Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern the relationship between (“Corvexor Labs”, “we”, “us”) and any individual or organisation (“Client”, “you”) that engages our services or accesses our website at https://corvexorlabs.com.

By submitting a project enquiry, signing a proposal, or making any payment, you confirm that you have read, understood, and agree to be bound by these Terms.

2. Services

Corvexor Labs designs, develops, and delivers custom software including but not limited to:

• AI agents and autonomous workflows
• Model Context Protocol (MCP) servers and integrations
• SaaS products and minimum-viable products (MVPs)
• Chat bots, automation pipelines, and backend APIs

The exact scope of work for each engagement is defined in a written proposal or Statement of Work (“SOW”) agreed upon before work commences.

3. Engagement and Quotes

3.1 Proposals

All proposals and quotes are valid for 14 calendar days from the date of issue unless stated otherwise. A quote does not constitute a binding agreement until both parties have confirmed acceptance in writing (including email).

3.2 Changes to Scope

Any modification to the agreed scope—additional features, revised requirements, or extended timelines—must be agreed in writing and may result in revised pricing and delivery dates.

4. Payment Terms

4.1 Deposit

A non-refundable deposit is required before work begins. The deposit amount is specified in each proposal (typically 30–50% of the total project value).

4.2 Milestones

Remaining fees are invoiced at agreed milestones or upon project delivery, whichever is specified in the SOW. Milestone payments are due within 14 days of invoice.

4.3 Late Payments

Invoices outstanding beyond 14 days may incur a late payment charge of 2% per month on the overdue balance. We reserve the right to suspend work on any project with outstanding unpaid invoices.

4.4 Currency and Taxes

All prices are quoted in the currency stated in the proposal and are exclusive of any applicable taxes (VAT, GST, withholding tax, etc.), which are the Client’s responsibility.

5. Intellectual Property and Deliverables

5.1 Assignment on Full Payment

Upon receipt of all payments due under the SOW, Corvexor Labs assigns to the Client all rights, title, and interest in the custom code and deliverables created specifically for that engagement (“Deliverables”), except as set out in 5.2 and 5.3 below.

5.2 Retained Rights

We retain ownership of all pre-existing code, libraries, frameworks, tooling, and know-how (“Background IP”) that we bring to the engagement. Where Deliverables incorporate Background IP, we grant the Client a perpetual, royalty-free licence to use such Background IP solely as part of the Deliverables.

5.3 Third-Party Components

Deliverables may incorporate open-source software or third-party services governed by their own licences. The Client is responsible for complying with those licences.

5.4 Portfolio Rights

Unless the Client requests confidentiality in writing before project commencement, we reserve the right to reference the project (without disclosing confidential details) in our portfolio and marketing materials.

6. Confidentiality

Each party agrees to keep the other’s confidential information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement for a period of three years.

7. Client Responsibilities

The Client agrees to:

• Provide timely access to materials, accounts, and personnel required for the project.
• Review and provide feedback on deliverables within the timeframes agreed in the SOW.
• Ensure any content, data, or third-party assets supplied to us are lawfully obtained and do not infringe third-party rights.

Delays caused by the Client may extend delivery timelines and may incur additional charges.

8. Warranties and Disclaimers

8.1 Our Warranty

We warrant that the Deliverables will materially conform to the agreed specification for 30 days after final delivery (“Warranty Period”). We will remedy material defects reported within the Warranty Period at no additional charge.

8.2 Disclaimer

Except as stated above, all services and deliverables are provided “as is”. We make no warranties, express or implied, including fitness for a particular purpose, non-infringement, or that deliverables will be error-free or uninterrupted.

AI-generated outputs are probabilistic in nature and may require human review before use in production or regulated contexts.

9. Limitation of Liability

To the maximum extent permitted by applicable law, our aggregate liability to the Client for any claim arising out of or in connection with these Terms or any SOW shall not exceed the total fees paid by the Client to us in the three months preceding the claim.

In no event shall either party be liable for indirect, incidental, special, or consequential damages (including loss of profit, data, or business) even if advised of the possibility of such damages.

10. Termination

10.1 Termination by the Client

The Client may terminate an engagement by providing written notice. All work completed and costs incurred up to the date of termination remain payable, including the non-refundable deposit. Refer to our Refund & Cancellation Policy for further details.

10.2 Termination by Corvexor Labs

We may terminate an engagement immediately on written notice if the Client materially breaches these Terms and fails to remedy the breach within 10 days of notification, or if any payment remains overdue for more than 30 days.

10.3 Effect of Termination

Upon termination, each party shall return or destroy the other’s confidential information. Intellectual property rights in work completed and paid for transfer to the Client per section 5.

11. Governing Law

These Terms are governed by the laws of the jurisdiction specified in the proposal or SOW. Any disputes shall be subject to the exclusive jurisdiction of the courts of that jurisdiction. If no jurisdiction is specified, shall apply.

12. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted at https://corvexorlabs.com/terms with a revised “Last updated” date. Continued use of our services after such posting constitutes acceptance of the updated Terms.

13. Contact

For questions regarding these Terms, please contact us at hello@corvexorlabs.com.