Terms and Conditions

Applies To: All proposals, quotations, statements of work, requirements documents, service contracts, invoices, product usage, and engagements issued by UVNYX.

1. Definitions

• “UVNYX” refers to UVNYX, UVNYX Labs, and its affiliates.
• “Client” refers to the individual or legal entity engaging UVNYX.
• “Services” include consulting, engineering, software development, hardware development, system integration, managed services, and usage of UVNYX products or platforms under subscription or pay-as-you-go models.
• “Deliverables” mean work products provided under an engagement.
• “Agreement” means these Terms & Conditions together with any Proposal, Quotation, Statement of Work (SoW), Requirements Specification Document (RSD), Service Contract, invoice, or written acceptance, whether executed individually or collectively.

2. Scope of Engagement

Services shall be performed strictly in accordance with the agreed scope defined in the applicable Proposal, SoW, or RSD.

Any work not explicitly included in the agreed scope shall be considered out of scope and may require:

• a formal change request, and
• written approval, including revised fees and timelines.

3. Engagement Structure & Precedence

In case of conflict, the following order of precedence applies:

• Signed Statement of Work (SoW)
• Approved Requirements Specification Document (RSD)
• Accepted Quotation / Proposal
• These Terms & Conditions

4. Client Responsibilities

The Client agrees to:

• provide accurate, complete, and timely requirements
• assign a single authorized point of contact
• provide timely inputs, access, approvals, and feedback
• ensure availability of required third-party credentials, licenses, infrastructure, and permissions

Delays or failures in client responsibilities may result in:

• timeline adjustments
• cost revisions
• suspension of work where necessary

5. Change Management

Any change to scope, requirements, timeline, assumptions, or deliverables must follow a formal change management process, including impact assessment and written approval, before implementation.

UVNYX is not obligated to execute any change without written approval.

6. Fees, Invoicing & Payments

• Fees are as stated in the applicable quotation or SoW.
• Invoices are payable within the period specified on the invoice.
• Payments shall be made in the currency specified on the invoice, net of all bank charges, transfer fees, and deductions.

Late payments may result in:

• suspension of services
• delayed delivery
• additional charges, interest, or penalties as permitted by law

All fees are exclusive of applicable taxes unless explicitly stated otherwise. Any withholding taxes, duties, or similar charges imposed by the Client’s jurisdiction shall be borne by the Client unless otherwise agreed in writing.

7. Intellectual Property Rights

7.1 Client IP

Upon full payment, the Client shall own rights to client-specific deliverables explicitly developed for the engagement, unless otherwise stated for custom service projects.

7.2 UVNYX IP

UVNYX retains all rights to:

• pre-existing tools, frameworks, libraries
• internal methodologies and processes
• reusable components and generic modules
• general know-how and experience
• UVNYX product platforms used under subscription or pay-as-you-go models

Nothing in this Agreement transfers ownership of UVNYX’s background or platform intellectual property.

8. Confidentiality

Both parties agree to treat all non-public information exchanged during the engagement as confidential.

Confidential information shall not be disclosed except:

• as required by law or regulation
• with prior written consent
• to authorized personnel on a need-to-know basis

This obligation survives termination of the Agreement.

9. Data Protection & International Data Transfer

• UVNYX will take reasonable technical and organizational measures to protect client data.
• The Client remains the data controller unless otherwise agreed in writing.
• UVNYX acts as a data processor where applicable.

For international engagements:

• Client authorizes cross-border data processing and storage as required for service delivery
• UVNYX is not responsible for compliance failures arising from Client instructions, third-party systems, or client-managed infrastructure

Where required, a Data Processing Addendum (DPA) may be incorporated by reference.

10. Assumptions & Dependencies

The engagement is based on assumptions and dependencies stated in the Proposal, SoW, or RSD. If assumptions or dependencies change, UVNYX reserves the right to revise scope, pricing, and timelines.

11. Acceptance of Deliverables

Deliverables shall be deemed accepted when:

• acceptance criteria are met and approved in writing, or
• no written rejection is received within the agreed review period

Minor defects that do not materially impact intended usage shall not constitute rejection.

12. Warranty & Disclaimer

UVNYX warrants that services will be performed with reasonable skill and care.

Except as expressly stated:

• all services and deliverables are provided “as is”
• no guarantee is made regarding business outcomes, performance gains, financial results, regulatory approvals, or market success

13. Limitation of Liability

To the maximum extent permitted by law:

• UVNYX’s total liability shall not exceed the fees paid for the specific engagement giving rise to the claim
• UVNYX shall not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, or goodwill

This limitation applies regardless of jurisdiction.

14. Force Majeure

UVNYX shall not be liable for delays or failures caused by events beyond reasonable control, including but not limited to natural disasters, government actions, regulatory changes, network or infrastructure failures, and third-party service outages.

15. Termination

Either party may terminate the engagement:

• for material breach not cured within a reasonable period
• by written notice as defined in the SoW

Upon termination:

• work completed up to the termination date shall be payable
• confidentiality, IP, liability, and governing law clauses shall survive

16. Subcontracting

UVNYX may engage subcontractors or partners where necessary, while remaining responsible for overall delivery quality.

17. Non-Solicitation

During the engagement and for a defined period thereafter, the Client agrees not to solicit or hire UVNYX personnel involved in the project without prior written consent.

18. Export Controls & Sanctions Compliance

The Client represents that it is not subject to applicable trade sanctions or export control restrictions and shall not use UVNYX services in violation of such laws.

19. Governing Law & Jurisdiction

This Agreement shall be governed by the laws specified in the applicable SoW or invoice. Unless otherwise agreed in writing, courts located in UVNYX’s principal place of business shall have exclusive jurisdiction.

20. Entire Agreement

These Terms & Conditions, together with the Proposal, SoW, RSD, and invoice, constitute the entire agreement between the parties and supersede all prior discussions or understandings.

21. Amendments

UVNYX may update these Terms & Conditions from time to time. Any such amendments shall be documented, communicated transparently, and applicable prospectively unless otherwise agreed.

22. Acceptance

By accepting a quotation, SoW, RSD, service contract, invoice, or by engaging UVNYX services or products, the Client agrees to be bound by these Terms & Conditions.