Terms of Service

Welcome to Aurixo. These Terms of Service ("Terms") govern your access to and use of our website and software development services. By accessing our website or engaging our services, you agree to be bound by these Terms.

Please read these Terms carefully before using our services. If you do not agree with these Terms, you may not access or use our services.

1. Definitions

• "Services" refers to all software development, consulting, and related services provided by Aurixo
• "Client" or "you" refers to the individual or entity engaging our services
• "Project" refers to the specific work scope defined in a Statement of Work or Project Agreement
• "Deliverables" refers to the work product, code, documentation, or other materials produced as part of a Project
• "Agreement" refers to these Terms together with any Statement of Work, Project Agreement, or other written agreement between you and Aurixo

2. Services Description

Aurixo provides freelance software development services, including but not limited to:

• Full-stack web application development
• Mobile application development
• API design and development
• Database architecture and optimization
• Technical consulting and code review
• Software maintenance and support
• Custom software solutions

Specific services, scope, timelines, and deliverables will be defined in a separate Statement of Work or Project Agreement for each engagement.

3. Engagement Process

Consultation

Prospective clients may request a consultation to discuss project requirements. Initial consultations are provided at no charge and do not create any obligation on either party.

Project Agreement

Before commencing work, both parties must agree to and sign a Statement of Work or Project Agreement that includes:

• Detailed project scope and requirements
• Timeline and milestones
• Payment terms and fees
• Deliverables and acceptance criteria
• Any project-specific terms or conditions

4. Payment Terms

Fees and Billing

Payment terms will be specified in each Project Agreement. Common arrangements include:

• Fixed Price: A predetermined total fee for the entire project
• Hourly Rate: Payment based on actual hours worked
• Milestone-Based: Payments tied to completion of specific project phases
• Retainer: Ongoing monthly fee for continued services

Payment Schedule

Unless otherwise agreed, standard payment terms are:

• 50% deposit required before project commencement
• Progress payments at agreed milestones
• Final payment due upon project completion
• Net 14 days for invoiced amounts

Late Payments

Late payments may be subject to a late fee of 1.5% per month or the maximum amount allowed by law, whichever is less. We reserve the right to suspend work on your project if payments are more than 14 days overdue.

5. Intellectual Property Rights

Client-Owned IP

Upon full payment of all fees, you will own the intellectual property rights to custom code and deliverables specifically created for your project, subject to the exclusions below.

Aurixo-Owned IP

Aurixo retains ownership of:

• Pre-existing code, libraries, frameworks, and tools
• Reusable components and general methodologies
• Any code or materials created outside the scope of your project

Third-Party Components

Projects may incorporate third-party open-source libraries and frameworks, which remain subject to their respective licenses. We will disclose all significant third-party dependencies.

Portfolio Rights

Unless specifically prohibited in writing, Aurixo reserves the right to use project work in portfolios, case studies, and marketing materials. Confidential or sensitive information will be redacted or anonymized.

6. Confidentiality

We understand that you may share sensitive business information during our engagement. We agree to:

• Maintain the confidentiality of all proprietary information
• Use confidential information solely for performing services
• Not disclose confidential information to third parties without consent
• Return or destroy confidential materials upon project completion

Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

7. Client Responsibilities

To ensure successful project completion, you agree to:

• Provide timely access to necessary resources, systems, and information
• Designate a primary point of contact for project communications
• Review deliverables and provide feedback within agreed timeframes
• Make timely decisions on project-related matters
• Provide accurate and complete requirements
• Ensure you have authority to share any materials or information provided

Delays caused by failure to meet these responsibilities may result in project timeline extensions and additional fees.

8. Warranties and Disclaimer

Our Warranties

Aurixo warrants that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the services
• Deliverables will substantially conform to agreed specifications
• We will comply with applicable laws and regulations

Warranty Period

Unless otherwise agreed, we provide a 30-day warranty period from project delivery. During this period, we will fix bugs or defects in deliverables at no additional charge.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted or error-free, or that all defects will be corrected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Total Liability: Our total liability for any claims arising from or related to our services shall not exceed the total fees paid by you for the specific project giving rise to the claim
• Excluded Damages: We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, or business interruption
• Time Limit: No action may be brought against us more than one (1) year after the cause of action arises

These limitations apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

10. Indemnification

You agree to indemnify and hold harmless Aurixo from any claims, damages, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your misuse of deliverables or services
• Content, data, or materials you provide
• Your violation of any third-party rights
• Your violation of applicable laws or regulations

11. Termination

Termination by Client

You may terminate a project at any time with written notice. You will be responsible for:

• Payment for all work completed up to the termination date
• Any non-refundable expenses incurred
• A cancellation fee (if specified in the Project Agreement)

Termination by Aurixo

We may terminate a project or these Terms if:

• You fail to make timely payments
• You breach these Terms or the Project Agreement
• You fail to provide necessary cooperation or materials
• Continuation would violate applicable laws

Effect of Termination

Upon termination, you must pay all outstanding fees. We will deliver work completed to date. Provisions regarding confidentiality, intellectual property, liability, and indemnification survive termination.

12. Changes to Project Scope

Any changes to the agreed project scope must be documented in writing and may result in:

• Adjusted timeline and delivery dates
• Additional fees based on the scope of changes
• Modified deliverables or acceptance criteria

We will provide an estimate for scope changes before proceeding with additional work.

13. Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond reasonable control, including acts of God, war, terrorism, labor disputes, governmental actions, internet or utility failures, or other force majeure events. The affected party will provide prompt notice and use reasonable efforts to resume performance.

14. Independent Contractor Relationship

Aurixo is an independent contractor, not an employee, agent, or partner of the Client. We retain sole control over how services are performed. Nothing in these Terms creates an employment, partnership, or joint venture relationship.

15. Communications and Notices

Official notices must be sent in writing to:

Notices are effective upon receipt. Routine communications may be conducted via email or project management tools.

16. Dispute Resolution

Good Faith Negotiation

In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiation.

Mediation

If negotiation fails, parties agree to attempt mediation before pursuing legal action.

Governing Law

These Terms shall be governed by and construed in accordance with the laws applicable in our jurisdiction, without regard to conflict of law principles. Any legal action must be brought in the courts of that jurisdiction.

17. General Provisions

Entire Agreement

These Terms, together with any Project Agreement or Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

Amendments

We may modify these Terms at any time. Material changes will be communicated with reasonable notice. Continued use of our services constitutes acceptance of modified Terms.

Assignment

You may not assign or transfer these Terms or any Project Agreement without our prior written consent. We may assign our rights and obligations with notice to you.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver

No waiver of any term shall be deemed a further or continuing waiver of that term or any other term.

Headings

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

18. Acceptance

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