Terms & Conditions - Sphinx Solutions

Introduction

Welcome to YourCompany ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website, products, and services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

Definitions

For the purposes of these Terms, the following definitions shall apply:

• "Client" refers to any individual or entity that engages our Services, enters into a contract, or creates an account on our platform.
• "Services" encompass all products, software solutions, consulting, web development, mobile application development, and any other offerings provided by YourCompany.
• "Deliverables" means all work product, software, documentation, and materials created or provided by us as part of our Services.
• "Confidential Information" includes any proprietary data, trade secrets, business plans, technical specifications, or other non-public information shared between the parties.
• "Third-Party Services" refers to any external tools, platforms, APIs, or software integrations that are not owned or operated by YourCompany.

Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. When using our Services, you agree not to:

• Violate any applicable local, national, or international law or regulation in connection with your use of the Services.
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to our servers.
• Transmit any viruses, malware, or other malicious code that could harm our systems or those of other users.
• Use the Services to infringe upon the intellectual property rights of any third party, including copyrights, trademarks, and patents.
• Engage in any activity that interferes with or disrupts the performance, security, or functionality of the Services.

We reserve the right to suspend or terminate your access to the Services at any time if we determine, in our sole discretion, that you have violated these Terms.

User Accounts

Certain features of our Services may require you to create an account. When creating an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to safeguard your account information.

Intellectual Property Rights

All content, designs, source code, algorithms, trademarks, logos, and other intellectual property associated with our Services are the exclusive property of YourCompany or its licensors and are protected by applicable intellectual property laws.

Upon full payment for our Services, we grant you a non-exclusive, non-transferable license to use the Deliverables for the purposes outlined in your service agreement. Unless explicitly stated otherwise in a written agreement, all proprietary frameworks, libraries, tools, and pre-existing intellectual property used in creating the Deliverables remain the sole property of YourCompany.

You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any of our intellectual property without our prior written consent.

Payment Terms

Fees for our Services are outlined in the applicable service agreement, proposal, or invoice. Unless otherwise agreed upon in writing:

• All payments are due within 30 days of the invoice date unless a different payment schedule has been established in your contract.
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
• We accept payments via bank transfer, credit card, and other methods as specified in your invoice or agreement.
• All fees are exclusive of taxes, duties, and levies. You are responsible for paying all applicable taxes associated with the Services.

We reserve the right to suspend or terminate Services for accounts with overdue balances. Refunds, if applicable, will be processed in accordance with the terms specified in your individual service agreement.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information exchanged during the course of the business relationship. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party.

This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

The obligations of confidentiality set forth in this section shall survive the termination of these Terms for a period of three (3) years.

Data Privacy

We are committed to protecting your personal data and privacy. Our collection, use, and storage of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our Services, you consent to the collection and processing of your data as described in our Privacy Policy. We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security audits.

Limitation of Liability

To the fullest extent permitted by applicable law, YourCompany shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with your use of the Services.

Our total cumulative liability for all claims arising out of or related to these Terms or the Services shall not exceed the total amount paid by you to YourCompany during the twelve (12) months preceding the claim.

Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

Termination

Either party may terminate the service relationship by providing written notice in accordance with the terms of the applicable service agreement. In the absence of specific termination provisions:

• Either party may terminate with 30 days' written notice for convenience.
• We may terminate immediately if you breach any material provision of these Terms and fail to cure such breach within 15 days of receiving written notice.
• Upon termination, you shall pay for all Services rendered up to the effective date of termination.

Termination does not relieve either party of obligations that, by their nature, should survive termination, including confidentiality, intellectual property, limitation of liability, and dispute resolution provisions.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the matter to mediation.

If mediation fails to resolve the dispute, either party may pursue binding arbitration in accordance with the rules of the applicable arbitration association. The arbitration shall take place in [Your Jurisdiction], and the decision of the arbitrator shall be final and binding on both parties.

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.

Modifications to Terms

We reserve the right to update, modify, or replace these Terms at any time at our sole discretion. Material changes will be communicated to you via email or through a prominent notice on our website at least 30 days before the changes take effect.

Your continued use of the Services after any modifications to these Terms shall constitute your acceptance of the updated Terms. If you do not agree with the modified Terms, you should discontinue your use of the Services.

We encourage you to periodically review these Terms to stay informed of any updates. The "Last updated" date at the top of this page indicates when these Terms were most recently revised.

Contact Information

If you have any questions, concerns, or requests regarding these Terms and Conditions, please do not hesitate to contact us through any of the following channels: