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Legal
Effective: March 21, 2026 · Last updated: March 21, 2026
These Client Services Terms apply only when incorporated into a signed proposal, statement of work, order form, or other written agreement between Bohdan Solovey, an individual doing business as Solven Studio ("Solven") and the Client.
If there is a conflict between these Client Services Terms and a signed SOW, the signed SOW controls to the extent of the conflict, unless the SOW expressly defers to these Terms.
Solven will perform only the services expressly described in the applicable proposal, statement of work, order form, or similar written document ("SOW").
Anything outside the stated scope, assumptions, deliverables, dependencies, environments, or revision limits is outside scope unless approved in writing.
Verbal discussions, emails, and informal exchanges may inform planning but do not modify the scope unless memorialized in a written change order or SOW amendment signed by both parties.
Software, design, technical analysis, architecture, implementation, and operational advisory work are dependent on facts, constraints, systems, third-party tools, timing, content, access, and client decisions. Unless expressly stated otherwise in writing, timelines, roadmaps, estimates, and priorities are planning tools, not guarantees.
Solven does not guarantee that any deliverable will achieve any particular business outcome, revenue target, conversion rate, performance benchmark, or regulatory approval unless expressly warranted in writing.
Client will, in a timely manner:
Solven is not responsible for delays, rework, or inefficiencies caused by:
If a Client delay extends the project schedule, Solven may adjust the timeline, scope, or fees accordingly upon written notice.
Where applicable, the project may begin with a discovery or assessment phase. That phase may include:
Unless otherwise stated, discovery does not guarantee that a later implementation phase will occur. Discovery findings may indicate that the originally contemplated approach is not advisable, in which case Solven will communicate that assessment honestly.
Discovery work is billable according to the terms stated in the SOW, regardless of whether the Client proceeds with implementation.
Fees, deposits, milestones, and payment dates will be stated in the applicable SOW or invoice.
Unless otherwise stated:
Deposits and payments for work already performed are non-refundable unless otherwise expressly stated in writing.
Solven reserves the right to withhold delivery of work product and suspend all services if any invoice remains unpaid for more than 15 calendar days past its due date.
Client is responsible for third-party fees unless expressly stated otherwise, including fees for:
Solven is not responsible for price increases, deprecations, breaking changes, or service-level failures of third-party providers.
Changes to scope may affect fees, timing, and deliverables.
Solven may treat the following as scope changes if not included in the original SOW:
Scope changes may require a written change order, updated estimate, or written approval of revised terms. No scope change is binding until approved by both parties in writing.
Any schedule is based on the assumptions known at the time it is created.
Solven is not responsible for delays caused by:
If the Client pauses a project for more than 14 days without written agreement, Solven may:
If deliverables are provided for review, Client must review them promptly and provide specific feedback.
Unless otherwise stated:
Any included revisions are limited to the number and type stated in the SOW. Additional revisions are billable unless otherwise agreed.
Revision requests that change the scope, direction, or fundamental concept of the deliverable may be treated as scope changes under Section 7.
Unless expressly included in the SOW, Solven is not responsible for:
If launch assistance is included, Client remains responsible for providing necessary access, maintaining administrative control where appropriate, and reviewing launch readiness.
Client is solely responsible for ensuring the deployment environment meets the technical requirements communicated by Solven.
No ongoing support, maintenance, bug-fix window, monitoring, update service, or iteration commitment exists unless expressly described in writing.
If support is included, the scope should state:
Post-engagement bug fixes are provided only as separately scoped and invoiced work unless a warranty period is expressly stated in the SOW.
Client represents that it has the rights to provide all materials, content, assets, and data supplied to Solven.
Client is responsible for the legality, appropriateness, accuracy, and intellectual-property status of its own materials and instructions.
Solven may decline to process material that appears unlawful, infringing, unsafe, or outside the agreed scope.
Client is responsible for maintaining its own backups of all materials provided to Solven. Solven does not serve as an archival or backup service.
Each party will use reasonable care to protect the other party's non-public confidential information and use it only for the engagement.
Confidentiality obligations do not apply to information that:
Confidentiality obligations survive termination of the engagement for a period of three (3) years, unless a longer period is specified in the SOW.
Solven may use AI-assisted tools in limited ways to support internal workflow, drafting, technical analysis, prototyping, classification, or code assistance, unless the SOW prohibits or limits that use.
Solven will use human review and judgment over material outputs.
Unless expressly agreed in writing, Client will not require Solven to process highly sensitive or regulated data through AI-assisted tools.
Client may, in the SOW or a written addendum, restrict or prohibit the use of specific AI tools or AI-assisted workflow for specific project materials.
Unless otherwise stated in writing:
No intellectual-property rights transfer until all outstanding amounts are paid in full. Until that time, Solven grants only a revocable, limited license for review and testing purposes.
Unless prohibited in writing, Solven may describe the project in its portfolio in a factually accurate, non-confidential manner after public launch.
Deliverables may include open-source software or third-party components. Those components are governed by their own license terms, and Solven does not expand those rights beyond what those licenses provide.
Solven will make commercially reasonable efforts to disclose material open-source dependencies upon request, but does not warrant that every transitive dependency has been individually reviewed.
Client is responsible for evaluating compliance of open-source components with Client's own legal, licensing, and policy requirements.
Except as expressly stated in writing, services and deliverables are provided "as is."
To the fullest extent permitted by law, Solven disclaims all implied warranties, including:
Solven does not warrant that deliverables will be free of all bugs or defects, or that they will operate without interruption in every environment.
To the fullest extent permitted by law, Solven will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost opportunity, cost of substitute services, downtime, business interruption, or reputational harm.
To the fullest extent permitted by law, Solven's total aggregate liability arising out of or relating to the engagement will not exceed the total amount actually paid to Solven under the SOW giving rise to the claim.
The foregoing limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Solven has been advised of the possibility of such damages.
Client agrees that these limitations reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the parties.
Client will indemnify, defend, and hold harmless Solven from third-party claims, demands, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of:
Any indemnity obligations of Solven must be expressly stated in writing; they are not implied.
The indemnifying party's obligations are conditioned on prompt written notice, reasonable cooperation, and sole control of the defense.
Solven may suspend performance if:
Either party may terminate for material breach not cured within 10 business days after written notice, unless the SOW states otherwise.
Either party may terminate for convenience upon 15 calendar days' prior written notice, unless the SOW specifies a different notice period. In such case, Client will pay for all work performed and expenses incurred through the effective date of termination.
Upon termination:
Neither party is liable for delay or failure caused by events beyond reasonable control, including but not limited to:
The affected party must provide prompt notice and use commercially reasonable efforts to mitigate the impact.
If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected SOW upon written notice without further liability beyond payment for work already performed.
During the engagement and for 12 months following its conclusion, neither party will directly solicit for employment or engagement any personnel of the other party who were materially involved in the engagement, without prior written consent.
This restriction does not apply to individuals who respond to general public job postings or who independently seek employment.
Unless expressly stated in the SOW, Solven does not represent or warrant compliance with any specific legal, regulatory, or industry framework, including but not limited to ADA/WCAG, HIPAA, PCI-DSS, SOC 2, GDPR, CCPA, GLBA, FERPA, or similar standards.
If the Client requires compliance with a specific framework, that requirement must be stated in the SOW and may affect scope, timeline, and fees.
Client remains solely responsible for its own regulatory compliance obligations.
Each party acknowledges that a breach of confidentiality, intellectual property, or data-handling provisions may cause irreparable harm for which monetary damages would be an inadequate remedy.
In such event, the non-breaching party may seek injunctive or other equitable relief without the obligation to post a bond, in addition to any other remedies available at law or in equity.
The engagement is governed by the laws of the State of Illinois, without regard to conflict-of-law principles, except to the extent superseded by applicable federal law.
Any dispute arising out of or relating to the engagement will be brought exclusively in the state or federal courts located in Illinois, unless the SOW states another dispute mechanism.
Solven is an independent contractor and not an employee, partner, fiduciary, joint venturer, or agent of Client. Nothing in these Terms or any SOW creates an employment, agency, or partnership relationship.
Solven is solely responsible for its own taxes, insurance, and business expenses.
Neither party may assign its rights or obligations under the agreement without the other party's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets.
Notices under the agreement must be in writing and sent to the addresses specified in the SOW, or to such other address as a party may designate in writing. Email to a confirmed address constitutes writing for purposes of this section.
If any provision of these Terms is held invalid, unlawful, or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
No failure or delay in exercising any right or remedy constitutes a waiver of that right or remedy.
The SOW, proposal, accepted estimate, invoice terms, and any documents expressly incorporated by reference form the agreement.
If there is a conflict, the order of precedence is:
Bohdan Solovey — contact@solven.studio