Effective date: 1 January 2025
These Terms of Service ("Terms") govern your access to and use of the services provided by LaxenTech ("we", "us", "our"). By engaging our services or accessing our website, you agree to be bound by these Terms. If you do not agree, you should not use our services.
Acceptance of terms
By accessing our website, submitting a contact form, or entering into a statement of work or service agreement with LaxenTech, you acknowledge that you have read, understood and agree to be bound by these Terms, together with our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
Services
LaxenTech provides custom software engineering, systems integration, cloud infrastructure, data engineering, API design and technical audit services. The specific scope, deliverables, timelines and fees for each engagement are defined in a separate statement of work ("SOW") or service agreement executed by both parties. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail with respect to that engagement.
Payment terms
Unless otherwise specified in the applicable SOW:
- Invoices are issued monthly in arrears for time-and-materials engagements, or per the milestone schedule defined in the SOW for fixed-price engagements.
- Payment is due within 30 days of invoice date.
- Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
- We reserve the right to suspend services if payment is overdue by more than 15 business days.
Intellectual property
Unless otherwise agreed in writing:
- All custom software, code and deliverables created specifically for the client under a SOW are assigned to the client upon full payment of all applicable fees.
- LaxenTech retains ownership of pre-existing tools, libraries, frameworks and methodologies ("LaxenTech IP") used in the delivery of services. Where LaxenTech IP is incorporated into a deliverable, the client receives a non-exclusive, perpetual, royalty-free licence to use that LaxenTech IP solely as part of the delivered solution.
- Neither party may use the other party's trademarks, logos or brand assets without prior written consent.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with an engagement, including but not limited to technical specifications, business plans, pricing, source code and client data. Confidentiality obligations survive termination of the engagement for a period of three years, except for trade secrets which shall be protected indefinitely.
Limitation of liability
To the maximum extent permitted by applicable law:
- LaxenTech's total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the client to LaxenTech under the applicable SOW during the twelve months preceding the claim.
- In no event shall LaxenTech be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, loss of data, business interruption or loss of goodwill, even if advised of the possibility of such damages.
- Services are provided "as is" to the extent not covered by a specific warranty in the applicable SOW. LaxenTech disclaims all implied warranties, including warranties of merchantability and fitness for a particular purpose, except where such disclaimers are prohibited by law.
Termination
Either party may terminate an engagement as follows:
- For convenience: either party may terminate with 30 days' written notice. The client shall pay for all work completed and expenses incurred up to the effective date of termination.
- For cause: either party may terminate immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within 15 days of receiving written notice of the breach.
Upon termination, LaxenTech shall deliver all completed work product to the client and return or destroy any confidential information received from the client, except as required by law or legitimate record-keeping purposes.
Indemnification
The client agrees to indemnify and hold harmless LaxenTech and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or related to the client's use of delivered software in a manner not contemplated by the applicable SOW, or the client's violation of any applicable law or regulation.
Governing law and dispute resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. Any disputes arising out of or relating to these Terms shall be resolved through good-faith negotiation. If negotiation fails, the parties agree to submit to binding arbitration administered by JAMS in San Francisco, California. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.
Changes to these terms
We may revise these Terms from time to time. When we do, we will update the effective date at the top of this page and, where appropriate, notify affected clients directly. Continued use of our services after changes are posted constitutes acceptance of the revised Terms.
Contact
For questions about these Terms of Service, contact us at contact@laxentech.com.