General Terms
These Terms govern your use of Ilvaya's services, including custom software development, support, and consulting. By engaging with Ilvaya you accept these Terms and any written agreements that supplement them. Services are provided in accordance with the scopes, timelines, and fees agreed in each project proposal or contract.
Eligibility and Lawful Use
You must be authorized to act on behalf of your organization and enter binding agreements. Use of our services must comply with applicable law and this agreement. Ilvaya may refuse service to individuals or entities that pose legal or reputational risk.
Our services are intended for adult professionals and legal entities. If you are under 18, you must have consent from a legal guardian and authority to bind the organization.
You agree not to use Ilvaya services for illegal activities, infringement of third-party rights, or to distribute malware, spam, or unlawful content.
Some services or deliverables may be restricted in certain jurisdictions. It is your responsibility to ensure compliance with local laws and export controls where you operate.
Accounts and Access
If an account is required for service delivery, you are responsible for maintaining accurate account information and secure credentials. Account access enables collaboration and delivery of project artifacts and support.
Provide accurate contact and organization details. Ilvaya is not responsible for delays or failures resulting from incorrect account information provided by you.
Keep your account credentials confidential. Notify Ilvaya immediately if you suspect unauthorized access. We recommend multi-factor authentication where supported.
Accounts and related access rights are non-transferable without written consent from Ilvaya. Any transfer of intellectual property or rights will be governed by the applicable contract.
If you believe your account has been compromised, notify [email protected] immediately so we can take protective measures and assist with containment.
Ilvaya may suspend account access for breaches of these Terms, non-payment, or security concerns. We will notify you when possible and provide steps to restore access where appropriate.
Scope of Services
Ilvaya provides custom software development, integration, migration, and ongoing support tailored to business operations. Service scope, deliverables, timelines, and fees are set out in project proposals or statements of work agreed by both parties.
Project scope changes must be documented and approved. Change requests may affect cost and schedule. Ilvaya will provide a written variation and estimated impact before beginning additional work.
Ilvaya strives for service continuity and will provide scheduled maintenance notices. Availability commitments, if any, will be specified in the contract or service level agreement.
Rules of Use
To maintain a productive engagement, clients and users should follow these guidelines when using Ilvaya services and collaborating with our teams.
- Provide timely access to systems, stakeholders, and data necessary for delivery.
- Respect project timelines and respond to requests for information promptly.
- Do not attempt to reverse engineer or copy proprietary Ilvaya tools without consent.
- Use delivered software only as permitted in the agreement.
- Report suspected security incidents promptly to Ilvaya.
- Treat Ilvaya personnel and subcontractors with professionalism and respect.
- Comply with applicable laws and export controls in use of services.
Client Data and User Content
You retain ownership of your data provided to Ilvaya for project purposes. Ilvaya will process such data to deliver the agreed services and will treat it in accordance with the privacy terms.
All input data and content you supply remain your property unless otherwise stated in a separate agreement. Ilvaya may use anonymized, aggregated data for internal improvement and analytics.
You grant Ilvaya a limited, non-exclusive license to use, copy, and modify client-provided materials solely to perform the contracted services and for associated testing and deployment.
You are responsible for the legality, quality, and authenticity of content supplied to Ilvaya and for obtaining any necessary rights, consents, or licenses for its use in the project.
Ilvaya will remove or return client data upon contract completion or termination as specified in the agreement, subject to any legal retention obligations.
Intellectual Property
Intellectual property created during a project is handled per the terms in the applicable contract. Typically, clients receive rights to project deliverables upon full payment, while Ilvaya retains rights to pre-existing tools, frameworks, and methodologies used to build the solution.
- Clients must not claim ownership over Ilvaya's pre-existing libraries, templates, or proprietary tools.
- Ilvaya may license third-party components under their respective terms; clients must comply with those license conditions.
- Any open-source components included in deliverables will be identified and governed by their original licenses.
Paid Services and Fees
Fees for custom development, support, and related services are established in written proposals or contracts. Payment terms and milestones will be clearly specified and agreed prior to commencement.
Pricing is based on scope, complexity, and resource allocation. Estimates are provided in proposals and may be adjusted for approved scope changes or material scope ambiguities discovered during delivery.
Invoices are payable according to contract terms. Late payments may incur interest or suspension of services. Accepted payment methods will be listed on the invoice.
Recurring services or maintenance arrangements will be billed per the subscription terms in the agreement. Cancellation terms are set out in the contract.
Refunds, if any, are subject to the terms specified in the contract and depend on the nature of the service and work performed to date.
Either party may terminate the contract in accordance with the termination provisions. Cancellation may trigger fees for work completed and reasonable wind-down costs.
Fees are exclusive of applicable taxes, duties, or levies. Clients are responsible for local taxes unless otherwise stated in the contract.
Ilvaya may adjust pricing for future work or subscriptions with prior notice as defined in the contract, taking into account market conditions and cost changes.
Non-payment may result in suspension, termination, or recovery actions. Ilvaya reserves the right to cease delivery pending resolution of outstanding invoices.
Disclaimer
Ilvaya strives to deliver high-quality software and professional services. Except as expressly provided in a written contract, services and deliverables are provided 'as is' and Ilvaya does not provide warranties beyond those explicitly agreed in writing.
Limitation of Liability
To the extent permitted by law, Ilvaya shall not be liable for indirect, incidental, or consequential damages arising from use of its services. Aggregate liability for direct damages will be limited as specified in the applicable contract.
Third-Party Services
Projects may involve integration with third-party services. Ilvaya is not responsible for availability, performance, or terms of third-party providers. Clients are responsible for any third-party costs and compliance with their terms.
Termination
Either party may terminate for material breach if the breach is not cured within a specified cure period. Ilvaya may also terminate for convenience as defined in the contract, subject to termination fees and notice requirements.
Upon termination, clients will pay for work completed up to the effective termination date and receive deliverables as specified in the agreement. Ilvaya may remove access to systems and materials upon settlement of balances.
Privacy and Data Protection
Ilvaya processes personal data in accordance with its Privacy Policy. Data handling, retention, and security obligations are detailed in the privacy documentation and contractual agreements where required.
Communications
Official communications will be platform via the contact details provided in the contract. Notices regarding breaches, termination, or legal claims should be sent to the address listed in the contract or to [email protected].
Changes to Terms
Ilvaya may update these Terms to reflect legal or business changes. Material changes will be communicated to clients and will apply to future engagements. Existing contracts govern active projects unless mutually amended.
Governing Law
These Terms and any contracts with Ilvaya are governed by the laws of Singapore, without regard to choice-of-law principles. Parties will attempt to resolve disputes amicably before pursuing formal remedies.
Dispute Resolution
Parties should seek to resolve disputes through good-faith negotiation and, where appropriate, mediation. If unresolved, disputes may be submitted to the courts of Singapore as specified in the contract.