcy protection.

Upon termination, Client will pay all fees and pro-rata charges for work performed and expenses incurred through the effective date of termination. We may withhold delivery of work in progress and final deliverables until all undisputed amounts owed have been paid. Upon termination, Client will return or, at our request, destroy any of our pre-release deliverables, proprietary materials, and Confidential Information.

7. Confidential information

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information may not be disclosed without the owner's prior written consent and may not be used for the recipient's own benefit. Recipients will protect Confidential Information using at least the same degree of care they use to protect their own confidential information of like importance, and in any event no less than a reasonable degree of care.

These restrictions do not apply to information that is or becomes publicly available through no fault of the recipient, was already known to the recipient without confidentiality obligation, was independently developed by the recipient without use of Confidential Information, or is rightfully obtained from a third party not under a confidentiality obligation. If disclosure is required by law, the recipient will, where legally permitted, give prompt notice so the owner may seek a protective order.

On request or on completion of services, Confidential Information will be returned or destroyed, except that we may retain a single archival copy of work product subject to ongoing confidentiality obligations, and each party may retain information to the extent required by applicable law, regulation, or bona fide records-retention policy.

8. Intellectual property

Each party retains all right, title, and interest in its pre-existing intellectual property, including any tools, templates, methodologies, frameworks, know-how, or general techniques that we use or develop independently of any SOW. To the extent we incorporate any such pre-existing or independently-developed materials into a deliverable, we grant Client a non-exclusive, worldwide, royalty-free license to use them solely as part of and to the extent necessary for the use of the deliverable, subject to Client's payment of all applicable fees. Subject to the foregoing and Client's payment in full, Client owns the deliverables specifically created for Client under an SOW.

9. Non-solicitation

During the term of any SOW and for twelve (12) months after its termination or expiration, neither party will directly or indirectly solicit for employment any employee or contractor of the other party who was substantially involved in the engagement, except through general public advertising or job postings not specifically targeted at the other party's personnel.

10. Insurance

We maintain commercial general liability and professional liability (errors and omissions) insurance in commercially reasonable amounts appropriate to our business. Certificates of insurance evidencing coverage are available to Client upon written request.

11. Indemnification

Each party will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising from: (a) the indemnifying party's breach of these Terms, (b) the indemnifying party's violation of applicable law, or (c) the indemnifying party's gross negligence or willful misconduct. The indemnified party will give prompt written notice of any claim, allow the indemnifying party to control the defense and settlement (provided that any settlement requiring an admission of liability or payment by the indemnified party requires the indemnified party's consent), and reasonably cooperate at the indemnifying party's expense.

12. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental action, civil unrest, internet or utility failures, cyber-attacks, and acts or omissions of telecommunications carriers. Payment obligations are not excused by this section.

13. Marketing and references

We may identify Client as a customer in our case studies, reference lists, and marketing materials, including by use of Client's name and logo, subject to confidentiality obligations and any specific restrictions set forth in the applicable SOW. Client may withdraw this permission at any time by written notice, prospectively only.

14. Notices

Legal notices under these Terms must be in writing and delivered by email to info@devsoft.com with a confirmed read receipt or delivery acknowledgment, or by nationally recognized overnight courier or certified mail (return receipt requested) to the address listed below. Notices are effective upon receipt or, if delivery is refused, upon the date of attempted delivery.

15. Assignment

Neither party may assign these Terms or any SOW without the other party's prior written consent, which will not be unreasonably withheld. We may assign without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided that the assignee assumes all obligations under these Terms. Any attempted assignment in violation of this section is void.

16. Waiver and severability

No waiver of any breach is effective unless in writing and signed by the waiving party, and no waiver constitutes a continuing waiver of any other breach. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions remain in full effect.

17. Entire agreement

These Terms, together with any signed SOW, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous understandings, communications, or agreements, written or oral. There are no third-party beneficiaries of these Terms.

18. Miscellaneous

We are an independent contractor and have no authority to bind Client. Sections 2, 4, 5, 7, 8, 9, 11, 12, 14, 15, 17, and any others that by their nature should survive will survive termination. Neither party may set off amounts owed against amounts due to the other except as required by law. The relationship between the parties is non-exclusive; we may provide similar services to other clients, including competitors of Client.

19. Governing law and venue

These Terms and any SOW are governed by the laws of the United States and of the State of South Carolina, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Exclusive jurisdiction and venue for any dispute lies in the state and federal courts located in Greenville County, South Carolina, and each party consents to personal jurisdiction in those courts.

Contact

Questions about these Terms can be sent to info@devsoft.com, or by mail to:

Devsoft Solutions, LLC
141 Traction St
Greenville, SC 29611