Terms of Service

Effective Date: February 2, 2026
Last Updated: February 2, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AIvance Works ("Company," "we," "us," or "our") governing your use of our website and professional services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our website or services.

2. Services Overview

2.1 Professional Services

AIvance Works provides professional software engineering and consulting services, including but not limited to:

Cloud engineering and infrastructure services
Full-stack application development
Artificial intelligence and machine learning solutions
Data engineering and analytics
DevOps and CI/CD automation
Enterprise integration and migration services
Security and compliance consulting

2.2 Project-Based Engagements

All services are provided on a project-by-project basis under individual service agreements or statements of work (SOWs). Each project engagement is subject to:

A mutually agreed scope of work
Defined deliverables and timelines
Specific pricing and payment terms
Project-specific terms that supplement these general Terms

2.3 No Portal or Subscription Services

We do not currently offer:

Client portal access for self-service
Subscription-based service plans
Automated or productized services
File upload or hosting services

3. Eligibility

3.1 Age and Capacity

You must be:

At least 18 years of age
Legally capable of entering into binding contracts
Authorized to represent the entity (if engaging on behalf of a business)

3.2 Business Clients

If you are engaging our services on behalf of an organization:

You represent that you have authority to bind that organization to these Terms
All references to "you" include both you individually and the organization
The organization is responsible for your compliance with these Terms

4. Engagement Process

4.1 Consultation and Proposal

Initial consultations are provided at no cost or at agreed consulting rates
We will provide a proposal outlining scope, timeline, and pricing
Proposals are valid for 30 days unless otherwise stated

4.2 Service Agreement

Services commence upon:

Execution of a Master Services Agreement (MSA) or project-specific contract
Receipt of signed Statement of Work (SOW)
Payment of any required deposit or initial payment

4.3 Scope Changes

Changes to project scope require written approval from both parties
Scope changes may affect timeline and pricing
We will provide a change request document outlining impacts
Additional work outside the original scope will be billed separately

5. Payment Terms

5.1 Pricing Models

We offer the following pricing structures:

Fixed-Price Projects: Agreed total price for defined deliverables
Time & Materials (T&M): Hourly rates for actual time worked
Dedicated Team: Monthly rates for dedicated resources
Retainer: Pre-paid hours at discounted rates
Hybrid: Combination of fixed-price and T&M

Specific pricing is outlined in your project agreement.

5.2 Payment Schedule

Unless otherwise agreed in writing:

Fixed-Price Projects:
- 30% upon contract signing
- 40% upon completion of development phase
- 30% upon final delivery and acceptance
Time & Materials:
- Invoiced bi-weekly or monthly
- Payment due within 15 days of invoice date
Retainer/Dedicated Team:
- Invoiced monthly in advance
- Payment due within 15 days of invoice date

5.3 Invoicing

Invoices are sent via email in PDF format
Invoices include detailed breakdown of work performed
Payment can be made via bank transfer, check, or other agreed methods
We do not process credit card payments directly

5.4 Late Payments

Late payments may incur interest at 1.5% per month (or maximum allowed by law)
We reserve the right to suspend services for accounts overdue by 30+ days
Client remains responsible for payment of all completed work
Client is responsible for collection costs and legal fees if necessary

5.5 Disputed Invoices

Notify us in writing within 10 days of invoice date if you dispute charges
Payment of undisputed amounts must proceed as scheduled
We will work with you in good faith to resolve disputes

5.6 Expenses

Out-of-pocket expenses (travel, software licenses, etc.) are billed separately unless included in project pricing
Expenses require client pre-approval for amounts exceeding $500
Expenses are invoiced with receipts/documentation

6. Intellectual Property Rights

6.1 Client-Owned Deliverables

Upon full payment, you own:

Custom code developed specifically for your project
Design assets created specifically for your project
Documentation and deliverables outlined in the SOW

Ownership transfers upon final payment only.

6.2 Company-Owned Property

We retain all rights to:

Pre-existing code, frameworks, libraries, and tools
Methodologies, processes, and know-how
General knowledge and skills acquired during the project
Reusable components not specific to your project

6.3 Third-Party Components

Projects may include third-party open-source components
Such components are subject to their respective licenses
We will disclose material third-party dependencies
You are responsible for compliance with third-party licenses

6.4 License to Company Materials

You grant us a non-exclusive license to use:

Your trademarks, logos, and brand materials solely for project delivery
Project information for case studies and portfolio (with your prior written consent)

6.5 Confidentiality

Both parties agree to:

Maintain confidentiality of proprietary information
Not disclose confidential information without written consent
Use confidential information solely for the purposes of the engagement
Return or destroy confidential information upon request

7. Warranties and Representations

7.1 Our Warranties

We warrant that:

Services will be performed in a professional and workmanlike manner
We have the right and authority to provide the services
Services will conform to specifications outlined in the SOW
We will use qualified personnel with appropriate skills

7.2 Warranty Period

30-day warranty on deliverables covering defects in workmanship
Warranty covers bugs and errors in custom code we develop
Warranty does not cover issues arising from:
- Client modifications to our work
- Third-party software or services
- Changes in client environment or infrastructure
- Misuse or improper implementation

7.3 Warranty Remedies

We will correct defects at no additional charge during warranty period
If defects cannot be corrected, we may refund fees paid for defective portion
This is your sole and exclusive remedy for breach of warranty

7.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
TITLE
ACCURACY, RELIABILITY, OR COMPLETENESS

WE DO NOT WARRANT THAT:

Services will meet all your requirements
Services will be uninterrupted or error-free
Results obtained will be accurate or reliable
Defects will be corrected (except as stated in Section 7.3)

8. Limitation of Liability

8.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

8.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
COST OF SUBSTITUTE SERVICES
BUSINESS INTERRUPTION
REPUTATIONAL HARM

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

8.3 Exceptions

The limitations in Sections 8.1 and 8.2 do not apply to:

Our gross negligence or willful misconduct
Our breach of confidentiality obligations
Our infringement of your intellectual property rights
Claims that cannot be limited by applicable law

8.4 Essential Purpose

These limitations are an essential element of the agreement between us. We would not provide services at the agreed pricing without these limitations.

9. Indemnification

9.1 Your Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Your use of our services
Your violation of these Terms
Your violation of any third-party rights
Content or information you provide to us
Your negligence or willful misconduct

9.2 Our Indemnification

We agree to indemnify you from third-party claims that our services infringe a third party's intellectual property rights, provided you:

Promptly notify us of the claim
Give us sole control of the defense and settlement
Provide reasonable cooperation in the defense

Our obligation does not apply if infringement arises from:

Your modification of our deliverables
Your combination of deliverables with other materials
Your use of deliverables outside the scope specified
Third-party components

Our remedy for infringement claims, at our option:

Obtain rights for you to continue using the deliverables
Modify deliverables to be non-infringing
Replace deliverables with non-infringing alternatives
Terminate the agreement and refund fees paid

10. Client Responsibilities

10.1 Cooperation

You agree to:

Provide timely information, materials, and decisions necessary for project completion
Designate a point of contact with authority to make decisions
Provide timely feedback and approvals
Make personnel available for meetings and reviews as needed

10.2 Access and Resources

You will provide:

Access to systems, data, and environments necessary for service delivery
Necessary credentials and permissions
Testing and staging environments as required
Timely access to stakeholders and subject matter experts

10.3 Third-Party Services

If your project requires third-party services:

You are responsible for obtaining and paying for such services
You must ensure we have necessary access and permissions
We are not responsible for performance or availability of third-party services

10.4 Delays

Delays caused by your failure to fulfill responsibilities may:

Extend project timelines without penalty to us
Result in additional fees if delays require extra work
Not constitute breach of contract on our part

11. Termination

11.1 Termination by Either Party

Either party may terminate with 30 days written notice, except:

Fixed-price projects may not be terminated without mutual agreement
Termination does not relieve payment obligations for work completed

11.2 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to cure within 15 days of written notice
Becomes insolvent or files for bankruptcy
Engages in fraud, illegal activity, or gross negligence

11.3 Effects of Termination

Upon termination:

You must pay for all work completed through termination date
We will deliver work-in-progress (if paid for)
We will return your confidential information
Rights and obligations that by nature should survive will survive

11.4 Surviving Provisions

The following sections survive termination:

Payment obligations for work completed
Intellectual Property Rights (Section 6)
Confidentiality obligations
Warranties, Disclaimers, and Limitations of Liability (Sections 7-8)
Indemnification (Section 9)

12. Confidentiality

12.1 Definition

"Confidential Information" includes:

Business plans, strategies, and financial information
Technical information, source code, and designs
Client lists, pricing, and business methods
Any information marked or identified as confidential
Information that would reasonably be considered confidential

12.2 Obligations

Both parties agree to:

Protect confidential information using reasonable care (no less than used for own information)
Not disclose confidential information except as permitted
Use confidential information only for purposes of the engagement
Limit access to employees and contractors with a need to know

12.3 Exceptions

Obligations do not apply to information that:

Is or becomes publicly available through no breach
Was rightfully known prior to disclosure
Is independently developed without using confidential information
Is required to be disclosed by law or court order (with notice to disclosing party)

12.4 Return of Information

Upon termination or request:

Return or destroy all confidential information
Provide written certification of destruction if requested
Permitted to retain one copy for legal compliance purposes

13. Independent Contractor

13.1 Relationship

We are an independent contractor, not your employee, agent, or partner. This relationship:

Does not create employment, partnership, or joint venture
Does not give us authority to bind you to obligations
Makes us responsible for our own taxes and benefits
Means we control how services are performed (subject to your specifications)

13.2 No Employee Benefits

We are not entitled to:

Employee benefits, insurance, or retirement plans
Workers' compensation coverage
Unemployment insurance
Any employment-related benefits

14. Website Use

14.1 Acceptable Use

When using our website, you agree not to:

Violate any applicable laws or regulations
Infringe intellectual property rights
Transmit viruses, malware, or harmful code
Attempt unauthorized access to our systems
Collect information about other users
Use automated tools to access the website (scrapers, bots)
Impersonate others or provide false information
Interfere with website operation or other users' access

14.2 Content Accuracy

Website content is for informational purposes only
Information may change without notice
We do not warrant accuracy or completeness of website content
Website content does not constitute professional advice

14.3 Third-Party Links

Our website may link to third-party websites
We are not responsible for third-party content or practices
Links do not imply endorsement
You access third-party sites at your own risk

15. Communications

15.1 Electronic Communications

You consent to receive communications from us electronically, including:

Emails about services, projects, and invoices
Website notifications and updates
Marketing communications (you may opt-out)

Electronic communications satisfy legal requirements for written communication.

15.2 Contact Information

You agree to:

Provide accurate contact information
Update contact information promptly if it changes
Monitor email and respond to communications in a timely manner

15.3 Marketing Communications

We may send you:

Newsletters and service updates
Information about new offerings
Industry insights and content

You may unsubscribe at any time using the link in our emails or by contacting us.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal proceedings, parties agree to:

Notify the other party in writing of the dispute
Attempt good-faith negotiation for 30 days
Escalate to senior management if needed

16.2 Governing Law

These Terms are governed by the laws of:

[State], United States (if you are in the U.S.)
Your local jurisdiction (if outside the U.S., subject to mutual agreement)

Without regard to conflict of law provisions.

16.3 Jurisdiction and Venue

For U.S. clients:

Exclusive jurisdiction and venue in state and federal courts located in [State/County]
Both parties consent to personal jurisdiction in these courts

For international clients:

Disputes subject to arbitration or jurisdiction as mutually agreed in project contracts

16.4 Arbitration (Optional - if desired)

[If you want to include mandatory arbitration]:

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration location: [City, State]
Arbitrator's decision is final and binding
Each party bears its own costs plus half of arbitration fees
Class actions are waived

[Or, if you prefer litigation]:

Each party retains the right to seek relief in court for:

Intellectual property disputes
Confidentiality breaches
Collection of unpaid fees

17. Force Majeure

We are not liable for failure to perform due to events beyond our reasonable control, including:

Natural disasters, pandemics, or public health emergencies
War, terrorism, or civil unrest
Government actions or regulations
Internet or telecommunications failures
Strikes or labor disputes
Supplier failures

If a force majeure event occurs:

We will notify you promptly
Performance obligations are suspended during the event
We will use reasonable efforts to mitigate impact
Either party may terminate if event continues for 60+ days

18. General Provisions

18.1 Entire Agreement

These Terms, together with any SOWs or project agreements, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

18.2 Amendments

We may update these Terms by:

Posting updated Terms on our website
Notifying you of material changes
Updating the "Last Updated" date

Continued use after changes constitutes acceptance. For existing projects, the Terms in effect at project commencement apply.

18.3 Severability

If any provision is found invalid or unenforceable:

That provision will be limited or eliminated to minimum extent necessary
Remaining provisions remain in full effect
Invalid provisions will be replaced with valid provisions closest to original intent

18.4 Waiver

Failure to enforce any provision does not waive our right to enforce it later. Waiver of one breach does not waive subsequent breaches.

18.5 Assignment

You may not assign these Terms without our written consent
We may assign to affiliates or in connection with a merger/acquisition
Any purported assignment in violation is void

18.6 Notices

Notices must be in writing and sent to:

To AIvance Works:
Email: [email protected]
Address: [Your Business Address]

To You:
Email address provided in your project agreement

Notices are effective:

Email: Upon sending (with read receipt or confirmation)
Mail: 3 business days after mailing

18.7 No Third-Party Beneficiaries

These Terms are solely for the benefit of you and us. No third party has rights to enforce these Terms.

18.8 Headings

Section headings are for convenience only and do not affect interpretation.

18.9 Language

These Terms are in English. Any translations are for convenience only. The English version controls in case of conflict.

19. Export Control

You acknowledge that our services and deliverables may be subject to export control laws. You agree to:

Comply with all applicable export laws and regulations
Not export or re-export in violation of such laws
Obtain necessary licenses for export

You represent that you are not:

Located in an embargoed country
Listed on any government prohibited parties list
Engaged in activities prohibited by export laws

20. Anti-Corruption

Both parties agree to:

Comply with all anti-corruption laws (including U.S. Foreign Corrupt Practices Act)
Not offer, pay, or accept bribes or improper payments
Maintain accurate books and records
Cooperate with any investigations into potential violations

21. Insurance

We maintain professional liability insurance appropriate for our services. Certificate of insurance available upon request for projects exceeding $100,000.

22. Subcontractors

We may engage subcontractors to perform services, provided:

Subcontractors are subject to obligations no less protective than these Terms
We remain responsible for subcontractor performance
We will disclose use of subcontractors if requested

23. Taxes

23.1 Your Responsibility

You are responsible for all taxes arising from the services, except taxes based on our net income.

23.2 Sales Tax

If applicable, sales tax will be added to invoices unless you provide a valid exemption certificate.

23.3 Withholding

If you are required to withhold taxes:

Provide us with documentation of withholding
Pay us the full amount and separately remit withheld taxes
Provide proof of tax payment to authorities

24. Feedback

If you provide feedback, suggestions, or ideas about our services:

We may use feedback without restriction or compensation
You grant us all rights to use feedback
Feedback is non-confidential
We are not obligated to use or implement feedback

25. Contact Information

For questions about these Terms or our services:

AIvance Works

General Inquiries: [email protected]
Legal Matters: [email protected]
Billing: [email protected]
Website: [www.aivanceworks.com]
Address: [Your Business Address]
Phone: [Phone Number]

Acceptance

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

If you do not agree to these Terms, do not use our website or services.

For business clients, by signing a project agreement or SOW that references these Terms, you agree to these Terms on behalf of your organization.

AIvance Works
Enterprise Software Engineering & AI Innovation Consultancy

Last Updated: February 2, 2026