Terms of Service

1. Services

Gnariex provides custom software development services including, but not limited to, website development, web and mobile application development, cloud system architecture, enterprise portals, dashboards, and ongoing maintenance and support. The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (SOW) or Service Agreement executed between Gnariex and the client.

2. Acceptance and Eligibility

By using our website or services, you represent that you are at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the organization you represent. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

3. Client Responsibilities

To enable Gnariex to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and access required for the project.
• Designate a primary point of contact with authority to make decisions on your behalf.
• Review and provide feedback or approvals within the timeframes agreed upon in the SOW.
• Ensure that any materials you provide (content, images, data, third-party software) do not infringe any third-party intellectual property rights.
• Use our services only for lawful purposes and in compliance with all applicable laws and regulations.

4. Payment Terms

Payment terms are specified in each project's SOW or invoice. Unless otherwise agreed:

• A deposit (typically 30–50% of the project total) is required before work commences.
• Remaining balances are due upon milestone completion or project delivery, as outlined in the SOW.
• Invoices are payable within 14 days of issuance unless otherwise agreed.
• Late payments may incur a monthly interest charge of 1.5% or the maximum permitted by law, whichever is lower.
• Gnariex reserves the right to pause or suspend work on overdue accounts.

5. Intellectual Property

6. Confidentiality

Both parties agree to keep confidential any non-public information disclosed by the other party in connection with the services (“Confidential Information”). Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement for a period of 3 years. Gnariex may reference your company name and project type in its portfolio unless you request otherwise in writing.

7. Warranties and Disclaimers

Gnariex warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will substantially conform to the specifications in the SOW at the time of delivery.

EXCEPT AS EXPRESSLY STATED ABOVE, GNARIEX PROVIDES ALL SERVICES AND WEBSITE CONTENT “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GNARIEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GNARIEX'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO GNARIEX IN THE 12 MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Gnariex and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of our website or services; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; or (d) any content or materials you provide to Gnariex.

10. Termination

Either party may terminate a project engagement:

• For convenience, with 14 days' written notice to the other party.
• Immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within 7 days of notice.

Upon termination, you will pay Gnariex for all work completed up to the termination date on a pro-rated basis. Gnariex will deliver all completed work product. Sections relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

11. Website Use

When using our website, you agree not to:

• Use the site for any unlawful purpose or in violation of any regulations.
• Attempt to gain unauthorized access to any portion of the site or its related systems.
• Transmit any harmful, offensive, or disruptive content.
• Use automated tools to scrape, crawl, or extract data without our express written permission.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with applicable law. Any disputes arising from these Terms or our services shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration before a mutually agreed arbitrator. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

13. Changes to These Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated by updating the “Last updated” date. Continued use of our website or services after changes constitutes acceptance of the revised Terms. For active project engagements, changes to Terms will not affect the existing SOW without mutual written agreement.

14. Contact Us

For questions about these Terms, please contact us: