Terms of Service

1. Overview

These Terms of Service ("Terms") govern your use of Verdant Relay Studio's website, services, and products. By accessing our website or engaging our services, you agree to these Terms. If you do not agree, please do not use our services.

2. Services Description

Verdant Relay Studio provides product design, UX/UI services, design systems, custom software development, and workflow modernization services to businesses. Services are provided on a project basis and may include discovery, strategy, design, development, testing, launch support, and ongoing maintenance—based on the terms of your specific project agreement.

3. Intellectual Property Rights

Our intellectual property:

We retain ownership of our processes, methodologies, frameworks, pre-existing components, and knowledge base. Any tools, templates, or systems developed before or outside of your project remain our property.

Your intellectual property:

Upon final payment, you own all custom software, code, designs, and deliverables created specifically for your project. You also own all intellectual property and data generated through your project. We transfer full rights to you.

Licenses:

We may use open-source libraries and third-party components in your project. We provide documentation of all dependencies and their licenses. You must comply with the terms of any third-party licenses included in your deliverables.

4. Payment Terms

Pricing and payment terms are specified in your project proposal or statement of work. Unless otherwise agreed:

• Invoices are due within 30 days of receipt.
• Late payments may incur interest at the rate of 1.5% per month or the maximum legal rate, whichever is lower.
• We reserve the right to pause work on projects with overdue payments.
• Quotes are valid for 30 days. Prices may change for extended timelines or scope changes.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. We will not disclose your business information, workflows, or data to third parties without your written consent, except as required by law. Confidentiality obligations survive project completion for a period of 5 years.

6. Warranties and Disclaimers

Our warranties:

We warrant that:

• Our services will be performed in a professional and workmanlike manner.
• We have the right to grant the intellectual property rights described in Section 3.
• Deliverables will be free from malware, viruses, and intentional security vulnerabilities at delivery.

Disclaimers:

We make no warranties regarding:

• Future results or specific business outcomes from our services.
• Third-party services or integrations used in your project.
• Uninterrupted availability or error-free operation of your software.
• Third-party data, content, or services accessed through our products.

7. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims arising out of or related to this agreement shall not exceed the amount paid for the service in the 12 months preceding the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages.

8. Scope Changes and Additional Work

Your project scope is defined in the project proposal. Changes to scope, including feature additions, design modifications, or expanded requirements, require a written change order and may result in timeline or cost adjustments. We will provide estimates for all additional work before proceeding.

9. Project Timeline and Delays

Project timelines are estimates based on information available at project start. Delays may occur due to scope changes, client feedback cycles, third-party integrations, or unforeseen technical challenges. We will communicate delays promptly and adjust timelines as necessary. We are not liable for delays resulting from client actions or failures to provide required information.

10. Termination

Either party may terminate a project engagement with written notice. Upon termination:

• We will deliver all work completed to date.
• You will pay for all services rendered through the termination date.
• Intellectual property rights transfer according to Section 3.
• Confidentiality obligations remain in effect.

11. Data Security and Compliance

We implement industry-standard security measures for data protection. However, we are not responsible for security breaches resulting from third-party services, client actions, or circumstances beyond our reasonable control. You are responsible for maintaining access credentials and protecting sensitive data on your end. If your project involves protected health information (HIPAA), personal data (GDPR), or other regulated data, we will discuss compliance requirements during discovery.

12. Limitation on Our Responsibility

You acknowledge that:

• Software testing and deployment responsibility lies with your organization after delivery.
• User training and change management are typically your responsibility, though we can support these efforts.
• Third-party integrations may have their own terms, limitations, and support structures.
• Performance, security, and compliance in production depend on proper deployment, configuration, and ongoing maintenance.

13. Dispute Resolution

Any disputes arising from these Terms will first be addressed through good-faith negotiation between the parties. If negotiation fails, either party may pursue legal action. These Terms will be governed by the laws of the United States and the state of New York, without regard to conflict-of-law principles.

14. Modifications to Terms

We may update these Terms periodically. Material changes will be communicated via email or our website. Your continued use of our services after updates constitutes acceptance of the revised Terms. Project-specific terms in your statement of work take precedence over these general Terms.

15. Contact Information

If you have questions about these Terms or need to report an issue, please contact us: