Terms of Service

These Terms of Service (the "Terms") are a contract between you and Suave Tech Solutions. They govern your use of our website at suavetech.solutionsand any consulting services we provide. By using our website or by engaging us, you agree to these Terms. If you are accepting these Terms on behalf of a company, you represent that you have the authority to do so and "you" refers to that company.

1. Acceptance of these Terms

These Terms apply to (a) your use of our website and any content we make available through it, and (b) any consulting, development, or other professional services we deliver to you. If we sign a separate written agreement with you (such as a Master Services Agreement ("MSA") or Statement of Work ("SOW")), the terms of that agreement control to the extent of any conflict.

2. Definitions

• "Suave Tech," "we," "us," or "our" means Suave Tech Solutions.
• "Client," "you," or "your" means the individual or organization using our website or engaging us for Services.
• "Services" means the consulting, development, design, automation, AI, blockchain, Shopify, and other professional services we provide under an SOW or MSA.
• "Deliverables" means the items we agree to deliver to you under an SOW.
• "Background IP" means intellectual property owned or licensed by a party prior to or independent of the engagement.
• "Tools" means our methodologies, frameworks, libraries, boilerplates, internal scripts, generic components, and know-how.

3. Use of our website

You may use our website for lawful purposes only. You agree not to use our website to (a) violate any law or regulation, (b) infringe the intellectual property or other rights of any party, (c) transmit malware or harmful code, (d) interfere with the operation of the site, (e) attempt to access areas of the site you are not authorized to access, (f) scrape, harvest, or otherwise extract content other than in the way an ordinary visitor would, or (g) misrepresent your identity or affiliation.

Our website and its content are protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the site for personal or legitimate business purposes related to potentially engaging us. All other rights are reserved.

4. Consulting services and SOWs

Each engagement is governed by an SOW that describes the scope, deliverables, schedule, fees, assumptions, dependencies, and any engagement-specific terms. The SOW is read alongside any MSA we have with you and these Terms. To the extent of any conflict, the SOW controls over the MSA, and the MSA controls over these Terms (other than for sections that we identify as not modifiable).

Changes to the scope of an engagement (including new features, expanded objectives, or significant changes to assumptions) require a written change order signed by both parties before they affect the Services or the fees.

5. Your responsibilities as a client

To do our best work, we depend on timely cooperation from you. You agree to:

• Provide accurate and complete information, materials, and access (including credentials, repositories, designs, content, and stakeholders) that we reasonably need to perform the Services.
• Designate a primary point of contact authorized to make decisions and provide approvals.
• Give timely feedback within the timelines stated in the SOW so that we can keep the project moving.
• Have the rights necessary to share with us any materials you give us (text, designs, logos, code, data, third-party content, etc.) and to allow us to use those materials to perform the Services.
• Comply with all laws applicable to your business and to any data you provide to us, including data protection laws and any sector-specific rules (for example HIPAA, PCI-DSS, GLBA, SOX) where they apply to your data.
• Promptly review and accept Deliverables in accordance with the acceptance procedures in the SOW.

Our timelines and estimates assume we receive your input and approvals as planned. Delays caused by you may extend timelines and increase fees.

6. Fees, invoicing, and taxes

Fees are set in the SOW and may be fixed, time-and-materials, milestone-based, or retainer. Unless the SOW says otherwise:

• We invoice on the cadence stated in the SOW (typically monthly or on milestones).
• Invoices are due net fifteen (15) days from the invoice date.
• Past-due amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) until paid.
• If an invoice is more than 15 days past due, we may suspend Services after written notice. We will resume Services promptly after past-due amounts and any reasonable restart fee are paid.
• We charge for pre-approved out-of-pocket expenses at cost. We do not mark up expenses unless the SOW says otherwise.
• All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes (other than taxes based on our net income).

If you in good faith dispute an invoice, you must notify us in writing within 10 days of receipt with detail. The undisputed portion remains payable on the original due date.

7. Term and termination

Each engagement runs for the term stated in the SOW. Either party may terminate an engagement:

• For convenience on at least thirty (30) days' written notice, unless the SOW says otherwise. You remain responsible for paying for all Services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments we made for the engagement.
• For cause if the other party materially breaches these Terms or the SOW and does not cure the breach within fifteen (15) days after written notice.
• Immediately if the other party becomes insolvent, files for or has filed against it any bankruptcy or similar proceeding, or makes an assignment for the benefit of creditors.

On termination, we will deliver work in progress in its then-current state, and the sections of these Terms that by their nature should survive termination (including sections on intellectual property, confidentiality, fees and payment, warranties and disclaimers, indemnification, limitation of liability, and governing law) will survive.

8. Intellectual property

8.1 Background IP

Each party retains all right, title, and interest in its Background IP. Nothing in these Terms or any SOW transfers Background IP between the parties.

8.2 Tools

We retain all right, title, and interest in our Tools. We grant you a non-exclusive, worldwide, royalty-free, perpetual license to use any Tools that are embedded in the Deliverables solely as part of the Deliverables and for your internal business purposes.

8.3 Deliverables

Subject to your full payment of all fees due under the applicable SOW, we assign to you all right, title, and interest we have in the Deliverables that are custom developed specifically for you under that SOW (the "Custom Deliverables"), other than Background IP, Tools, and any third-party or open-source materials. We agree to execute any reasonable documents necessary to give effect to this assignment.

8.4 Open source and third-party components

Deliverables may incorporate open-source software and third-party components, each governed by its own license. We will identify the material open-source and third-party components on request and you agree to comply with their licenses.

8.5 AI-generated material

Deliverables may include material generated with the assistance of AI tools. You acknowledge that the legal status of AI-generated material is evolving and that some AI-generated material may not be eligible for copyright or other protection in some jurisdictions. We assign to you whatever rights we have in such material as part of the Custom Deliverables, but we do not guarantee the level of protection available.

8.6 Feedback

If you give us feedback, ideas, or suggestions about our Services or Tools, we may use that feedback without restriction or compensation, including to improve our Services.

9. Confidentiality

In the course of an engagement, each party may receive non-public information of the other party ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under, or to receive the benefits of, the engagement; (b) protect it using at least the same degree of care it uses for its own confidential information of similar importance, and never less than reasonable care; and (c) limit access to those of its personnel and contractors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms.

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was known to the receiving party before disclosure, is independently developed without use of the disclosing party's information, or is rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information if required by law or court order, after giving the disclosing party reasonable notice (where allowed) so it can seek protective treatment.

Confidentiality obligations survive termination for five (5) years (or, for trade secrets, for as long as they remain trade secrets under applicable law).

10. Data protection and security

Where we process personal information on your behalf, we do so as a processor under your written instructions and in accordance with the data processing addendum ("DPA") we sign with you. The DPA is incorporated into the SOW by reference. If you have not signed a DPA with us and you are subject to data protection laws that require one, please tell us before we begin processing personal information so we can put one in place. Our handling of personal information that we collect as a controller (for example through our website and marketing) is described in our Privacy Policy.

We use commercially reasonable administrative, technical, and physical safeguards to protect your data. We will notify you without undue delay if we become aware of a security incident that affects your data, in accordance with the DPA and applicable law.

11. AI services and disclaimers

Many of our engagements involve building, integrating, or operating AI systems. The following terms apply to those engagements in addition to the rest of these Terms.

• No training on your data. We will not use your Confidential Information or personal information you provide to us to train any general-purpose foundation model that we own or license. We use third-party AI providers under business or enterprise terms that do not train on customer inputs by default wherever those terms are available.
• No warranty on AI output.AI systems can produce incorrect, incomplete, biased, or misleading output (sometimes called "hallucinations"). All AI-assisted Deliverables are provided "AS IS" with respect to AI-generated content. You are responsible for reviewing AI output before relying on it for decisions that affect people, money, safety, or compliance.
• Your data inputs. You represent that you have the rights necessary to provide any inputs you submit to AI systems we build, integrate, or operate, and that doing so does not violate the rights of any third party or any law.
• Sensitive and regulated data. You will not submit special categories of personal data, protected health information, payment card data, or other regulated data into AI systems unless we have agreed in writing on the additional safeguards required to handle that data.
• Prohibited uses. You may not use AI Deliverables for purposes prohibited by applicable law, including but not limited to manipulation that exploits vulnerabilities, social scoring by public authorities, real-time remote biometric identification in public spaces where prohibited, or any other use prohibited under the EU AI Act or comparable laws.
• EU AI Act roles.Where the EU AI Act applies, the SOW (or DPA) identifies which party acts as "provider," "deployer," or other role for the AI system. Each party will perform its obligations under the EU AI Act for the role assigned to it.
• Transparency to end users. If we deploy an AI system that interacts with end users on your behalf, you are responsible for providing the disclosures and notices to end users that the law requires (we will help where the SOW says so).
• No automated decisions with legal effects. Unless the SOW expressly says otherwise, AI Deliverables we provide are decision-support tools and are not designed to make solely-automated decisions that produce legal or similarly significant effects on individuals.

12. Third-party platforms

We often build on top of third-party platforms (for example Shopify, AWS, Vercel, Stripe, OpenAI, Anthropic, GitHub, and similar services). Your use of those platforms is governed by the platform's own terms of service, acceptable-use policy, and any developer or partner agreements that apply. We are not responsible for the availability, performance, security, or pricing decisions of third-party platforms, and platform changes outside our control may affect Deliverables. We will use commercially reasonable efforts to notify you of platform changes that we believe materially affect your engagement.

For Shopify engagements, you are responsible for keeping your Shopify subscription active, complying with the Shopify Acceptable Use Policy and Partner Program Agreement, and managing access to your store. We disclaim responsibility for downtime caused by Shopify or any other third-party platform.

13. Warranties and disclaimers

Mutual. Each party represents that it has the authority to enter into these Terms and that doing so will not breach any other agreement.

From us. We will perform the Services in a professional and workmanlike manner, using qualified personnel, in accordance with applicable industry standards. If a Deliverable does not materially conform to its written specification in the SOW and you notify us in writing within thirty (30) days of delivery, our sole obligation, and your sole and exclusive remedy, is for us to re-perform the affected Services or correct the Deliverable. If we are unable to do so within a reasonable time, we will refund the fees you paid for the non-conforming Services.

Disclaimer. Except as expressly stated in this section, the Services and Deliverables are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, and any warranty arising out of course of dealing or usage of trade. We do not warrant that the Services or Deliverables will be uninterrupted, error-free, secure against all attacks, or that any defect will be corrected.

14. Indemnification

By us.We will defend you against any third-party claim that the Custom Deliverables, as delivered to you and used in accordance with the SOW, infringe a valid copyright, trademark, or trade secret of that third party in the country where we delivered the Services, and we will indemnify you for damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction (or paid in settlement we approve) on such a claim. Our obligation does not apply to claims arising from (a) materials or directions you provided, (b) modifications you or anyone other than us made to the Deliverables, (c) combination of the Deliverables with anything not provided or recommended by us, (d) use after we tell you to stop, (e) open-source or third-party components subject to their own terms, or (f) AI-generated content. If a covered claim is asserted, we may, at our option, modify the Deliverables to be non-infringing, obtain a license that lets you keep using them, or terminate the affected portion of the SOW and refund the fees you paid for that portion.

By you.You will defend, indemnify, and hold us harmless from any third-party claim, damage, or expense (including reasonable attorneys' fees) arising from (a) your use of the Deliverables in violation of these Terms or law, (b) materials, data, or directions you provided to us, (c) your products or services into which the Deliverables are integrated, and (d) any breach of your representations in these Terms or an SOW.

The party seeking indemnification will give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (provided that no settlement may impose obligations or admissions on the other party without its prior written consent), and provide reasonable cooperation. This section is the sole and exclusive remedy for the claims it describes.

15. Limitation of liability

No indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, even if the party has been advised of the possibility of such damages.

Liability cap.Each party's total aggregate liability arising out of or related to these Terms and any SOW will not exceed the total fees you paid to us under the affected SOW in the twelve (12) months preceding the event giving rise to the liability.

Carveouts.The exclusions and cap above do not apply to (a) your obligation to pay undisputed fees, (b) either party's indemnification obligations, (c) breaches of confidentiality, (d) infringement or misappropriation of the other party's intellectual property, (e) gross negligence, willful misconduct, or fraud, or (f) liability that cannot be limited or excluded under applicable law.

16. Acceptable use

You will not, and will not permit any third party to, use our Services or any Deliverable to: (a) violate any law, regulation, or third-party right; (b) generate, distribute, or store unlawful, infringing, defamatory, harassing, or harmful content; (c) interfere with the security or integrity of any network or system; (d) reverse engineer or attempt to extract source code from any portion of our Tools (other than portions delivered to you in source form); (e) circumvent rate limits or technical restrictions of any service we use to provide the Services; or (f) build a product that competes with our Tools using our Tools.

17. DMCA / copyright complaints

If you believe that material on our website infringes your copyright, please send a notice to hello@suavetech.solutions that includes (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and where it is located; (d) your contact information; (e) a statement of good-faith belief that use of the material is not authorized; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act. We respond to valid notices in accordance with applicable law and may terminate the accounts of repeat infringers.

18. Publicity and references

Unless your SOW says otherwise, you grant us the right to identify you as a client and to use your name and logo on our website, in case studies, in pitch decks, and in similar marketing materials. You can revoke this right at any time by writing to us; revocation does not require us to remove materials already printed or distributed.

19. Force majeure

Neither party will be liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbance, labor disputes, internet or telecommunications failures, third-party platform outages, government actions, pandemics, and major cyber-incidents. The affected party will notify the other promptly and use reasonable efforts to resume performance.

20. Governing law and disputes

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

The parties will first try in good faith to resolve any dispute by negotiation between authorized representatives. If they cannot resolve it within thirty (30) days, the dispute will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. To the extent permitted by law, each party waives any right to a jury trial and to participate in any class action.

21. Miscellaneous

• Entire agreement. These Terms, together with any MSA, SOW, or DPA we sign with you, are the entire agreement between us about the subject matter and supersede prior or contemporaneous understandings.
• Order of precedence. If there is a conflict, the SOW controls over the MSA, the MSA controls over these Terms, and these Terms control over our website Privacy Policy.
• Independent contractors. The parties are independent contractors. Nothing creates an employment, partnership, joint venture, or agency relationship.
• Assignment.Neither party may assign these Terms without the other's written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets.
• Notices. Notices must be in writing. Notices to us must be sent to hello@suavetech.solutions with the subject line "Legal Notice." Notices to you may be sent to the email or postal address you provided.
• Severability. If any provision is held unenforceable, the rest of these Terms remain in effect.
• No waiver. A failure to enforce any right is not a waiver of that right.
• Headings. Headings are for convenience only and do not affect interpretation.
• Export and sanctions. Each party will comply with applicable export control and sanctions laws.

22. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, give you additional notice. The Terms in effect on the date you sign an SOW continue to apply to that SOW unless we both agree in writing to apply a newer version.

23. Contact

Questions about these Terms or any engagement should go to hello@suavetech.solutions.

These Terms are provided for transparency and are not legal advice. We recommend that you have your own counsel review them and any SOW or MSA before signing.