Devoptly

Terms of Service

Professional service agreement governing our business relationship

Binding Agreement: By engaging our services, you enter into a legally binding contract with specific terms, conditions, and obligations for both parties.

Last updated: September 21, 2025

1. Agreement Formation & Acceptance

Service Engagement

By requesting a quote, signing a proposal, making a payment, or otherwise engaging with Devoptly's services, you agree to be legally bound by these Terms of Service, our Privacy Policy, and any additional service-specific agreements.

Contract Hierarchy

  • Master Service Agreement (MSA): These Terms serve as the overarching framework
  • Statement of Work (SOW): Project-specific details, timelines, and deliverables
  • Service Addendums: Additional terms for specialized services
  • Change Orders: Modifications to scope, timeline, or budget

Important: In case of conflict, the order of precedence is: SOW → Service Addendums → These Terms → Privacy Policy

2. Service Offerings & Scope

Digital Transformation Services

Development Services

  • Web Design & Development
  • E-commerce Solutions (Shopify, WooCommerce)
  • Custom Web Applications
  • MERN Stack Development
  • SaaS Platform Development
  • AI Agent Development

Marketing & Security

  • PPC Campaign Management
  • Social Media Marketing
  • SEO Optimization
  • VAPT (Vulnerability Assessment)
  • Digital Strategy Consulting
  • Performance Analytics

Cross-Selling & Additional Services

Service Expansion: We actively use your project data, performance metrics, and business insights to identify opportunities for additional services that may benefit your business. This includes:

  • Recommending complementary services based on your current project performance
  • Proposing optimization services after analyzing your digital metrics
  • Suggesting advanced features or integrations that could enhance your platform
  • Offering maintenance, support, or upgrade packages based on usage patterns

3. Payment Terms & Financial Obligations

Payment Structure

Standard Payment Schedule

  • Project Initiation: 50% upfront payment required before work commencement
  • Milestone Payments: As defined in individual SOW documents
  • Final Payment: Balance due upon project completion and delivery
  • Recurring Services: Monthly billing in advance for ongoing services

Late Payment Policy

  • Grace Period: 15 days from invoice date
  • Late Fees: 2% monthly charge on overdue balances
  • Service Suspension: Work may be suspended after 30 days of non-payment
  • Collection Costs: Client responsible for all collection and legal fees

Scope Changes & Additional Costs

Any modifications to the original scope of work will be documented through formal change orders with associated costs. Emergency or rush work may incur additional charges of 25-50% above standard rates.

4. Intellectual Property Rights

Work Product Ownership

Upon Final Payment: Client receives full ownership rights to custom-developed work product, excluding pre-existing Devoptly methodologies, frameworks, and proprietary tools.

Retained Rights

  • Development Methodologies: Our proprietary processes and workflows remain our property
  • Code Frameworks: Reusable components and libraries developed by Devoptly
  • Business Insights: Right to use project learnings for future client benefit
  • Portfolio Rights: Permission to showcase work (with client approval) for marketing purposes

Third-Party Components

Projects may incorporate third-party software, plugins, or services subject to their respective licensing terms. Client is responsible for ongoing licensing fees and compliance with third-party terms.

5. Client Responsibilities & Obligations

Required Cooperation

  • Content & Materials: Timely provision of all required content, assets, and credentials
  • Decision Making: Prompt feedback and approvals within agreed timeframes
  • Access Provision: Necessary system access, hosting environments, and third-party accounts
  • Stakeholder Availability: Key decision makers available for project meetings and reviews

Content & Compliance

Client Warranty: All provided content is original, properly licensed, and does not infringe on third-party rights. Client indemnifies Devoptly against any claims related to client-provided content.

Communication Protocol

Professional communication through designated project managers during business hours. Emergency support available for critical issues affecting live systems at premium rates.

6. Project Management & Delivery

Development Methodology

We employ agile development methodologies with regular client checkpoints, iterative delivery, and continuous feedback integration to ensure project success.

Timeline Management

  • Baseline Timeline: Established in SOW based on defined scope and requirements
  • Client Delays: Timeline extensions for client-caused delays at no additional cost
  • Force Majeure: Timeline adjustments for circumstances beyond reasonable control
  • Acceleration: Rush delivery available at premium rates with resource availability

Quality Assurance

Comprehensive testing including functionality, compatibility, performance, and security validation before delivery. Post-launch support included for 30 days to address any deployment issues.

7. Warranties & Service Guarantees

Service Warranties

  • Functionality Guarantee: 90-day warranty on code functionality as specified
  • Browser Compatibility: Support for major modern browsers and devices
  • Performance Standards: Adherence to agreed performance benchmarks
  • Security Best Practices: Implementation of industry-standard security measures

Warranty Limitations

Exclusions: Warranties void for modifications by third parties, hosting environment issues, or failure to implement recommended updates and maintenance.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

Liability Cap

Maximum Liability: Our total liability for any claim shall not exceed the total amount paid by client for the specific project or service giving rise to the claim.

Excluded Damages

DEVOPTLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, or business opportunities
  • Data loss or corruption (client responsible for backups)
  • Business interruption or downtime
  • Third-party claims or regulatory fines
  • Reputational damage or goodwill loss

9. Data Usage & Cross-Selling Rights

Business Intelligence & Analytics

Data-Driven Service Enhancement: We actively analyze project performance data, user behavior patterns, and business metrics to identify opportunities for service expansion and optimization.

Cross-Selling Authorization

By engaging our services, you authorize Devoptly to use project insights, performance data, and business intelligence to recommend and market additional services that may benefit your business.

Marketing Communications

  • Service Recommendations: Proactive outreach about relevant service opportunities
  • Performance Reports: Regular analytics reports with optimization suggestions
  • Industry Insights: Market trend updates and competitive analysis
  • Upselling Opportunities: Advanced feature recommendations based on usage patterns

10. Contract Termination

Termination by Client

  • For Convenience: 30-day written notice, payment for work completed
  • For Cause: Immediate termination for material breach after 15-day cure period
  • Work Product: Client receives completed work upon final payment

Termination by Devoptly

  • Non-Payment: Immediate termination after 45 days of overdue payments
  • Breach of Terms: Material violation of agreement terms
  • Scope Creep: Unreasonable demands beyond contracted scope

Post-Termination

Confidentiality obligations survive termination. Access credentials will be transferred upon final payment. Ongoing hosting or third-party service arrangements become client responsibility.

11. Confidentiality & Non-Disclosure

Mutual Confidentiality

Both parties agree to maintain confidentiality of proprietary information, trade secrets, and sensitive business data disclosed during the course of the engagement.

Permitted Disclosures

  • Information already in public domain
  • Required by law or court order
  • Necessary for service delivery to authorized team members
  • General business insights without specific client identification

12. Force Majeure & Uncontrollable Circumstances

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to:

  • Natural disasters, pandemics, or governmental actions
  • Internet service disruptions or cyber attacks
  • Third-party service provider failures
  • Labor disputes or supply chain interruptions

13. Dispute Resolution & Governing Law

Resolution Process

Step 1: Direct negotiation between project stakeholders

Step 2: Mediation through agreed neutral third party

Step 3: Binding arbitration under applicable commercial rules

Governing Law

This agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles.

14. Amendments & General Provisions

Contract Modifications

These Terms may be updated periodically with 30-day notice. Continued engagement constitutes acceptance of revised terms. Project-specific modifications require written agreement.

Severability & Survival

If any provision is deemed invalid or unenforceable, the remainder shall remain in full force. Confidentiality, payment obligations, and limitation of liability provisions survive contract termination.

Entire Agreement

This document, together with executed SOWs and service addendums, constitutes the complete agreement between parties and supersedes all prior negotiations, representations, or agreements.

15. Legal & Business Contact Information

For questions about these Terms of Service, contract negotiations, or legal matters:

Business Email: hello@devoptly.com

Subject: Terms of Service Inquiry

Legal Correspondence: legal@devoptly.com

Website: www.devoptly.com

For immediate project-related questions, please contact your designated project manager. Legal and contractual matters will be handled by our business development team.

16. Client Acknowledgment & Agreement

By engaging Devoptly's services, you acknowledge and agree that:

  • You have read, understood, and agree to be bound by these Terms of Service
  • You have the authority to enter into this agreement on behalf of your organization
  • You consent to our data usage practices including cross-selling and marketing communications
  • You understand the payment terms, project delivery process, and your responsibilities
  • You accept the limitation of liability and warranty provisions outlined herein

Professional Partnership: This agreement establishes a collaborative business relationship focused on delivering exceptional results while protecting both parties' interests.