Last updated: 27/08/2025

These Terms & Conditions of Service (“Terms”) govern your access to and use of the websites, products, software, and professional services provided by TechVerce (“TechVerce,” “we,” “us,” or “our”). By accessing our website, creating an account, signing a proposal or statement of work, or purchasing any products or services from us (collectively, the “Service”), you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity; in that case, “you” and “your” refer to the entity and its users.

If you do not agree to these Terms, do not access or use the Service.

1) Eligibility & Account

1.1 Age & capacity. You represent that you are of the age of majority in your jurisdiction and have the legal capacity to enter into these Terms.
1.2 Account security. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify support@techverce.com of any unauthorized use.

2) Scope of Services; Orders & SOWs

2.1 Proposals/SOWs. Specific deliverables, features, timelines, milestones, and pricing will be set out in one or more written proposals, order forms, or statements of work executed by you and TechVerce (each an “SOW”).
2.2 Precedence. If there is a conflict between these Terms and an SOW, the SOW controls for that SOW.
2.3 Out-of-scope changes. Any feature or task not expressly included in the SOW is out-of-scope and may require a change order, revised timeline, and additional fees.

3) Client Responsibilities

3.1 Inputs & access. You will provide timely information, content, decisions, and access (including to third-party systems) reasonably required for TechVerce to perform the Service.
3.2 Compliance. You are solely responsible for ensuring that your use of the Service and any deployed solution complies with applicable laws, regulations, and industry standards (including privacy, consumer, accessibility, and data retention laws) in all jurisdictions where you operate.
3.3 Content. You are responsible for the accuracy, quality, and legality of any data, content, and materials you provide (“Client Materials”).

4) Delivery, Acceptance & Timelines

4.1 Schedules. Project schedules in an SOW are estimates and may be affected by dependencies, third-party issues, or delays in your inputs. We will keep you reasonably informed of material changes.
4.2 Acceptance. Unless an SOW states otherwise, each deliverable is deemed accepted the earlier of: (a) your written acceptance; (b) your production use; or (c) 7 days after delivery if you have not provided a written list of material, reproducible non-conformities. We will address validated non-conformities in a commercially reasonable timeframe.

5) Fees, Taxes & Payment

5.1 Fees & invoices. Fees and payment schedules are specified in the SOW or order. Unless stated otherwise, invoices are due net 10 days from date of invoice.
5.2 Deposits & milestones. We may require an initial deposit to commence work; subsequent invoices may be milestone-based, time & materials, or subscription, as stated in the SOW.
5.3 Late amounts. Overdue amounts may accrue the lesser of 1.5% per month or the maximum permitted by law. We may suspend the Service for non-payment after reasonable notice.
5.4 Expenses & taxes. You will reimburse reasonable pre-approved travel or out-of-pocket expenses. Fees are exclusive of taxes; you are responsible for all sales, use, VAT/GST, withholding, and similar taxes (excluding taxes on our net income).

6) Intellectual Property

6.1 Client ownership. You retain all rights to Client Materials. You grant TechVerce a non-exclusive, worldwide, royalty-free license to use, host, reproduce, modify, and display Client Materials solely to provide the Service.
6.2 TechVerce pre-existing IP. TechVerce owns all right, title, and interest in and to any tools, know-how, templates, libraries, frameworks, methodologies, and code developed or owned by TechVerce before or independently of the Service (“TechVerce Background IP”).
6.3 Work Product. Unless an SOW states otherwise, upon full payment of all fees for the applicable SOW, we grant you a perpetual, worldwide, non-exclusive license to use, reproduce, and modify the deliverables created specifically for you under that SOW (the “Work Product”) for your internal business purposes. TechVerce retains ownership of the Work Product and all Background IP.
6.4 Open source & third-party components. The Service may incorporate open-source or third-party components governed by their own licenses or terms. You agree to comply with those licenses/terms.

7) Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by a party that is marked confidential or would reasonably be considered confidential.
7.2 Obligations. The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, and will protect it using at least the same care it uses to protect its own confidential information (and no less than reasonable care).
7.3 Exclusions & compelled disclosure. Confidential Information does not include information that is public through no fault, already known without restriction, independently developed, or rightfully received from a third party. If legally required to disclose, the receiving party may do so after giving reasonable notice (if lawful) to allow the disclosing party to seek protection.

8) Data Protection & Security

8.1 Privacy. Your submission of personal data is governed by our Privacy Policy (posted on our website). If TechVerce processes personal data on your behalf as a processor, the parties will execute a data processing addendum (DPA) upon request. You represent that you have provided all notices and have a lawful basis for such processing.
8.2 Security. We implement reasonable technical and organizational measures designed to protect the Service and your data. Credit card information is always encrypted during transmission over networks.
8.3 Data portability. Upon request during the term, and subject to payment of undisputed amounts due, we will export your data in a commonly used format where technically feasible.

9) Publicity & Portfolio Use

Unless an SOW states otherwise, you grant TechVerce the right to use your name, logo, and non-confidential descriptions of the engagement in client lists and marketing materials. You may revoke this permission by written notice; we will make commercially reasonable efforts to comply for new materials going forward.

10) Third-Party Services & Links

The Service may rely on or link to third-party services, APIs, platforms, or websites. TechVerce does not control and is not responsible for third-party services. Your use of them is governed by their own terms.

11) Acceptable Use & Prohibited Conduct

You agree not to: (a) use the Service for unlawful purposes; (b) infringe intellectual-property or privacy rights; (c) upload or transmit malicious code; (d) probe, scan, or test the vulnerability of systems without authorization; (e) scrape or harvest data except as expressly permitted; (f) submit false or misleading information; (g) harass, abuse, defame, or discriminate; or (h) circumvent or interfere with security features. We may suspend or terminate the Service for violations.

12) Warranties & Disclaimers

12.1 Limited service warranty. TechVerce warrants that it will perform professional services in a workmanlike manner using personnel with appropriate skills and experience.
12.2 Exclusive remedy. Your exclusive remedy for breach of the foregoing warranty is for TechVerce to re-perform the non-conforming services, or if we cannot do so within a reasonable time, to refund the portion of fees paid for the non-conforming services.
12.3 General disclaimers. Except as expressly stated in these Terms or an SOW, the Service (including software, deliverables, and documentation) is provided “as is” and “as available” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability. Information on the site may be outdated or include errors; we do not commit to update it except as required by law.

13) Limitation of Liability

To the maximum extent permitted by law:
(a) No indirect damages. Neither party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages; loss of profits, revenue, data, or goodwill; or business interruption, even if advised of the possibility.
(b) Cap. Each party’s aggregate liability arising out of or related to these Terms and any SOW is limited to the amounts paid by you to TechVerce under the applicable SOW in the 12 months before the event giving rise to liability.
(c) Non-excludable liability. The above exclusions do not apply to liability that cannot be excluded by law, or to your payment obligations, or to your breach of Sections 6 (IP), 7 (Confidentiality), or 11 (Acceptable Use).

14) Indemnification

14.1 By you. You will defend, indemnify, and hold harmless TechVerce, its affiliates, and their officers, directors, employees, and agents from and against third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: (a) your misuse of the Service; (b) Client Materials; or (c) your violation of law or these Terms.
14.2 By TechVerce (IP). TechVerce will defend you against third-party claims alleging that the Work Product, as delivered and when used in accordance with these Terms and the SOW, infringes a third party’s intellectual-property right, and will pay final judgments or settlements approved by TechVerce. We may (at our option) procure rights, modify the Work Product, or replace it with a non-infringing equivalent; if none are commercially reasonable, we may terminate the affected SOW and refund prepaid fees for the unused portion. This Section does not apply to claims arising from (i) Client Materials, (ii) combinations with items not supplied by TechVerce, (iii) modifications not made by TechVerce, or (iv) your use after notice to stop.

15) Term, Suspension & Termination

15.1 Term. These Terms start when you first accept them and continue until terminated as provided here. Each SOW has the term stated in it.
15.2 Suspension. We may suspend the Service immediately for non-payment, security risks, or suspected violations of law or these Terms.
15.3 Termination for convenience. Either party may terminate an SOW or these Terms for convenience with 30 days’ written notice, unless an SOW specifies otherwise.
15.4 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms or an SOW and fails to cure within 15 days after written notice.
15.5 Effect. Upon termination, you will pay for (a) all services performed and expenses incurred up to the effective date, and (b) any committed, non-cancelable third-party costs. On request, each party will return or destroy the other’s Confidential Information (subject to archival backups).
15.6 Dormant projects. If you do not respond to project communications for 90 consecutive days, we may treat the project as abandoned, close it, and invoice for work performed to date.

16) Refunds & Returns

Our Refund Policy is published separately and forms part of these Terms. Following the link will redirect to another page: [Refund Policy] (link to be added).

17) Changes to the Service & to these Terms

We may modify, suspend, or discontinue the Service (or any part) at any time. We may update these Terms from time to time. Material changes will be notified by email or by posting on our website. Your continued use after the effective date constitutes acceptance of the updated Terms.

18) Optional Tools; Beta Features

Access to third-party or beta features is provided as is and as available, without warranties or support, and may be modified or discontinued at any time.

19) Compliance; Export; Anti-Corruption

You represent that you and your affiliates are not subject to sanctions and will comply with applicable export, anti-bribery, and anti-corruption laws (including avoiding improper payments to government officials).

20) Notices

Notices must be in writing and are deemed given when sent by email, courier, or certified mail to the contacts below (or as updated by notice):

• To TechVerce: support@techverce.com

21) Assignment & Subcontracting

You may not assign or transfer these Terms or any SOW without our prior written consent (not to be unreasonably withheld). TechVerce may assign to an affiliate or in connection with a merger, acquisition, or sale of assets, and may use subcontractors, remaining responsible for their performance.

22) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, terrorism, labor disputes, utility failures, widespread cloud outages, or acts of government).

23) Miscellaneous

23.1 Independent contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
23.2 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder remains in effect.
23.3 No waiver. Failure to enforce any provision is not a waiver.
23.4 Entire agreement. These Terms, together with all SOWs, order forms, and policies referenced herein (including the Privacy Policy and Refund Policy), constitute the entire agreement and supersede all prior or contemporaneous understandings regarding the subject matter.
23.5 Order of precedence. If there is a conflict, the following order applies: (1) the SOW or order form (most recent controlling), (2) these Terms, (3) any other documents incorporated by reference.
23.6 Governing law & venue. These Terms are governed by the laws of [insert governing-law jurisdiction], without regard to conflicts of law. The parties consent to the exclusive jurisdiction and venue of the courts located in [insert city, state/province, country]. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
23.7 Headings. Headings are for convenience only and do not affect interpretation.
23.8 Survival. Sections 5, 6, 7, 8, 9, 11–15, 19, 20, and 23 survive termination.

Contact

TechVerce
Email: support@techverce.com