Effective date: 25 August 2026. These Terms of Service ("Agreement") are entered into between Corevian Technologies ("Corevian", "we", "us") and the entity engaging us to perform software development or advisory work ("Client", "you"). This Agreement governs all services provided by Corevian unless expressly superseded by a signed Master Services Agreement or Statement of Work between the parties. Where a signed MSA or SOW conflicts with these Terms, the signed document controls.
Capitalised terms have the meaning given below or in the section in which they are first used.
1.1 "Services" means the software engineering, product design, technical advisory, and related work performed by Corevian for the Client under a Statement of Work or written engagement.
1.2 "Statement of Work" or "SOW" means a written scope document — including a signed proposal or order — describing the Services, deliverables, timeline, and fees for a specific engagement.
1.3 "Deliverables" means the source code, infrastructure-as-code, documentation, designs, and other materials that Corevian delivers to the Client under a Statement of Work.
1.4 "Client Materials" means source code, data, brand assets, credentials, and other materials the Client provides to Corevian for use during an engagement.
1.5 "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential.
1.6 "Effective Date" means the earlier of (a) the date of the first Statement of Work signed by both parties or (b) the date Corevian begins performing Services at the Client's request.
2.1 Services. Corevian will use commercially reasonable efforts to perform the Services described in each Statement of Work with the level of skill and care expected of experienced software professionals. Timelines are estimates unless expressly identified as fixed dates in a Statement of Work.
2.2 Cooperation. The Client will provide timely access to the people, systems, and information Corevian reasonably needs to perform the Services, including source code, credentials, and decision-makers who can approve scope changes.
2.3 Changes. Either party may propose changes to a Statement of Work. Changes take effect only when documented in writing (including by email) and confirmed by both parties.
3.1 Deliverables. Subject to payment in full, Corevian assigns to the Client all right, title, and interest in the Deliverables produced specifically for the Client under a Statement of Work. Open-source and pre-existing Corevian tooling remain owned by their respective owners and are licensed to the Client on their original terms.
3.2 Client Materials. The Client retains all rights in Client Materials and grants Corevian a limited licence to use them solely to perform the Services.
4.1 Fees. The Client will pay the fees set out in each Statement of Work. Unless otherwise agreed, invoices are payable within thirty (30) days of receipt. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
4.2 Term and termination. Either party may terminate an engagement for material breach that is not cured within thirty (30) days of written notice. The Client may terminate an ongoing engagement for convenience on thirty (30) days' written notice, and remains responsible for fees incurred through the effective date of termination.
5.1 Mutual warranties. Each party warrants that it has the authority to enter this Agreement and will comply with applicable law in performing it. Except as expressly stated, Corevian provides the Services "as is" and disclaims all other warranties to the fullest extent permitted by law.
5.2 Limitation of liability. To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, or consequential damages. Each party's aggregate liability under this Agreement is limited to the fees paid or payable by the Client to Corevian in the twelve (12) months preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited by law, including for fraud or intentional misconduct.