Terms of Service

Agreement to these terms

These Terms of Service (the "Terms") form a binding agreement between you (or the company you represent) and XORVYNE LLC, a limited liability company registered in the State of Wyoming, United States ("XORVYNE", "we", "us"). By accessing xorvyne.com, submitting an enquiry, or engaging us for services, you accept these Terms.

If you are accepting on behalf of a company, you confirm you have authority to bind it, and "you" means that company.

If you do not accept these Terms, do not use this website or our services.

The services we provide

XORVYNE provides software development and technology services, including custom software and web application development, mobile application development, AI and automation integration, systems integration, technical consulting, and ongoing maintenance and support.

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between us. Neither party may bind the other.

Nothing on this website is an offer capable of acceptance. Prices shown on our pricing page are starting points published in good faith; the price for your project is the one stated in your scope document.

How an engagement begins

1. Enquiry. You describe what you want built.
2. Discovery. We work through the problem with you and produce a written scope document setting out the deliverables, exclusions, architecture, assumptions, milestones, timeline, and price.
3. Acceptance. The engagement begins when you accept the scope document in writing (email is sufficient) and the first invoice is paid. Until both happen, no work is scheduled and neither party is committed.

Changes to scope

Requirements change; that is normal. Any request that adds to, removes from, or materially alters the agreed scope is handled as a change order: we tell you the cost and the schedule impact in writing, and work proceeds only once you approve it.

We will not perform out-of-scope work and invoice you for it afterwards. Equally, we cannot absorb material scope additions at no cost within a fixed price. Small clarifications and reasonable refinements during a sprint are part of normal delivery and are not charged.

Your responsibilities

Delivery on time depends on you as much as on us. You agree to:

• provide accurate information, content, assets, and credentials we reasonably need;
• give feedback and approvals within five business days of a request, unless another period is agreed;
• nominate a single decision-maker empowered to approve work on your behalf;
• provide timely access to your systems, accounts, and third-party services;
• hold valid licences for any content, code, data, or trademarks you supply to us;
• obtain any consents required for personal data you ask us to process.

Where a delay is caused by you, timelines shift accordingly and we may adjust fees to reflect the cost of rescheduling a reserved team. If an engagement is inactive on your side for more than 30 consecutive days, we may treat it as suspended, invoice for work completed to that point, and require rescheduling before resuming.

Fees, invoicing, and payment

• All fees are in US dollars and exclusive of taxes, duties, third-party licences, cloud hosting, app store fees, and other pass-through costs, which are estimated in your scope document and passed on at cost.
• Fixed-price projects are billed in milestones tied to agreed deliverables. Retainers are billed monthly in advance. Hourly work is billed monthly in arrears.
• Invoices are payable within 14 days of issue unless stated otherwise.
• Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid.
• If an invoice is more than 14 days overdue, we may suspend work and withhold deliverables after giving you written notice and a further seven days to pay.
• Card payments may carry the processor's fee. Bank transfer fees are borne by the paying party.

If you dispute an invoice in good faith, tell us in writing within 10 days of receipt with your reasons. We will not suspend work over the disputed portion while we resolve it; undisputed amounts remain payable.

Refunds and cancellations are governed by our Refund Policy, which forms part of these Terms.

Intellectual property

What transfers to you

On receipt of full payment for an engagement, XORVYNE assigns to you all right, title, and interest in the deliverables created specifically for you under that engagement, including source code, designs, documentation, and configuration. The assignment is worldwide, perpetual, and irrevocable.

What stays with us

We retain ownership of our pre-existing intellectual property: internal libraries, tooling, boilerplate, frameworks, methodologies, and generic know-how developed before or independently of your engagement ("Background IP"). Where Background IP is incorporated into your deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify, and distribute it as part of those deliverables. You may not extract it and licence it as a standalone product.

Third-party and open-source components

Deliverables may include third-party or open-source components licensed under their own terms. We will identify material components and their licences in your handover documentation. Those components are not ours to assign, and your use of them is governed by their respective licences.

Before full payment

Until an engagement is paid in full, all deliverables remain our property and you have a revocable licence to use them for review and testing only, not in production.

Your materials

You retain ownership of everything you supply to us. You grant us a limited licence to use it for the sole purpose of performing the engagement.

Portfolio rights

Unless you tell us otherwise in writing, we may identify you as a client and display non-confidential visual work in our portfolio and marketing. We will never publish source code, confidential information, or client data. You may withdraw this permission at any time by writing to legal@xorvyne.com.

Confidentiality

Each party may receive non-public information from the other. Both parties agree to keep such information confidential, use it only for the purposes of the engagement, protect it with at least reasonable care, and limit access to personnel who need it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without a duty of confidence, is independently developed, or is lawfully obtained from a third party. Disclosure compelled by law is permitted, provided the disclosing party is given prompt notice where legally allowed.

Confidentiality obligations survive for five years after the engagement ends, and indefinitely for trade secrets and personal data.

Data protection

Where we process personal data on your behalf, you are the controller and we are the processor. For engagements involving personal data subject to the GDPR, UK GDPR, or comparable legislation, the parties will enter into a data processing addendum covering subject matter, duration, security measures, sub-processors, assistance with data subject requests, breach notification, and deletion or return of data on termination.

Our handling of your own contact and business information is described in our Privacy Policy.

Acceptable use

Your use of this website and our services is subject to our Acceptable Use Policy, which forms part of these Terms. We reserve the right to decline or terminate any engagement that would require us to build or support something falling within that policy's prohibitions, without liability beyond a refund of fees paid for work not yet performed.

Warranties

What we warrant

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• Deliverables will materially conform to the scope document for 90 days after acceptance. If they do not, tell us in writing within that period and we will correct the non-conformity at no charge. This is your exclusive remedy for a warranty claim.
• To our knowledge, deliverables created by us do not infringe the intellectual property rights of any third party.

What we do not warrant

The warranty above does not cover defects arising from your modifications, misuse, third-party software or services, changes in third-party APIs or platform policies, hosting environments outside our control, or failure to apply updates we have recommended.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity, whether in contract, tort, or otherwise, even if advised of the possibility.
• XORVYNE's total aggregate liability arising out of or relating to these Terms or any engagement will not exceed the total fees you actually paid us for the engagement giving rise to the claim in the twelve months preceding the event.
• Any claim must be brought within one year of the date the cause of action arose, or it is permanently barred.

These limits do not apply to: a party's breach of confidentiality obligations; XORVYNE's indemnification obligations below; your obligation to pay fees due; or liability that cannot be limited or excluded by law, including fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, and death or personal injury caused by negligence.

You acknowledge that the fees charged reflect this allocation of risk and that we would not provide services on these commercial terms without it.

Indemnification

By XORVYNE. We will defend you against any third-party claim that deliverables created by us infringe that party's intellectual property rights, and pay damages finally awarded or agreed in settlement, provided you notify us promptly, give us sole control of the defence, and cooperate reasonably. If a deliverable is held to infringe, we may at our option procure the right to continue using it, modify it to be non-infringing, or refund the fees paid for it. This does not apply to claims arising from your materials, your modifications, or use in combination with anything we did not supply.

By you. You will defend and indemnify us against third-party claims arising from your materials, your use of the deliverables, your breach of these Terms, or your violation of applicable law.

Term and termination

These Terms apply while you use the website and for the duration of any engagement.

• For convenience. Either party may terminate an engagement on 30 days' written notice. You remain liable for all work performed and costs committed up to the termination date, and for any non-cancellable third-party commitments made on your instruction.
• For cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 15 days of written notice, or becomes insolvent, enters administration, or ceases business.
• Retainers. Monthly retainers may be cancelled with 30 days' written notice, effective at the end of the notice period. Fees already paid for the current period are not refundable, and you receive the services for that period.

On termination we will invoice for all work performed to that date, deliver work product for which you have paid, and — on request and once amounts due are settled — provide reasonable transition assistance at our standard hourly rate.

Sections concerning payment obligations, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law survive termination.

Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, government action, labour disputes, failures of internet or telecommunications infrastructure, and outages of third-party cloud providers. The affected party must give prompt notice and use reasonable efforts to resume. If such an event continues for more than 60 days, either party may terminate the affected engagement without liability beyond amounts due for work performed.

Website use

All content on xorvyne.com — text, design, graphics, code, and marks — is owned by XORVYNE LLC or licensed to us, and is protected by copyright and trademark law. You may view and print pages for your own business evaluation. You may not copy, republish, scrape, or use our content for machine-learning training or commercial purposes without written permission.

You agree not to attempt to gain unauthorised access to this website or its infrastructure, interfere with its operation, or use automated means to place unreasonable load on it. Security researchers acting in good faith should contact legal@xorvyne.com before testing; we will not pursue action against researchers who follow responsible-disclosure practice and do not access, modify, or exfiltrate data.

Governing law and disputes

These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Escalation first. Before commencing formal proceedings, the parties agree to attempt to resolve any dispute in good faith through direct discussion between senior representatives for at least 30 days after written notice of the dispute.

If that fails, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wyoming, and each waives any objection to venue there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Class action waiver. To the extent permitted by law, disputes will be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Nothing in this section removes any right you have as a consumer under the mandatory law of your country of residence.

General

• Entire agreement. These Terms, the Refund Policy, the Acceptable Use Policy, the Privacy Policy, and your signed scope document or engagement agreement form the entire agreement between us and supersede all prior discussions.
• Order of precedence. If there is a conflict, a signed engagement agreement prevails over the scope document, which prevails over these Terms.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets.
• Notices. Legal notices to us go to legal@xorvyne.com and to XORVYNE LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, United States. Notices to you go to the email address on your account.
• Non-solicitation. During an engagement and for 12 months afterwards, neither party will knowingly solicit for employment any individual directly involved in the engagement, without the other's written consent. General advertising not targeted at those individuals is permitted.
• Changes. We may revise these Terms. Material changes affecting an active engagement take effect 30 days after we notify you by email; changes affecting website use take effect when published. Your engagement remains governed by the version in force when your scope document was accepted.

Contact

Questions about these Terms: legal@xorvyne.com

XORVYNE LLC
30 N Gould St, Ste R, Sheridan, WY 82801, United States

This document was last updated on September 2, 2026. XORVYNE LLC may revise it from time to time; the version published at xorvyne.com/terms/ is always the version in force. Material changes affecting active engagements are notified by email at least 30 days before they take effect.

Questions about this document: legal@xorvyne.com