Terms of Service
Effective Date: October 6, 2025
Last Updated: October 6, 2025
These Terms of Service (“Terms”) govern your access to and use of Startup Company’s IT services, website, and related offerings (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Eligibility & Account
You must be at least 18 years old to use the Services. When creating an account, you agree to provide accurate information, keep your credentials secure, and notify us of any unauthorized use. You are responsible for all activities under your account.
2. Scope of Services
We provide professional IT services which may include software development, integration, maintenance and support, consulting, and cloud-related work. Specific deliverables, timelines, and fees may be set out in a separate statement of work, order form, or proposal (each, an “Order”). In the event of a conflict, the Order prevails over these Terms.
3. Fees, Billing & Taxes
- Fees are as specified in the applicable Order or price quotation.
- Invoices are payable as stated; late payments may incur interest or suspension of Services.
- You are responsible for applicable taxes, except taxes based on our net income.
4. Acceptable Use
You agree not to, and not to allow others to:
- Violate any applicable law or third-party rights.
- Upload or transmit malware or harmful code.
- Attempt to gain unauthorized access to systems or data.
- Interfere with or disrupt the integrity or performance of the Services.
5. Customer Responsibilities
- Provide timely access, information, and approvals reasonably required to deliver the Services.
- Ensure your materials and instructions are lawful and do not infringe third-party rights.
- Maintain appropriate backups of your data unless expressly included in an Order.
6. Confidentiality
Each party may receive non-public information marked or reasonably considered confidential (“Confidential Information”). The receiving party will use such information only to perform under these Terms, protect it with reasonable care, and not disclose it to third parties except to personnel and service providers under similar obligations. This section survives termination.
7. Intellectual Property
- Your Materials: You retain ownership of content, data, and materials you provide. You grant us a limited license to use them solely to deliver the Services.
- Our Materials: We retain ownership of pre-existing IP, tools, templates, and know-how. Unless the Order states otherwise, we grant you a non-exclusive, non-transferable license to use deliverables for your internal business purposes.
8. Third-Party Services
The Services may integrate with third-party products (e.g., cloud hosting, payment processors). Your use of such products is governed by the third-party terms, and we are not responsible for their actions, content, or availability.
9. Data Protection & Privacy
Our handling of personal information is described in our Privacy Policy. By using the Services, you consent to such processing. Where data processing agreements or regional addenda (e.g., GDPR/CCPA/APPs/DPDP) are required, they may be incorporated into the applicable Order.
10. Warranties & Disclaimers
- We warrant that we will provide the Services in a professional and workmanlike manner consistent with industry standards.
- EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR PAYMENT OBLIGATIONS OR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT.
12. Indemnification
You agree to defend, indemnify, and hold harmless Startup Company and our affiliates, officers, employees, and agents from and against claims arising from (a) your use of the Services in violation of these Terms or law; (b) your content or instructions; or (c) your violation of third-party rights.
13. Suspension & Termination
- We may suspend or terminate access for breach, legal risk, or non-payment.
- You may terminate for convenience by providing written notice as set out in the applicable Order.
- Upon termination, you must cease use of our materials and pay any accrued fees.
14. Governing Law & Dispute Resolution
These Terms are governed by the laws of Startup, without regard to conflicts of laws principles. Any dispute will be subject to the exclusive jurisdiction of the courts located in Startup. The parties will first attempt to resolve disputes through good-faith negotiations.
15. Changes to the Terms
We may update these Terms from time to time. The updated version will be posted at this URL with a revised “Last Updated” date. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.
16. General
- Notices: We may send notices to the email address associated with your account.
- Assignment: You may not assign these Terms without our written consent; we may assign as part of a merger or sale.
- Severability: If a provision is unenforceable, the remainder stays in effect.
- No Waiver: Failure to enforce a provision is not a waiver.
- Entire Agreement: These Terms and any Orders constitute the entire agreement regarding the Services.
17. Contact
Also see our Privacy Policy.