Terms of Service
1. Acceptance of Terms
These Terms of Service (“Terms”) are a legal agreement between you and Diwin IT Solutions LLC (“Diwin,” “we,” “us,” or “our”) governing your access to diwin.pro (the “Website”) and, unless a separate written agreement says otherwise, the software development, integration, infrastructure and related IT services we provide (the “Services”). By using the Website or engaging us, you agree to these Terms. If you are using the Website on behalf of a company, you confirm you have authority to bind that company. If you do not agree, do not use the Website.
2. The Services
The scope, deliverables, timeline, acceptance criteria and fees for each project are set out in a written proposal, statement of work or services agreement signed or accepted by both parties (a “Project Agreement”). If a Project Agreement conflicts with these Terms, the Project Agreement controls for that project. Information on the Website is general and is not an offer or a guarantee of availability, price or results.
3. Fees and Payment
Fees, billing schedule and currency are stated in the Project Agreement. Unless it says otherwise, invoices are due within 14 days of the invoice date. Late amounts may bear interest at the lesser of 1.5% per month or the maximum rate allowed by law, and we may pause work on overdue accounts after written notice. Fees are exclusive of taxes, duties and bank charges, which are the client’s responsibility, except taxes on our income. Work outside the agreed scope requires written approval and may be billed separately.
4. Client Responsibilities
The client will provide timely access, information, content, decisions and feedback reasonably required for us to perform the Services, and confirms it has the rights needed to supply any materials, data, logos and third-party accounts it provides to us. Delays caused by the client may affect timelines and costs.
5. Intellectual Property
Deliverables
Subject to full payment of all fees due, Diwin assigns to the client the rights in the custom deliverables created specifically for the client under the Project Agreement, excluding the items below.
Diwin materials
Diwin retains all rights in its pre-existing and independently developed tools, code libraries, frameworks, templates, methods and know-how (“Diwin Materials”) and grants the client a non-exclusive, perpetual, worldwide license to use any Diwin Materials embedded in the deliverables as part of those deliverables.
Third-party and open-source components
Third-party and open-source components remain subject to their own licenses, which the client agrees to comply with.
Website content
The Website, its text, design and graphics are owned by Diwin or its licensors and may not be copied, modified or distributed without our written permission.
6. Confidentiality
Each party will keep the other party’s non-public business, technical and financial information confidential, use it only for the purposes of the engagement, and disclose it only to personnel and advisers who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the recipient, was already known or independently developed, or must be disclosed by law. We will sign a separate non-disclosure agreement on request.
7. Acceptable Use
You agree not to use the Website or the Services to: violate any law or third-party right; transmit malware or harmful code; attempt to gain unauthorized access to our or others’ systems; interfere with the operation or security of the Website; scrape or overload it with automated requests; or engage in fraudulent, deceptive or abusive activity. We may refuse or end Services that we reasonably believe involve unlawful or harmful activity.
8. Warranties and Disclaimer
We will perform the Services with reasonable skill and care, in a professional manner. Where a Project Agreement defines acceptance criteria, we will correct deliverables that materially fail them if the client reports the issue within 30 days after delivery.
Except as expressly stated in these Terms or a Project Agreement, the Website and the Services are provided “as is” and “as available,” and Diwin disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
9. Limitation of Liability
To the maximum extent permitted by law, Diwin will not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill, arising out of or related to the Website or the Services. Diwin’s total liability for all claims relating to an engagement is limited to the fees paid to Diwin under the relevant Project Agreement in the three months before the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited by law.
10. Indemnification
The client will defend and indemnify Diwin against third-party claims, losses and reasonable legal costs arising from materials, content or instructions the client supplied, or from the client’s breach of these Terms or applicable law. Diwin will promptly notify the client of any such claim and reasonably cooperate in the defense.
11. Term and Termination
Either party may terminate a Project Agreement for material breach that remains uncured 15 days after written notice, and either party may terminate an ongoing monthly engagement with 30 days’ written notice unless the Project Agreement says otherwise. On termination, the client will pay for Services performed and approved expenses incurred up to the termination date. Sections on payment, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law survive termination.
12. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. The parties will first try to resolve any dispute in good faith through direct discussion. If that fails, disputes will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to their jurisdiction, unless a Project Agreement provides otherwise.
13. General Provisions
- Entire agreement: these Terms and any Project Agreement are the entire agreement on their subject and replace earlier discussions.
- Severability: if a provision is unenforceable, the rest remains in effect.
- No waiver: failure to enforce a right is not a waiver of it.
- Assignment: the client may not assign these Terms without our written consent; we may assign them in connection with a merger or sale of the business.
- Force majeure: neither party is liable for delay caused by events beyond its reasonable control.
- Independent contractors: the parties are independent contractors, and nothing creates a partnership, agency or employment relationship.
- Notices: notices to Diwin must be sent by email to the address below.
14. Changes to These Terms
We may update these Terms from time to time by posting the new version on this page with a new “Last updated” date. Changes do not affect a signed Project Agreement. Continued use of the Website after an update means you accept the revised Terms.
15. Contact Us
Diwin IT Solutions LLC
2093 Market Street, Suite 400, Wilmington, DE 19801, USA
Email: [email protected]