Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between [Company Legal Name: VENUS Digital Systems Inc.] ("VENUS", "we", "us", or "Studio") and the client entity or individual ("Client", "you") ordering custom software, web design, automation, or consulting services.

By signing a Statement of Work (SOW), executing an invoice, or accessing the VENUS Client Portal, you confirm that you have read, understood, and agreed to these Terms in full.

VENUS provides custom web engineering, AI workflow automation, enterprise ERP/CRM integration, and bespoke client portal software.

Specific project objectives, engineering deliverables, milestones, tech stacks, and deployment targets are detailed in separate Statements of Work (SOW) executed between the parties.

Prior to production development, VENUS and Client collaborate on a structured technical specification covering database schemas, user flows, and third-party API dependencies.

Any feature, modification, or capability not explicitly enumerated in the executed SOW is considered out of scope and requires a written Change Order.

Timely project delivery requires active client collaboration. Client agrees to:

1. Provide necessary branding assets, copy, credentials, and API access keys in a timely manner. 2. Designate a primary decision-maker authorized to approve design mockups and staging milestone deliveries. 3. Review preview deployments within five (5) business days of delivery notification.

Engagements operate under fixed-fee milestone schedules or structured retainer agreements.

• Invoices are payable upon receipt or net 14 days as designated in the SOW. • Payments are processed securely via Stripe Checkout or direct corporate wire transfers. • Delinquent invoices exceeding 30 days may result in temporary suspension of staging previews or deployment support until resolved.

Each project includes allocated revision rounds during the Design and Staging phases as specified in the SOW.

If the Client requests architectural modifications or new functional modules that alter the agreed specifications, VENUS will provide an itemized Change Order detailing the adjustment in timeline and fee before initiating the work.

VENUS operates on the principle of Client Code Sovereignty.

Upon full settlement of all project milestone invoices, all bespoke source code, schema migrations, and graphical assets authored specifically for the Client become 100% Client Intellectual Property.

Open-source libraries (e.g., React, PostgreSQL, Tailwind CSS, TanStack) remain licensed under their respective MIT/Apache open-source licenses. VENUS does not charge per-seat license fees or restrict code porting.

Modern software architectures rely on third-party SaaS APIs (such as Stripe, Cloudflare, WhatsApp Cloud API, and AI model providers).

Client is responsible for maintaining direct billing relationships with third-party service providers. VENUS is not liable for third-party service outages, breaking API deprecations by providers, or rate-limit throttling imposed by external vendors.

Staging environments are hosted by VENUS during active development to facilitate weekly client reviews.

For production deployment, systems are transferred to the Client's dedicated cloud accounts (e.g., Cloudflare, Supabase, self-hosted Docker VPS), ensuring that Client retains sovereign control over infrastructure, keys, and data storage.

All custom engineering deliverables include a thirty (30) day warranty post-deployment during which VENUS remediates bugs directly traceable to original specifications at no additional cost.

Ongoing performance monitoring, dependency upgrades, feature iterations, and technical emergency response are provided under optional monthly Service Level Agreements (SLAs).

Both VENUS and Client agree to maintain the strict confidentiality of proprietary business information, customer records, database credentials, trade secrets, and non-public technical specifications shared during the engagement.

Confidentiality obligations survive the termination or expiration of these Terms for a period of five (5) years.

VENUS designs architectures for high availability using distributed edge CDNs, automated failover, and isolated database pools.

However, no software system is invulnerable to edge anomalies or force majeure events. Unless governed by an executed enterprise SLA with explicit uptime metrics, production uptime guarantees are subject to the underlying cloud providers' service agreements.

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, punitive, or consequential damages (including loss of profits, data corruption, or business interruption).

Except for breaches of confidentiality or gross negligence, VENUS's total aggregate liability arising out of or related to an engagement shall not exceed the total fees paid by Client under the applicable SOW in the six (6) months preceding the claim.

Either party may terminate an engagement for material breach upon fourteen (14) days written notice if the breach remains uncured.

Upon termination, Client shall pay for all completed milestones and approved hours incurred up to the termination date. Upon receipt of payment, VENUS will deliver all in-progress work product, repositories, and assets to the Client.

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of [Jurisdiction: State of Delaware / Applicable Law], without regard to conflicts of law provisions.

The parties agree to attempt in good faith to resolve any dispute through informal executive escalation before commencing formal mediation or arbitration.

For any contractual questions, formal notices, or intellectual property inquiries regarding these Terms, please contact:

• Legal Entity: [Company Legal Name: VENUS Digital Systems Inc.] • Physical Address: [Registered Address: 100 Tech Oasis Blvd, Suite 400, Wilmington, DE 19801] • Legal Desk: legal@venus.dev • Governing Jurisdiction: [Jurisdiction: State of Delaware / Applicable Law]