Terms & Conditions

1. Acceptance of Terms

By using this website or engaging Devoro LLC (“Devoro”, “we”, “us”), you agree to these Terms. If you enter into a Statement of Work (“SOW”) or written quote with us, that SOW together with these Terms form the agreement (the “Agreement”).

2. Services & SOWs

Work is described in an SOW, order form, or written quote (email is acceptable). If there is a conflict, the SOW controls, then these Terms.

Acceptance of Deliverables. Unless your SOW states otherwise, you will have 5 business days from delivery to review each deliverable and either (a) accept it, or (b) reject it with specific written reasons tied to the SOW. If we do not receive a rejection within that window, the deliverable is deemed accepted. Rejected items will be corrected to meet the SOW and resubmitted for review.

3. Fees, Invoicing, & Payment

• Pricing model: time-and-materials or fixed fee, as stated in the SOW/quote.
• Currencies & methods: invoices may be issued in USD or EUR. Payment via ACH/wire/SEPA. Client is responsible for bank/transfer fees.
• Invoices: issued at milestones or monthly. Payment due: Net 30 days from invoice date.
• Late payment: we may charge the lesser of 1.5% per month or the maximum lawful rate on overdue amounts and may pause work after 7 days’ notice.
• Disputes: notify us in writing within 7 days of invoice receipt; undisputed amounts remain payable.
• Deposits/retainers: none required by default. If a deposit is ever required, it will be stated in the SOW.
• Expenses: pass-through at cost with receipts; pre-approval required for any single expense over $200.
• Taxes: prices exclude taxes; you are responsible for applicable taxes (excluding our income taxes).

4. Client Responsibilities

Provide timely access, decisions, and accurate information; supply lawful assets (copy, logos, data). Your approvals move the project forward. Delays may shift timelines.

5. Intellectual Property

Pre-existing IP & Tools. Our libraries, templates, know-how, and internal tools (“Developer Tools”) remain Devoro’s property. We grant you a non-exclusive, perpetual license to use Developer Tools as embedded in the deliverables.

Deliverables. Upon full payment, we assign to you all right, title, and interest in the final deliverables specifically created for you under the SOW (excluding Developer Tools and third-party components). To the extent permitted by law, our personnel waive moral rights in the deliverables to enable your use.

Third-party/OSS. Open-source and third-party components are licensed under their own terms. We will identify material licenses on request and will not include strong copyleft components without your written approval.

6. Confidentiality

Each party may receive Confidential Information. Use it only for the project, protect it with reasonable care, and do not disclose it except to necessary personnel under similar obligations. Exclusions: information that is public, independently developed, or rightfully received without duty.

7. Publicity

We may list your name and logo and display non-sensitive project details after public launch for portfolio purposes, unless the SOW or a separate NDA says otherwise. You can opt out via email.

8. Data Protection

We handle personal data per our Privacy Policy. If processing personal data as a processor, we will sign a DPA on request (including Standard Contractual Clauses where required). Do not transmit regulated or special-category data unless explicitly scoped in writing.

9. Warranties & Disclaimers

We will perform services in a professional and workmanlike manner.

Bug-fix warranty: for 30 days after acceptance, we will correct reproducible defects that cause material non-conformance with the SOW. This excludes change requests, issues caused by third-party services, or misuse.

Post-launch support: ongoing maintenance/support is not included unless set out in an SOW; available at stated rates.

Otherwise, the services and site are provided “as is” without warranties of merchantability, fitness, or non-infringement to the maximum extent permitted by law.

10. Limitation of Liability

To the fullest extent permitted by law:

• No indirect damages: neither party is liable for lost profits, revenues, or consequential/special damages.
• Cap: each party’s total liability arising out of or related to the Agreement is limited to the fees you paid to Devoro under the applicable SOW in the 3 months before the event giving rise to the claim.

Nothing limits liability for fraud, willful misconduct, or amounts that cannot be limited by law. Carve-outs from the cap: IP infringement claims, breach of confidentiality, and data-protection violations.

11. Indemnification

By Client: you will indemnify Devoro against claims arising from materials you supply or your breach of the Agreement.

By Devoro: we will indemnify you against third-party claims that the final deliverables, as delivered and unmodified, infringe IP rights. Remedies may include replacing/modifying the deliverables to be non-infringing or refunding fees for the affected portion. Exclusions: claims caused by your materials, instructions, or third-party/OSS components used under their licenses.

12. Term, Termination, & Suspension

• Term: from SOW start until completion or termination.
• For convenience: either party may terminate with 14 days’ written notice.
• For cause: either party may terminate for a material breach if not cured within 10 days after notice.
• Effect: you pay for work performed and approved expenses through the effective termination date; we will provide in-progress materials upon payment. We may suspend work for non-payment after notice.

13. Subcontractors

We may use qualified subcontractors and remain responsible for their work and for confidentiality obligations. Where subcontractors process personal data, we will have written processor terms in place.

14. Independent Contractor

We act as an independent contractor. No partnership, employment, or agency is created.

Non-solicitation: during the engagement and for 12 months after, neither party will solicit the other’s employees or dedicated contractors to leave their roles, except via general advertisements not targeted at the other party. If this restriction is breached, the breaching party will pay a liquidated amount equal to 25% of the first-year compensation for the hired person.

15. Compliance

Each party will comply with applicable laws, including export controls, anti-bribery/anti-corruption, and sanctions rules.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Delaware, without regard to conflicts rules. Venue: state or federal courts located in Wilmington, Delaware. Each party consents to jurisdiction and venue.

17. Force Majeure

Neither party is liable for failures beyond its reasonable control (e.g., outages, acts of God, war, labor issues). Performance will resume promptly when the cause ends. Either party may terminate the Agreement if the force-majeure event continues for more than 30 days.

18. Assignment

Neither party may assign the Agreement without the other’s consent, except to an affiliate or in a merger/sale, provided the assignee assumes all obligations.

19. Notices

Send legal notices to:

Email: info@devoro.technology
Mailing address: Devoro LLC, 1209 MOUNTAIN ROAD PL NE STE N, ALBUQUERQUE, NM 87110 USA

Notices are deemed given on receipt (or next business day for email).

20. Entire Agreement; Order of Precedence; Waiver; Severability

This Agreement (SOW + these Terms) is the entire agreement between the parties on its subject matter. If there is a conflict, the SOW controls. Failure to enforce is not a waiver. If a term is unenforceable, the remainder remains in effect.