Terms and Conditions
1. Agreement to These Terms
These Terms and Conditions (“Terms”) govern your access to and use of devsynth.us (the “Website”) and any services provided by DEVSYNTH LLC, a Florida limited liability company trading as DevSynth (“DevSynth”, “we”, “us”, “our”).
By accessing the Website, submitting an enquiry, or engaging us for work, you agree to these Terms. If you do not agree, do not use the Website or our services.
2. Definitions
- Client. The business entity that engages DevSynth for services
- Deliverables. The code, designs, documentation, and other materials DevSynth produces for a Client under an SOW
- SOW. A Statement of Work, proposal, or order form describing scope, timeline, fees, and acceptance criteria
- MSA. A Master Services Agreement or equivalent signed contract between DevSynth and a Client
- Background IP. Tools, libraries, frameworks, components, and know how owned or licensed by DevSynth that pre exist a project or are developed independently of it
3. Who May Use Our Services
Our services are offered to businesses, organisations, and professionals. They are not offered to consumers for personal or household purposes. By engaging us you confirm that you are at least 18 years old, that you act on behalf of a business, and that you have authority to bind that business.
4. Order of Precedence
Where a signed MSA or SOW exists between DevSynth and a Client, and any term in it conflicts with these Terms, the signed document controls for that engagement. These Terms continue to govern everything not addressed in the signed document, and they govern all use of the Website.
Precedence runs in this order: 1) signed SOW, 2) signed MSA, 3) these Terms.
5. The Website
5.1 Purpose. The Website presents information about DevSynth, our services, our case studies, and the markets we serve. It is provided for general information only.
5.2 No offer or guarantee. Nothing on the Website is a binding offer, a quotation, a performance guarantee, or professional advice. Case studies, metrics, and results describe outcomes achieved for specific clients under specific conditions and do not promise similar outcomes for you.
5.3 Accuracy. We work to keep Website content current, but we do not warrant that it is complete, accurate, or free from error. Technology stacks, pricing, and availability change.
5.4 Availability. We do not guarantee uninterrupted access. We may suspend, change, or withdraw any part of the Website at any time without notice.
6. Acceptable Use of the Website
You agree not to:
- Use the Website for any unlawful purpose or in breach of any applicable law
- Attempt to gain unauthorised access to the Website, its servers, or any connected system
- Introduce malware, scripts, or any code intended to disrupt or damage the Website
- Scrape, harvest, or systematically extract content, including case study copy, service descriptions, and location page content, for commercial reuse or for training a machine learning model, without our prior written consent
- Submit false, misleading, or fraudulent information through any form
- Send unsolicited commercial messages to any address published on the Website
- Reproduce, republish, or redistribute Website content except as permitted by section 10
We may block access and pursue remedies for any breach of this section.
7. Enquiries, Proposals, and Estimates
7.1 Submitting a form or contacting us creates no obligation on either side.
7.2 Proposals and estimates are valid for 30 days from the date issued unless stated otherwise, and are based on the information available at the time.
7.3 Estimates for effort, timeline, and cost are good faith projections, not fixed prices, unless the SOW expressly states a fixed fee.
7.4 An engagement begins only when both parties sign an SOW or when the Client issues written approval and pays any required deposit.
8. Services and Scope
8.1 Scope. We deliver only what the SOW describes. Anything not listed is out of scope.
8.2 Change requests. Changes to scope, platform, integrations, or design direction after sign off require a written change request. Approved changes may adjust fees and timelines.
8.3 Timelines. Dates in an SOW assume the Client meets its responsibilities under section 9. Client delay extends our dates by at least the length of the delay.
8.4 Third party dependencies. Where a project relies on third party APIs, app stores, hosting providers, payment processors, or licensed components, we are not responsible for their availability, pricing changes, policy changes, approval decisions, or discontinuation.
8.5 Subcontracting. We may use vetted subcontractors and members of our distributed team. We remain responsible for the Deliverables.
9. Client Responsibilities
The Client agrees to:
- Provide accurate, complete briefs, content, assets, credentials, and access in a timely manner
- Nominate a single decision maker with authority to approve work
- Respond to review and approval requests within 5 business days unless the SOW says otherwise
- Hold all rights or licences needed for any material it supplies to us, including logos, images, copy, fonts, and data
- Comply with all laws applicable to its product and its end users, including data protection, financial services, and consumer protection law
- Maintain its own backups of any live system after handover
10. Intellectual Property
10.1 Our Website and brand. All content on devsynth.us, including copy, structure, layout, graphics, icons, illustrations, case study write ups, and the DevSynth name and logo, is owned by DevSynth or its licensors and protected by copyright and trademark law. You may view and print pages for internal business evaluation. Any other use requires written permission.
10.2 Client Deliverables. On full payment of all sums due under the relevant SOW, DevSynth assigns to the Client all right, title, and interest in the custom Deliverables created specifically for that Client. Until payment is made in full, all rights remain with DevSynth and any licence to use the Deliverables is suspended.
10.3 Background IP. DevSynth retains ownership of its Background IP. Where Background IP is embedded in a Deliverable, DevSynth grants the Client a perpetual, worldwide, non exclusive, royalty free licence to use it as part of that Deliverable. The Client may not extract, resell, or license the Background IP separately.
10.4 Open source and third party components. Deliverables may include open source or third party licensed components. Those components remain governed by their own licences, and the Client agrees to comply with them. We will identify material components on request.
10.5 Client materials. The Client keeps ownership of everything it supplies. The Client grants DevSynth a licence to use those materials for the purpose of delivering the engagement.
10.6 Feedback. Suggestions you send us about our services or Website may be used without restriction or compensation.
11. Portfolio and Publicity
Unless the SOW or a signed NDA says otherwise, DevSynth may identify the Client by name and logo, and may display non confidential screenshots, visuals, and a summary of the work in its portfolio, website, social channels, proposals, and event materials. We will not disclose confidential business information, source code, credentials, or end user data. The Client may withdraw this permission by written notice, and we will remove the material from channels we control within a reasonable period.
12. Fees and Payment
13.1 The Client has 10 business days from delivery of a milestone to test it against the SOW acceptance criteria and report defects in writing. If no written report is received in that window, the milestone is deemed accepted.
13.2 DevSynth warrants that Deliverables will materially conform to the SOW for after acceptance. Our sole obligation under this warranty is to correct reproducible defects at no charge.
13.3 The warranty does not cover issues caused by Client modification, third party changes, hosting or infrastructure outside our control, misuse, or failure to apply recommended updates.
14. Disclaimers
Except as expressly stated in section 13, the Website and the services are provided “as is” and “as available”. To the fullest extent permitted by law, DevSynth disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non infringement, uninterrupted operation, and error free code.
We do not warrant any specific commercial result, ranking, conversion rate, revenue figure, funding outcome, or app store approval.
15. Limitation of Liability
To the maximum extent permitted by law:
15.1 Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, data, goodwill, business opportunity, or anticipated savings, however caused, even if advised of the possibility.
15.2 DevSynth’s total aggregate liability arising out of or relating to the Website, these Terms, or any engagement is limited to the total fees actually paid by the Client to DevSynth under the relevant SOW in the 6 months preceding the event giving rise to the claim.
15.3 For use of the Website alone, where no fees have been paid, our total liability is limited to one hundred United States Dollars (USD 100).
15.4 Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be limited.
16. Indemnification
The Client agrees to indemnify and hold harmless DevSynth, its members, officers, employees, and subcontractors from any claim, loss, damage, liability, and reasonable legal cost arising from: the Client’s breach of these Terms or an SOW; materials the Client supplied that infringe a third party right; the Client’s use or operation of the Deliverables after handover; or the Client’s non compliance with any law applicable to its product or end users.
17. Confidentiality
Each party will keep the other’s confidential information secret, use it only for the engagement, protect it with at least reasonable care, and return or destroy it on request. This does not apply to information that is public through no fault of the receiving party, was already known without duty of confidence, is independently developed, or must be disclosed by law. These obligations continue for 3 years after the engagement ends, and indefinitely for trade secrets and source code.
18. Data Protection
Each party will comply with applicable data protection law. Where DevSynth processes personal data on behalf of a Client, the Client is the controller and DevSynth is the processor, and the parties will enter a Data Processing Addendum where required. Our handling of data collected through the Website is described in our Privacy Policy at /privacy-policy/, which forms part of these Terms.
19. Term, Suspension, and Termination
19.1 These Terms apply while you use the Website and for the duration of any engagement.
19.2 Either party may terminate an engagement for material breach that is not cured within 15 days of written notice.
19.3 The Client may terminate for convenience on 30 days written notice. On such termination the Client pays for all work completed and all non cancellable committed costs up to the termination date.
19.4 We may suspend or terminate Website access immediately for breach of section 6.
19.5 Sections 10, 11, 14, 15, 16, 17, 20, and 21 survive termination.
20. Independent Contractor and Non Solicitation
DevSynth acts as an independent contractor. Nothing creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.
During any engagement and for 12 months afterwards, the Client will not directly or indirectly solicit or hire any DevSynth team member or subcontractor involved in the engagement, without DevSynth’s prior written consent.
21. Governing Law and Disputes
These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute through good faith discussion between senior representatives for 30 days. If unresolved, the dispute will be submitted to the exclusive jurisdiction of the state and federal courts located in Florida, and both parties consent to that jurisdiction and venue.
Each party waives any right to a jury trial and to participate in a class action.
22. Force Majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, war, civil unrest, epidemic, government action, sanctions, internet or power outage, national level connectivity restrictions, or failure of a third party platform. The affected party will notify the other promptly and resume as soon as practicable.
23. General
23.1 Severability. If any provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent needed to make it enforceable.
23.2 No waiver. Failure to enforce a provision is not a waiver of it.
23.3 Assignment. The Client may not assign these Terms without our written consent. We may assign them to a successor in connection with a merger or sale of assets.
23.4 Notices. Notices must be in writing and sent to info@devsynth.oceanwebdesigns.com, with a copy to the registered address for formal legal notices.
23.5 Entire agreement. These Terms, together with any signed MSA or SOW and the Privacy Policy, form the entire agreement and supersede all prior discussions.
23.6 Changes. We may revise these Terms at any time. The effective date shows the latest version. Continued use of the Website after a change means acceptance. Changes do not alter the terms of an SOW already signed.
24. Contact
DevSynth (DEVSYNTH LLC) St. Petersburg, FL 33702 United States Legal: info@devsynth.oceanwebdesigns.com General: info@devsynth.oceanwebdesigns.com