Agile Software Development Company

Welcome to VSLAB Agency ("VSLAB," "we," "us," or "our").

These Terms & Conditions ("Terms") govern your access to and use of the vslab.agency website (the "Website") and any software development, engineering, consulting, design, maintenance, and related services provided by VSLAB Agency (collectively, the "Services").

By accessing the Website, submitting an inquiry, requesting a proposal, entering into a project with VSLAB, or using our Services, you acknowledge that you have read, understood, and agreed to these Terms.

If you do not agree to these Terms, please do not use the Website or Services.

1. Services

VSLAB Agency provides professional software development and technology services, which may include:

Full-stack web development;
Frontend and backend development;
Custom software development;
Web application development;
API development and integration;
Database architecture and development;
Cloud and infrastructure services;
Software architecture;
UI implementation;
Performance optimization;
Technical consulting;
Code review and technical audits;
Software maintenance;
Bug fixing;
Third-party integrations;
Other software engineering services.

The specific Services, deliverables, scope, deadlines, fees, and other project conditions will be established in a separate proposal, Statement of Work ("SOW"), service agreement, or other written agreement between VSLAB and the client (a "Project Agreement").

These Terms apply to all Services unless a Project Agreement expressly provides otherwise.

2. Project Agreements

A Project Agreement may define:

Project scope;
Deliverables;
Milestones;
Development schedule;
Fees;
Payment schedule;
Acceptance criteria;
Client responsibilities;
Intellectual property rights;
Maintenance and support;
Other project-specific terms.

If a Project Agreement conflicts with these Terms, the Project Agreement will control with respect to that specific project.

3. Client Responsibilities

The client agrees to provide all information, materials, access, credentials, content, decisions, approvals, and other cooperation reasonably required for VSLAB to perform the Services.

The client is responsible for:

Providing accurate requirements;
Providing necessary content and materials;
Providing required account and technical access;
Reviewing deliverables;
Providing timely feedback;
Providing timely approvals;
Ensuring that client-provided materials may legally be used;
Maintaining required third-party accounts;
Paying applicable third-party fees unless otherwise agreed.

VSLAB is not responsible for delays caused by the client's failure to provide required information, access, feedback, decisions, or approvals.

4. Scope of Work

VSLAB will perform the Services described in the applicable Project Agreement.

Any feature, functionality, integration, page, system, revision, or other work that is not included in the agreed scope may be treated as additional work.

Additional work may require additional fees and may affect the project timeline.

5. Changes to Project Scope

The client may request changes to the project during development.

VSLAB will determine whether a requested change falls within the agreed scope.

Where a requested change materially affects the scope, complexity, resources, or timeline of the project, VSLAB may provide an additional estimate or change order.

VSLAB is not required to perform substantial additional work until the applicable change has been approved.

6. Estimates and Timelines

Project estimates and delivery dates are based on the agreed scope and information available when the estimate is prepared.

Unless expressly stated otherwise in a Project Agreement, estimated delivery dates are not guaranteed deadlines.

Project timelines may be affected by:

Changes in scope;
Client delays;
Delayed approvals;
Missing information;
Third-party services;
API changes;
Hosting or infrastructure issues;
Technical dependencies;
Security incidents;
Events outside VSLAB's reasonable control.

VSLAB will make reasonable efforts to communicate material changes to project schedules.

7. Fees and Payment

Project fees and payment schedules will be specified in the applicable Project Agreement, proposal, or invoice.

Unless otherwise agreed:

VSLAB may require a deposit before beginning work;
Invoices are due according to the stated payment terms;
Additional work may be billed separately;
Third-party services and subscriptions are the client's responsibility unless expressly included in the project fee;
Applicable taxes, transaction fees, and similar charges may be added where required.

VSLAB may suspend Services when required payments are overdue.

Suspension of Services does not eliminate the client's obligation to pay outstanding amounts.

8. Deposits and Refunds

Deposits and advance payments may be used to reserve development capacity and allocate project resources.

Unless otherwise stated in a Project Agreement, payments for Services already performed, completed milestones, committed resources, or non-refundable third-party expenses are non-refundable.

If the client cancels a project after work has begun, the client remains responsible for payment for Services performed and approved or committed expenses incurred before cancellation.

Any applicable refund will be determined in accordance with the applicable Project Agreement and applicable law.

9. Intellectual Property

Each party retains ownership of intellectual property it owned before the beginning of a project.

VSLAB retains ownership of its pre-existing:

Software;
Libraries;
Frameworks;
Components;
Templates;
Tools;
Scripts;
Development systems;
Methodologies;
Processes;
Technical know-how;
Reusable solutions.

Unless otherwise agreed in writing, ownership of custom deliverables specifically created for the client will transfer to the client only after the client has paid all amounts due for those deliverables.

The scope of any intellectual property transfer will be determined by the applicable Project Agreement.

10. Reusable Technology and Know-How

VSLAB may use general development knowledge, techniques, concepts, methodologies, architecture patterns, utilities, and non-client-specific components in other projects.

Nothing in these Terms prevents VSLAB from using general skills, knowledge, experience, and techniques acquired while providing Services.

VSLAB will not use or disclose the client's confidential information or proprietary materials for unrelated purposes.

11. Open-Source Software

VSLAB may use open-source software and libraries when appropriate.

Open-source software remains subject to its applicable licenses.

The client agrees to comply with applicable open-source license requirements.

VSLAB does not transfer ownership of third-party software that VSLAB does not own.

12. Third-Party Services

Projects may depend on third-party services, platforms, software, APIs, hosting providers, cloud infrastructure, payment processors, authentication systems, analytics services, AI services, or other external technologies.

Third-party services are subject to their own terms, licenses, pricing, policies, availability, and limitations.

VSLAB does not control third-party services and is not responsible for their:

Availability;
Downtime;
Pricing changes;
Discontinuation;
API changes;
Security incidents;
Restrictions;
Performance;
Data loss.

Unless otherwise agreed, the client is responsible for maintaining its third-party accounts and paying associated fees.

13. Client Materials

The client retains ownership of all content, data, software, trademarks, logos, documents, images, credentials, and other materials supplied to VSLAB ("Client Materials").

The client grants VSLAB a limited license to use Client Materials solely as necessary to perform the Services.

The client represents and warrants that it has the necessary rights and permissions to provide Client Materials to VSLAB and authorize their use.

The client is responsible for claims arising from Client Materials that infringe the rights of third parties.

14. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable measures to protect confidential information and to use it only for purposes related to the business relationship.

Confidential information does not include information that:

Is publicly available without breach of an obligation;
Was already lawfully known;
Is independently developed;
Is lawfully received from a third party without confidentiality restrictions;
Must be disclosed by law or valid legal process.

The parties may enter into a separate Non-Disclosure Agreement ("NDA") containing additional confidentiality obligations.

15. Security

VSLAB will use reasonable measures appropriate to the nature of the Services to protect information handled during a project.

However, no software, network, cloud environment, or internet-connected system can be guaranteed to be completely secure.

Unless expressly included in a Project Agreement, VSLAB does not provide continuous security monitoring, penetration testing, regulatory certification, or guaranteed protection against every possible security threat.

The client remains responsible for determining its own legal, regulatory, privacy, and security requirements.

16. Hosting and Infrastructure

Where VSLAB assists with hosting, deployment, cloud infrastructure, or other technical infrastructure, the applicable responsibilities will be defined in the Project Agreement.

Unless otherwise agreed, the client should maintain ownership and control of its production accounts and infrastructure.

VSLAB is not responsible for failures caused by hosting providers, cloud providers, domain registrars, internet service providers, or other infrastructure providers.

17. Testing and Acceptance

The client is responsible for reviewing and testing project deliverables.

Where acceptance criteria are specified in a Project Agreement, those criteria will govern acceptance.

If no formal acceptance period is specified, the client should notify VSLAB of material defects within a reasonable period following delivery.

A defect means a reproducible failure of the deliverable to materially conform to the agreed specifications.

New features or changes to agreed requirements are not defects.

18. Bug Fixes

Where applicable, VSLAB may correct reproducible defects in delivered software that materially prevent the software from conforming to the agreed specifications.

Bug fixing does not include:

New features;
Changes in requirements;
Design revisions;
Third-party service failures;
Infrastructure failures;
Client modifications;
Unauthorized changes;
Unsupported environments;
Misuse of the software;
Issues outside the agreed scope.

Any ongoing support or maintenance will be governed by the applicable Project Agreement.

19. Maintenance and Support

Ongoing maintenance, monitoring, support, infrastructure management, security updates, and post-launch development are not automatically included in project fees.

Such Services may be provided under a separate agreement.

20. Warranties and Disclaimer

VSLAB will perform Services using commercially reasonable skill and care.

Except for warranties expressly stated in a Project Agreement, the Website and Services are provided on an "AS IS" and "AS AVAILABLE" basis to the maximum extent permitted by applicable law.

VSLAB does not warrant that:

The Services will be uninterrupted;
Software will be completely error-free;
Every defect will be identified;
Third-party services will remain available;
A particular business result will be achieved;
A particular level of revenue or profit will be generated;
Search rankings or conversion rates will reach a particular level;
Software will satisfy requirements not included in the agreed scope.

The client is responsible for determining whether the delivered software satisfies its business, legal, regulatory, and operational requirements.

21. Limitation of Liability

To the maximum extent permitted by applicable law, VSLAB and its owners, contractors, employees, representatives, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

This includes, without limitation:

Loss of profits;
Loss of revenue;
Loss of business opportunities;
Loss of goodwill;
Loss of anticipated savings;
Loss of data;
Business interruption.

To the maximum extent permitted by applicable law, VSLAB's aggregate liability arising from or relating to a particular project will not exceed the total amount actually paid to VSLAB by the client for that project during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

22. Indemnification

To the maximum extent permitted by applicable law, the client agrees to defend, indemnify, and hold harmless VSLAB and its owners, contractors, employees, representatives, and service providers from claims, damages, liabilities, losses, costs, and reasonable expenses arising from:

Client Materials;
The client's unlawful use of the Services;
The client's violation of these Terms;
The client's violation of third-party rights;
The client's violation of applicable laws;
Unauthorized software, content, data, or intellectual property supplied by the client.

23. Termination

Either party may terminate a project in accordance with the applicable Project Agreement.

VSLAB may suspend or terminate Services if:

The client materially breaches these Terms;
The client fails to make required payments;
The client provides unlawful materials or instructions;
Continuing the project would create an unreasonable legal, security, or operational risk.

Upon termination, the client remains responsible for amounts owed for Services performed and approved or committed expenses incurred before termination.

24. Portfolio and Publicity

Unless otherwise agreed in writing, VSLAB may identify completed projects as part of its professional portfolio.

This may include publicly available project information, screenshots, descriptions of the Services provided, and the client's name or logo.

VSLAB will not intentionally disclose confidential information protected by an applicable NDA or other confidentiality obligation.

The client may request that a confidential project not be publicly displayed.

25. Website Use

The Website may be used only for lawful purposes.

You agree not to:

Attempt unauthorized access to the Website or related systems;
Introduce malicious code;
Interfere with Website operation;
Conduct fraudulent activity;
Infringe third-party rights;
Use the Website for unlawful purposes;
Misrepresent your identity or affiliation.

VSLAB may restrict access to the Website where reasonably necessary to protect the Website, its users, systems, or legitimate business interests.

26. Website Content

Information published on the Website is provided for general informational purposes.

VSLAB makes reasonable efforts to maintain accurate information but does not guarantee that all Website content is complete, current, or error-free.

VSLAB may modify or remove Website content at any time.

27. Third-Party Links

The Website may contain links to third-party websites or services.

VSLAB does not control and is not responsible for third-party websites, content, security, availability, policies, or practices.

Use of third-party services is subject to the applicable third party's terms and policies.

28. Privacy

Information collected through the Website and Services is handled in accordance with the VSLAB Privacy Policy.

The Privacy Policy governs the collection, use, and handling of personal information in connection with the Website and applicable Services.

29. Electronic Communications

The parties may communicate through email, messaging platforms, project management systems, electronic signatures, or other mutually agreed communication methods.

Where legally permissible, electronic communications and approvals may constitute written authorization.

30. Force Majeure

VSLAB will not be liable for delays or failures caused by circumstances beyond its reasonable control, including:

Natural disasters;
War;
Terrorism;
Government actions;
Civil unrest;
Internet or telecommunications failures;
Major infrastructure outages;
Cyberattacks;
Labor disruptions;
Pandemics;
Third-party provider failures;
Other events that could not reasonably have been prevented.

31. Independent Contractor

VSLAB provides Services as an independent contractor.

Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or agency relationship between VSLAB and the client.

32. Assignment

The client may not assign or transfer its rights or obligations under these Terms without VSLAB's prior written consent, except where permitted by applicable law in connection with a merger, acquisition, or sale of substantially all relevant assets.

VSLAB may assign these Terms in connection with a merger, acquisition, restructuring, sale, or transfer of its business.

33. Governing Law

The governing law and jurisdiction applicable to a particular client engagement may be specified in the applicable Project Agreement.

Until VSLAB operates through a formally established legal entity, these Terms do not designate a specific state or jurisdiction on behalf of VSLAB.

Once VSLAB is established as a legal entity, these Terms may be updated to identify the applicable governing law and jurisdiction.

34. Dispute Resolution

The parties agree to make reasonable good-faith efforts to resolve disputes through direct communication before initiating formal proceedings.

The parties may agree in writing to mediation, arbitration, or another dispute-resolution procedure for a particular project.

Nothing in these Terms prevents either party from seeking emergency injunctive or equitable relief where legally available.

35. Changes to These Terms

VSLAB may update these Terms from time to time.

The current version will be published on vslab.agency together with the applicable "Last Updated" date.

Changes generally apply prospectively.

For an existing project, the Terms incorporated into the applicable Project Agreement will continue to govern that project unless the parties expressly agree otherwise.

36. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law.

The remaining provisions will remain in full force and effect.

37. Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision in the future.

38. Entire Agreement

These Terms, together with any applicable Project Agreement, SOW, proposal, invoice, NDA, Privacy Policy, and other documents expressly incorporated by reference, constitute the agreement between VSLAB and the client concerning the applicable Services.

If these Terms conflict with a Project Agreement, the Project Agreement controls with respect to that specific project.

39. Contact

VSLAB Agency
Website: vslab.agency
Email: [Business Email]
Phone: [Business Phone]