Terms of Service
Comprehensive terms governing our software development partnerships. Clear, fair terms designed to protect both parties while enabling successful project delivery.
Table of Contents
Acceptance of Terms
By engaging NavioX Solutions Inc. for software development services, you agree to be bound by these comprehensive terms of service.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NavioX Solutions Inc. ("Company," "we," "our," or "us") regarding the use of our software development, web development, mobile application development, and related technology services.
Agreement Scope
- • Custom software development projects
- • Web and mobile application development
- • Cloud infrastructure and DevOps services
- • API development and integrations
- • Technical consulting and advisory services
Important Notes
- • Terms are effective immediately upon engagement
- • Supersedes all previous agreements
- • Regular updates to reflect industry changes
- • Binding on authorized representatives
- • Applicable to all current and future projects
Services Description
NavioX Solutions Inc. specializes in comprehensive software development services designed to transform your business ideas into robust, scalable, and innovative digital solutions. Our expertise spans the entire development lifecycle.
Custom Software Development
- • Enterprise applications
- • SaaS platform development
- • Desktop applications
- • Legacy system modernization
- • Microservices architecture
Web Development
- • Progressive Web Applications (PWAs)
- • E-commerce platforms
- • Content Management Systems
- • Real-time web applications
- • Responsive design implementation
Mobile Development
- • Native iOS and Android apps
- • Cross-platform solutions
- • React Native development
- • Flutter applications
- • Mobile backend services
Cloud & DevOps
- • Cloud architecture design
- • CI/CD pipeline implementation
- • Infrastructure as Code (IaC)
- • Container orchestration
- • Monitoring and logging
API & Integrations
- • RESTful API development
- • GraphQL implementation
- • Third-party integrations
- • Payment gateway integration
- • Webhook development
Consulting & Strategy
- • Technology stack selection
- • Architecture consultation
- • Code audits and reviews
- • Performance optimization
- • Security assessments
Service Delivery Model
Discovery & Planning
Requirements analysis, technical planning, and project roadmap
Development & Testing
Agile development, continuous testing, and iterative delivery
Deployment & Support
Production deployment, monitoring, and ongoing maintenance
Client Responsibilities
Successful project delivery requires active collaboration. As our client, you agree to fulfill the following responsibilities to ensure timely and effective completion of your software development project.
Project Requirements
- • Provide clear, detailed project specifications
- • Define acceptance criteria and success metrics
- • Supply necessary design assets and brand guidelines
- • Identify all integration requirements upfront
- • Communicate scope changes promptly
Timely Communication
- • Respond to requests within 48 hours
- • Attend scheduled meetings and reviews
- • Provide feedback within agreed timeframes
- • Escalate issues or concerns promptly
- • Maintain updated contact information
Access & Resources
- • Provide necessary system access credentials
- • Grant access to relevant APIs and services
- • Ensure availability of key stakeholders
- • Facilitate access to existing documentation
- • Support testing environment setup
Payment Obligations
- • Make payments according to agreed schedule
- • Process invoices within 30 days
- • Maintain current payment information
- • Report payment issues immediately
- • Cover additional costs for scope changes
Legal Compliance
- • Ensure all provided content is legally compliant
- • Obtain necessary licenses for third-party assets
- • Comply with data protection regulations
- • Maintain confidentiality of proprietary information
- • Adhere to industry-specific regulations
Testing & Acceptance
- • Participate in user acceptance testing
- • Provide timely feedback on deliverables
- • Test functionality in your environment
- • Sign off on completed project phases
- • Report bugs and issues systematically
Project Success Partnership
Project success depends on mutual collaboration. Delays in client responsibilities may impact project timelines and costs. We're committed to working with you to ensure clear communication and efficient project delivery.
Payment & Billing Terms
Payment Structure
Fixed-Price Projects
For projects with well-defined scope and requirements:
- • 30% upfront payment upon contract signing
- • 40% payment at 50% project completion
- • 30% final payment upon project delivery
Time & Materials
For projects with evolving requirements:
- • Bi-weekly invoicing based on actual hours
- • Detailed time tracking and reporting
- • Pre-approved hourly rates for different roles
Retainer Agreements
For ongoing development and maintenance:
- • Monthly recurring payments
- • Guaranteed availability and response times
- • Flexible hour banks and rollover policies
Payment Terms & Conditions
Invoice Processing
- • Net 30 payment terms (unless otherwise agreed)
- • Electronic invoicing via email
- • Multiple payment methods accepted
- • Automatic late payment notifications
- • Detailed breakdown of all charges
Late Payment Policy
- • 1.5% monthly interest on overdue amounts
- • Work suspension after 15 days overdue
- • Collection costs charged to client
- • Right to demand immediate payment
- • Termination rights for non-payment
Accepted Payment Methods
Currency & Taxes
Primary Currency: USD
Other currencies by arrangement
Tax Handling
Applicable taxes added per jurisdiction
Expense Policy
Additional expenses incurred for your project will be billed separately with prior approval:
- • Third-party service licenses
- • Cloud hosting and infrastructure
- • Specialized software tools
- • Travel expenses (if applicable)
Intellectual Property Rights
Clear intellectual property ownership protects both parties and ensures proper attribution and usage rights. Our IP framework is designed to be fair and transparent while protecting our methodologies and your business assets.
Client Ownership Rights
Custom Developed Code
Full ownership and source code rights transfer to client upon final payment completion.
Business Logic & Data
All business-specific logic, processes, and data remain entirely under client ownership.
Trademark & Branding
Client retains all rights to trademarks, brand elements, and proprietary content.
NavioX Reserved Rights
Development Methodologies
Our proprietary development processes, frameworks, and methodologies remain our intellectual property.
Reusable Components
Generic utilities, libraries, and components we develop may be reused in other projects.
Knowledge & Experience
General knowledge, techniques, and experience gained during your project remain with our team.
Third-Party Components
Open Source Software
Subject to respective open source licenses (MIT, Apache, GPL, etc.)
- • Detailed license documentation provided
- • Compliance verification included
- • Attribution requirements respected
Commercial Libraries
Licensed software requiring separate agreements
- • Client responsible for licensing costs
- • Assistance with license procurement
- • Alternative solutions when possible
API Integrations
Third-party service integrations and their terms
- • Individual service terms apply
- • Client accounts and billing separate
- • Integration code fully owned by client
Portfolio & Marketing Rights
Case Study Rights
Right to showcase general project approach and technologies used
Client Reference
Permission to list client name and project type in our portfolio
Confidential Projects
No marketing rights for projects marked confidential
IP Violation Protection
Both parties agree to respect intellectual property rights and will indemnify each other against IP violation claims related to materials they provided or approved.
Development Process & Methodology
Our development process is designed for transparency, quality, and efficient delivery. We employ industry-standard methodologies adapted to each project's unique requirements and client preferences.
Agile Development Framework
Sprint Planning
2-week sprints with clear deliverables and success criteria
Daily Standups
Regular progress updates and issue identification
Sprint Reviews
Demonstration of completed features and client feedback
Retrospectives
Process improvement and team optimization
Quality Assurance Process
Code Reviews
Peer review for all code before integration
Automated Testing
Unit, integration, and end-to-end test coverage
Performance Testing
Load testing and optimization verification
Security Audits
Regular security assessments and vulnerability scans
Communication & Reporting
Real-time Communication
Slack, email, and video calls for immediate issues and updates
Progress Reports
Weekly detailed reports with metrics, accomplishments, and next steps
Project Visibility
Access to project management tools and live development environment
Change Management
We accommodate scope changes while maintaining project integrity:
- • Formal change request documentation
- • Impact assessment on timeline and budget
- • Client approval before implementation
- • Updated project documentation
Risk Management
Proactive identification and mitigation of project risks:
- • Regular risk assessment and reporting
- • Contingency planning for critical issues
- • Early warning systems for potential delays
- • Backup solutions and alternative approaches
Confidentiality & Non-Disclosure
We understand that your business information, processes, and data are confidential and proprietary. Our comprehensive confidentiality framework ensures maximum protection of your sensitive information.
Confidential Information Includes
Business Information
Business strategies, financial data, customer lists, pricing models, and market analysis
Technical Information
Source code, algorithms, system architectures, database schemas, and API specifications
Operational Information
Internal processes, workflows, user data, analytics, and performance metrics
Strategic Information
Future plans, product roadmaps, partnership details, and competitive advantages
Our Confidentiality Obligations
Strict Non-Disclosure
No disclosure to third parties without explicit written consent
Limited Access
Access restricted to team members directly involved in your project
Secure Handling
Encrypted storage, secure transmission, and protected development environments
Return or Destruction
Secure deletion or return of all confidential materials upon project completion
Security Measures
Technical Safeguards
- • End-to-end encryption for all communications
- • Secure VPN access to development environments
- • Multi-factor authentication for all accounts
- • Regular security audits and monitoring
Team Training
- • Comprehensive confidentiality training
- • Individual NDA agreements with all team members
- • Regular security awareness updates
- • Clear escalation procedures for security incidents
Legal Protections
Mutual NDA
Comprehensive non-disclosure agreement protecting both parties
Duration
Confidentiality obligations survive project completion by 5 years
Remedies
Injunctive relief and damages available for breaches
Exceptions
Confidentiality obligations do not apply to information that:
- • Is publicly available through no breach by us
- • Was known to us prior to disclosure
- • Is required to be disclosed by law or court order
- • Is independently developed without use of your information
Warranties & Disclaimers
We provide warranties for our services while clearly disclaiming certain liabilities to ensure fair and transparent terms.
This section outlines the warranties we provide and the disclaimers that apply to our services. We believe in transparency and want to clearly communicate what we guarantee and what we don't.
Our Warranties
Service Quality
Services will be performed with reasonable care and skill
Professional Standards
Work will meet industry standards and best practices
Compliance
Services will comply with applicable laws and regulations
Intellectual Property
We have the right to provide the services and deliverables
Performance Guarantees
Timeline Commitment
Reasonable efforts to meet agreed project timelines
Quality Assurance
Testing and review processes for all deliverables
Communication
Regular updates and responsive communication
Important Disclaimers
No Guarantee of Results
We cannot guarantee specific business outcomes or results
Third-Party Services
No warranty for third-party services or integrations
Client Data
No warranty for data provided by client
Future Compatibility
No guarantee of future compatibility with evolving technologies
Exclusion of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED.
Warranty Period
Software Defects: 90 days from delivery
Documentation Errors: 30 days from delivery
Performance Issues: 60 days from deployment
Security Vulnerabilities: Ongoing during service period
Limitation of Liability
Our liability is limited to the amount paid for services in the 12 months preceding the claim.
This section establishes the limits of our liability to ensure fair and reasonable risk allocation between both parties. These limitations are standard in the software development industry.
Liability Limits
Maximum Liability
Limited to fees paid in the 12 months preceding the claim
No Consequential Damages
Excludes lost profits, business interruption, data loss
No Punitive Damages
Excludes exemplary or punitive damages
Excluded Damages
Indirect Damages
Lost profits, revenue, or business opportunities
Data Loss
Loss of data, information, or content
Reputational Harm
Damage to reputation or brand value
Exceptions to Limitations
Gross Negligence
Limitations do not apply to gross negligence or willful misconduct
Intellectual Property
IP infringement claims may exceed liability limits
Personal Injury
Personal injury or death claims are not limited
Statutory Rights
Limitations do not affect statutory consumer rights
Risk Allocation
These limitations reflect the nature of software development services and the risks inherent in technology projects. They ensure fair risk allocation between both parties.
Insurance Coverage
Professional Liability: $2,000,000 per occurrence
General Liability: $1,000,000 per occurrence
Cyber Liability: $1,000,000 per occurrence
Workers Compensation: As required by law
Data Ownership & Security
Clear data ownership rights and comprehensive security measures protect your valuable information.
This section defines data ownership, outlines security measures, and establishes protocols for data handling throughout our engagement.
Data Ownership
Client Data
You retain full ownership of all your data and content
Generated Data
Data created during development belongs to you
Usage Rights
You have unlimited rights to use your data
Security Measures
Encryption
Data encrypted in transit and at rest
Access Controls
Role-based access and authentication
Monitoring
24/7 security monitoring and alerts
Data Handling Protocols
Collection
Only collect data necessary for project delivery
Processing
Process data according to agreed purposes
Storage
Secure storage with appropriate retention periods
Deletion
Secure deletion upon project completion
Data Breach Response
In the event of a data breach:
- • Immediate notification within 24 hours
- • Investigation and containment procedures
- • Regulatory notification if required
- • Remediation and prevention measures
Compliance Standards
GDPR: Full compliance with data protection regulations
ISO 27001: Information security management system
SOC 2: Security, availability, and confidentiality controls
Industry Standards: Following best practices for data security
Termination & Suspension
Clear termination rights and procedures ensure both parties can end the relationship fairly and orderly.
This section outlines the circumstances under which either party may terminate the agreement and the procedures that must be followed to ensure an orderly transition.
Termination by Client
Convenience
30 days written notice for any reason
Material Breach
Immediate termination for our material breach
Insolvency
Immediate termination if we become insolvent
Termination by Us
Non-Payment
15 days after payment is overdue
Material Breach
Immediate termination for client material breach
Illegal Activity
Immediate termination for illegal use of services
Termination Procedures
Notice Period
Written notice with specific termination date
Transition Period
Reasonable time for knowledge transfer
Final Deliverables
Completion of work in progress
Data Return
Return or deletion of client data
Suspension Rights
We may suspend services for:
- • Non-payment of invoices
- • Security concerns or violations
- • Excessive resource usage
- • Violation of acceptable use policies
Post-Termination Obligations
Confidentiality: Survives termination for 5 years
Payment: Outstanding amounts due immediately
Intellectual Property: Rights transfer upon final payment
Data: Secure deletion or return within 30 days
Dispute Resolution
We prefer to resolve disputes through direct communication and mediation before considering legal action.
This section establishes a structured approach to resolving disputes, starting with direct communication and progressing through mediation before any legal proceedings.
Resolution Steps
Direct Discussion
Initial attempt to resolve through direct communication
Escalation
Escalate to senior management within 10 days
Mediation
Formal mediation if direct resolution fails
Mediation Process
Selection
Mutually agreed mediator or mediation service
Timeline
Mediation to be completed within 60 days
Costs
Costs shared equally between parties
Legal Proceedings
Last Resort
Legal action only after mediation fails
Jurisdiction
Courts in Dhaka, Bangladesh have jurisdiction
Governing Law
Bangladesh law governs these Terms
Attorney Fees
Prevailing party may recover reasonable fees
Interim Relief
Either party may seek interim relief (injunctive relief) from a court of competent jurisdiction to prevent irreparable harm while the dispute resolution process is ongoing.
Communication During Disputes
Good Faith: All parties must act in good faith
Confidentiality: Dispute proceedings are confidential
Continuation: Services continue during dispute resolution
Documentation: All communications documented in writing
Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control.
In the event that either party is unable to perform its obligations under these Terms due to circumstances beyond its reasonable control, such party shall not be liable for any failure or delay in performance.
Qualifying Events
- • Natural disasters (earthquakes, floods, hurricanes)
- • Government actions or regulations
- • War, terrorism, or civil unrest
- • Labor strikes or work stoppages
- • Internet or utility service failures
- • Acts of God or unforeseen circumstances
Notification Requirements
- • Immediate notification within 24 hours
- • Regular updates on situation status
- • Documentation of impact and duration
- • Cooperation in finding alternative solutions
- • Resumption of services when possible
Mitigation Efforts
Both parties agree to use reasonable efforts to minimize the impact of force majeure events:
Our Commitments
- • Implement business continuity plans
- • Provide remote work capabilities
- • Maintain backup systems and data
- • Communicate alternative arrangements
Client Cooperation
- • Provide necessary access and information
- • Accept reasonable service modifications
- • Maintain communication channels
- • Consider alternative delivery methods
Indemnification
Both parties agree to protect each other from certain claims and losses arising from their respective actions or inactions under these Terms. This mutual protection ensures fair risk allocation.
Client Indemnification
You agree to indemnify and hold us harmless from:
- • Claims arising from your content or materials
- • Violations of third-party intellectual property rights
- • Breaches of your obligations under these Terms
- • Misuse of our services or deliverables
- • Claims by your customers or end users
Our Indemnification
We agree to indemnify and hold you harmless from:
- • Claims arising from our gross negligence
- • Violations of our confidentiality obligations
- • Breaches of our service warranties
- • Claims by our employees or subcontractors
- • Infringement of our own intellectual property
Indemnification Process
Notification
Prompt written notice of any claim or potential claim
Cooperation
Reasonable assistance in defense and settlement
Control
Indemnifying party controls defense and settlement
Limitations
Excludes consequential and punitive damages
Exclusions
Indemnification does not cover:
- • Claims arising from the other party's gross negligence
- • Willful misconduct or intentional violations
- • Claims covered by insurance policies
- • Consequential or punitive damages
Compliance & Laws
Both parties agree to comply with all applicable laws, regulations, and industry standards. This includes data protection, export controls, and other relevant legal requirements.
Data Protection & Privacy
GDPR Compliance
Processing personal data in accordance with GDPR requirements
Data Security
Implementing appropriate technical and organizational measures
Data Breach Notification
Prompt notification of any data security incidents
Export Controls & Sanctions
Export Compliance
Compliance with applicable export control regulations
Sanctions Screening
Screening against applicable sanctions lists
Technology Transfer
Proper licensing for controlled technology
Industry Standards
Security Standards
- • ISO 27001 Information Security
- • SOC 2 Type II Compliance
- • OWASP Security Guidelines
- • Industry best practices
Quality Standards
- • ISO 9001 Quality Management
- • Agile development methodologies
- • Code review and testing standards
- • Documentation requirements
Regulatory Changes
Both parties agree to:
- • Monitor relevant regulatory changes
- • Update practices to maintain compliance
- • Notify each other of compliance issues
- • Cooperate in compliance audits
Non-Compliance Consequences
Failure to comply with applicable laws may result in immediate termination of services and potential legal action. Both parties reserve the right to suspend services if compliance cannot be maintained.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Should any provision of these Terms be determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.
Partial Invalidity
- • Invalid provisions do not affect other terms
- • Remaining provisions remain fully enforceable
- • Parties may negotiate replacement terms
- • Court may modify unenforceable provisions
Reformation
- • Courts may reform invalid provisions
- • Terms modified to be enforceable
- • Original intent preserved where possible
- • Parties agree to reasonable modifications
Severability Process
Identification
Identify the specific unenforceable provision
Assessment
Evaluate impact on remaining terms
Enforcement
Continue with valid provisions
Entire Agreement
These Terms constitute the complete and exclusive agreement between the parties regarding the subject matter.
These Terms of Service, together with any project-specific agreements, statements of work, and other documents expressly incorporated by reference, constitute the entire agreement between you and NavioX Solutions Inc. regarding the subject matter hereof.
Supersedes Previous Agreements
- • All prior oral and written agreements
- • Previous terms of service
- • Contradictory communications
- • Informal understandings
- • Standard industry practices
Incorporated Documents
- • Project-specific agreements
- • Statements of work (SOW)
- • Service level agreements (SLA)
- • Non-disclosure agreements (NDA)
- • Change orders and amendments
Amendment Process
Written Amendments
All changes must be in writing and signed by both parties
Specific References
Amendments must specifically reference these Terms
Effective Date
Changes become effective upon mutual agreement
Parol Evidence Rule
No oral statements, negotiations, or other communications outside of this written agreement shall be considered part of the agreement or used to interpret its terms.
Integration Clause
This agreement represents the final, complete, and exclusive statement of the terms and conditions between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.
Contact Information
Legal & Contracts
General Inquiries
Company Information
Legal Name: NavioX Solutions Inc.
Business Registration: Bangladesh
Tax ID: [Tax Identification Number]
Established: 2024
Industry: Software Development Services
Specialization: Custom Software, Web & Mobile Apps
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