TERMS OF SERVICE

These Terms of Service (“Terms”) govern your use of the ASAGUS website, products, software, professional services, consultations, and other offerings provided by ASAGUS (“ASAGUS,” “we,” “our,” or “us”).

By accessing our website, purchasing or using a product, requesting services, accepting a proposal, signing a Project Agreement or Order Form, or otherwise engaging ASAGUS, you agree to be bound by these Terms together with any additional written agreement that applies to your engagement.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you should not use our services or products.

Where a signed Project Agreement, Statement of Work, Order Form, proposal, or other written agreement conflicts with these Terms, the specific written agreement will control for that engagement.

The exact scope of each engagement may be described in a proposal, Project Agreement, Statement of Work, Order Form, email confirmation, or other written document agreed between ASAGUS and the client.

Product-specific features, pricing, availability, licensing terms, system requirements, usage limits, support arrangements, and access conditions may be displayed on the relevant product page or provided separately.

Additional product-specific license terms may apply and will form part of these Terms where presented.

ASAGUS may provide an updated estimate, timeline, or fee before beginning additional work.

We are not required to begin out-of-scope work until both parties agree to the revised requirements and any applicable commercial terms.

Project timelines are estimates based on the information, requirements, dependencies, and availability known when the project is planned.

Unless a written agreement expressly guarantees a fixed deadline, delivery dates should be treated as reasonable estimates rather than absolute guarantees.

ASAGUS will make reasonable efforts to communicate material changes to expected timelines.

Unless otherwise agreed in writing, invoices are payable according to the due date stated on the invoice.

ASAGUS may pause work, delay delivery, restrict access, suspend services, or withhold final deliverables where undisputed payments remain overdue.

Clients are responsible for any applicable taxes, transaction fees, bank charges, currency conversion charges, or similar costs unless expressly stated otherwise.

Payments already made for completed work, reserved development capacity, purchased products, incurred third-party costs, or delivered milestones may be non-refundable unless otherwise agreed in writing or required by applicable law.

Cancellation and refund terms may vary depending on the nature of the service or product.

For custom service engagements, fees attributable to work already completed, committed resources, third-party costs, or agreed milestones may remain payable if the engagement is cancelled.

For digital products, subscriptions, or software licenses, refund eligibility may be governed by the specific product terms, checkout terms, or applicable consumer law.

Nothing in these Terms limits any non-waivable refund or consumer rights provided by applicable law.

Ownership of intellectual property depends on the nature of the engagement and any written agreement between ASAGUS and the client.

For custom client deliverables, ownership or licensing rights will be determined by the applicable Project Agreement or written commercial terms.

Where the parties agree that ownership of specifically commissioned deliverables transfers to the client, such transfer may be conditional on full payment of all applicable fees.

Third-party software, open-source components, fonts, APIs, libraries, stock assets, plugins, or other external materials remain subject to their respective licenses and terms.

Nothing in these Terms transfers ownership of ASAGUS trademarks, branding, proprietary products, confidential information, or independently developed technology unless expressly agreed in writing.

Clients retain ownership of materials they provide to ASAGUS, subject to any rights held by third parties.

By providing content, data, logos, images, software, credentials, documentation, or other materials, the client represents that they have the necessary rights and permissions for ASAGUS to use those materials for the engagement.

The client grants ASAGUS a limited right to use supplied materials solely as reasonably necessary to perform the agreed services.

ASAGUS is not responsible for claims resulting from client-provided materials that infringe third-party rights or violate applicable law.

ASAGUS does not control independent third-party providers and cannot guarantee their availability, pricing, policies, security, functionality, API stability, or continued operation.

Changes made by third-party providers may require additional development, migration, configuration, or maintenance work.

Unless included in the agreed scope, such additional work may be separately chargeable.

Some ASAGUS services or products may incorporate artificial intelligence, machine learning, generative AI, automated decision-support, or third-party AI models.

AI-generated outputs can be incomplete, inaccurate, unexpected, or unsuitable for a particular purpose.

Unless specifically agreed otherwise, AI-enabled functionality should not be treated as a substitute for appropriate human review in high-impact, legal, financial, medical, safety-critical, regulatory, or similarly sensitive decisions.

Clients are responsible for evaluating whether AI-enabled systems are appropriate for their intended use and for establishing suitable human oversight, permissions, review processes, and operational controls.

Third-party AI providers may also impose separate terms, usage policies, or technical limitations.

Each party may receive non-public business, technical, commercial, operational, or product information belonging to the other party.

Where information is reasonably understood to be confidential, the receiving party should use reasonable care to protect it and should not intentionally disclose it to unauthorized third parties except where disclosure is:

ASAGUS uses reasonable technical and organizational measures appropriate to the systems and services involved.

However, no software, network, cloud platform, application, or data-transmission method can be guaranteed to be completely secure.

Where an engagement involves processing personal information on behalf of a client, additional data-processing terms may be required depending on the nature of the project and applicable law.

Please review the ASAGUS Privacy Policy for additional information about how ASAGUS handles personal information.

Software development involves technical complexity, and no non-trivial software system can be guaranteed to remain entirely free from defects under every possible environment or usage condition.

ASAGUS performs testing appropriate to the agreed scope, but clients are responsible for reviewing deliverables and reporting material issues within any acceptance or review period defined in the applicable agreement.

Where no specific review period is agreed, clients should report material delivery issues within a reasonable period after receiving the relevant deliverable.

Maintenance, monitoring, upgrades, hosting, security support, bug-fix periods, ongoing development, infrastructure administration, and technical support are only included where expressly stated in the applicable agreement or product terms.

Completion of a development project does not automatically create an indefinite maintenance or support obligation.

Where ongoing support is requested, ASAGUS may offer a separate maintenance arrangement, support plan, retainer, subscription, or new scope of work.

ASAGUS may restrict or suspend access where reasonably necessary to protect systems, users, third parties, or legal interests.

ASAGUS aims to provide professional services and functional software consistent with the applicable agreed scope.

However, except for obligations expressly stated in a written agreement and to the maximum extent permitted by applicable law, ASAGUS does not guarantee that:

Any performance projections, estimates, recommendations, or examples should not be interpreted as guaranteed outcomes.

To the maximum extent permitted by applicable law, ASAGUS's aggregate liability relating to a particular paid engagement will generally not exceed the amount actually paid to ASAGUS for the specific service or product giving rise to the claim during the period applicable to that claim, unless a different liability arrangement is expressly agreed in writing.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

To the extent permitted by applicable law, you agree to be responsible for claims, losses, or costs arising from your unlawful use of ASAGUS products or services, your violation of these Terms, or materials you provide that infringe the rights of another party.

Any specific indemnification obligations applicable to a commercial project may be defined separately in the applicable Project Agreement.

Either party may end a service engagement according to the termination provisions contained in the applicable written agreement.

ASAGUS may suspend or terminate access to a service or product where reasonably necessary because of:

Termination does not automatically cancel payment obligations for work already completed, committed resources, purchased products, incurred expenses, or other amounts properly due.

Provisions intended by their nature to survive termination may continue to apply, including provisions concerning intellectual property, confidentiality, payment obligations, disclaimers, and limitations of liability.

ASAGUS will not intentionally publish confidential client information without appropriate authorization.

Where permitted by the client or applicable agreement, ASAGUS may identify completed public work in its portfolio, website, presentations, case studies, or business materials.

If an engagement is subject to confidentiality, white-label delivery, or restrictions on public attribution, those restrictions should be agreed in writing.

Do not publish confidential client names, private screenshots, internal data, or project details where permission has not been granted.

ASAGUS will not be responsible for delay or failure caused by circumstances reasonably outside our control.

Such circumstances may include major infrastructure outages, widespread Internet failures, cloud-platform failures, natural disasters, governmental actions, conflict, labor disruptions, serious security incidents, widespread service-provider failures, or other extraordinary events.

We will make reasonable efforts to resume affected services when practical.

Where a Project Agreement, Order Form, product agreement, or other written contract specifies governing law, jurisdiction, or dispute-resolution procedures, those provisions will apply to that engagement.

Where no separate written provision exists, disputes should first be addressed through good-faith communication between the parties in an effort to reach a practical resolution.

Any governing-law or jurisdiction provisions used by ASAGUS should be interpreted subject to mandatory rights and protections that cannot legally be waived.

ASAGUS may update these Terms from time to time to reflect changes to our website, products, services, technology, business practices, or legal requirements.

The updated version will be published on this page with a revised “Last Updated” date.

Material changes will apply prospectively unless otherwise required by law or agreed between the parties.

For active commercial engagements, changes to these general website Terms do not automatically replace specifically negotiated contractual terms contained in an existing signed agreement.

If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions will continue in effect to the extent legally permitted.

The invalid or unenforceable provision should be interpreted or modified only to the extent necessary to make it enforceable where permitted.

These Terms, together with any applicable Project Agreement, Statement of Work, Order Form, product license, Privacy Policy, or other written terms expressly incorporated into an engagement, form the applicable agreement between ASAGUS and the relevant user or client concerning that subject matter.

They replace prior discussions or representations concerning the same subject matter only to the extent provided by the applicable written agreement.