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Legal
Effective: March 18, 2026 · Last updated: March 18, 2026
These Client Services Terms apply only when incorporated into a signed proposal, statement of work, order form, or other written agreement between Solven Studio LLC ("Solven") and the Client.
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.
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.
Client will, in a timely manner:
Solven is not responsible for delays, rework, or inefficiencies caused by:
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.
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.
Client is responsible for third-party fees unless expressly stated otherwise, including fees for:
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.
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.
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.
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:
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, and accuracy of its own materials and instructions.
Solven may decline to process material that appears unlawful, infringing, unsafe, or outside the agreed scope.
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:
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.
Unless otherwise stated in writing:
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.
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:
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, 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.
Client will indemnify and hold harmless Solven from third-party claims arising out of:
Any indemnity obligations of Solven must be expressly stated in writing; they are not implied.
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.
Upon termination:
Neither party is liable for delay or failure caused by events beyond reasonable control, including outages, infrastructure failures, labor disruptions, government actions, war, terrorism, severe weather, or similar events.
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.
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: