Terms of Service

1. Acceptance of Terms

By visiting our website (sylve.com), requesting a proposal, entering into a Statement of Work ("SOW"), or subscribing to any engineering service provided by Sylve ("we", "us", or "our"), you ("Client", "User", or "you") agree to comply with and be bound by these Terms of Service.

If you are agreeing to these Terms on behalf of an organization or corporate entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. If you do not agree to all terms and conditions, you must not access our website or engage our services.

2. Engineering & Studio Services

Sylve provides digital product engineering, software architecture, technical SEO, mobile application development, and UI/UX design systems. The specific scope, deliverables, timeline, milestones, and fees for any engagement will be outlined in a separate Statement of Work ("SOW") or project agreement signed by both parties.

3. Intellectual Property & Code Ownership

Client Ownership: Upon full and final settlement of all invoices for a project, Client receives sole and exclusive ownership of all custom code, assets, database schemas, brand artwork, and bespoke deliverables produced specifically for Client under the applicable SOW.

Sylve Background IP: Sylve retains all ownership rights in pre-existing software, generic utility modules, open-source tools, developer templates, and general technical know-how developed independently of Client's project ("Background IP"). Sylve grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use any embedded Background IP required for the operation of Client's deliverables.

4. Payment Terms & Invoicing

Project fees are established in each Statement of Work. Unless otherwise specified in writing:

• An initial deposit (typically 50%) is required prior to project kickoff or sprint commencement.
• Milestone payments or final balances are due upon milestone completion or code deployment to production.
• Invoices are due within fourteen (14) calendar days of invoice date unless Net-30 terms have been explicitly granted.
• Late payments may incur interest charges of 1.5% per month (or the maximum allowed by law) on outstanding balances.

Client is responsible for third-party service fees, including domain registration, Vercel/AWS hosting costs, database subscriptions, API licenses, and third-party SaaS tools required for Client's application.

5. Client Obligations & Credentials

Client agrees to provide timely access to necessary assets, API keys, brand guidelines, content, and feedback required for Sylve to fulfill project milestones. Delays in Client feedback or credential provisioning may result in milestone schedule adjustments.

Client warrants that all text, imagery, trademarks, datasets, and materials provided to Sylve do not infringe upon any third-party intellectual property or privacy rights.

6. Performance SLAs & Bug Warranty

Code Quality Standard: Sylve builds applications adhering to strict benchmarks including 100/100 Core Web Vitals targets, sub-second page rendering, and type-safe TypeScript standards.

30-Day Bug Warranty: Following the official production launch of a project, Sylve provides a complimentary 30-day warranty window during which any reproducible software bugs or deviation from agreed SOW specifications will be resolved at no additional cost.

The warranty does not cover issues resulting from unauthorized third-party code modifications, unannounced third-party API breaking changes, or hosting environment failure beyond Sylve's direct control.

7. Confidentiality & Non-Disclosure

Both parties agree to treat all technical documentation, source code, trade secrets, financial terms, and strategic plans disclosed during the engagement as strictly confidential. Neither party will disclose confidential information to any third party without prior written consent, except to employees, contractors, or legal advisors bound by matching confidentiality obligations.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Sylve, its directors, officers, or staff be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business goodwill) arising out of or related to our services or software deliverables.

Sylve's total aggregate liability for any claims arising from an engagement shall not exceed the total amount paid by Client to Sylve under the specific Statement of Work giving rise to the claim during the six (6) months preceding the incident.

9. Term & Termination

Either party may terminate a project agreement upon written notice if the other party materially breaches any provision of these Terms or the SOW and fails to cure such breach within fourteen (14) days of receiving written notice.

Upon termination, Client shall pay Sylve for all work completed and expenses incurred up to the date of termination. Sylve will deliver all completed code and work-in-progress assets corresponding to paid fees.

10. Governing Law & Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with applicable laws. The parties agree to attempt to resolve any dispute through informal negotiation prior to initiating formal arbitration or court proceedings.

11. Contact Information & Legal Inquiries

If you have any questions regarding these Terms of Service or need to issue a formal legal notice, please contact our engineering and legal team: