Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of the website and services offered by Vellum Forge Digital LLC ("Company," "we," "us," "our"). By accessing our website, inquiring about our services, or engaging with us, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

These Terms apply to all visitors, users, and others who access or use our website or services.

2. Services Description

Vellum Forge Digital provides product strategy, UX design, custom software development, and related consulting services. Services are described on our website and detailed in individual engagement agreements. Service scope, timeline, and deliverables are defined in writing before any engagement begins.

We do not provide legal, accounting, tax, or financial advice. If you need advice in these areas, consult appropriate licensed professionals.

3. Engagement Agreements

Each project is governed by a separate engagement agreement or statement of work ("SOW"). The SOW specifies:

• Scope of work and deliverables
• Project timeline and milestones
• Fee structure and payment terms
• Intellectual property ownership
• Support and maintenance terms
• Limitation of liability and indemnification

In the event of conflict between the SOW and these Terms, the SOW controls.

4. Intellectual Property

Your IP

You retain ownership of all intellectual property you provide to us, including documents, content, data, and specifications. You grant us license to use this information solely for the purpose of completing your project.

Our Work Product

Upon full payment of fees, you own all custom code, designs, documentation, and deliverables we create specifically for your project. This includes:

• Source code and built applications
• Design files and design systems
• Documentation and specifications
• Custom assets and creative work

Pre-Existing Materials

We retain ownership of pre-existing materials, tools, templates, and methodologies we developed before or outside your project. You have non-exclusive license to use these materials solely as incorporated into your deliverables.

Third-Party IP

We use open-source and third-party libraries in accordance with their licenses. You will receive complete documentation of all third-party components and their licensing terms. We are responsible for ensuring we have proper rights to use all third-party materials in your deliverables.

Case Studies and References

With your permission, we may use your company name, logo, and project description as a case study or reference. We will not disclose confidential information without your explicit consent. You may request anonymity or removal from references at any time.

5. Payment Terms

Payment terms are specified in your engagement agreement or invoice. Generally:

• Discovery phases are due upon invoicing (net 10 days)
• Larger projects may include milestone payments
• Final invoices are due before delivery of completed work
• Late payment may result in suspension of services

We accept payment via wire transfer, ACH, credit card, and other methods as arranged. Currency defaults to USD unless otherwise specified.

If payment is not received within 30 days of invoice date, we may terminate the engagement and halt services.

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. Confidential information includes client data, business strategies, technical specifications, and designs not intended for public disclosure.

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no breach of this agreement
• Was independently developed without reference to confidential information
• Is required to be disclosed by law or court order
• Is shared with our subcontractors and service providers under confidentiality obligations

Confidentiality obligations survive termination of the engagement for two (2) years.

7. Warranties and Disclaimers

Services as Provided

We warrant that services will be performed in a professional manner consistent with industry standards. However, we do not warrant that:

• Services will be error-free or uninterrupted
• Software will achieve specific business results or outcomes
• Third-party systems, integrations, or services will perform as expected

Business Results

We do not warrant any specific business results, improvements in efficiency, cost savings, or revenue increases. Results depend on many factors outside our control, including implementation, training, business practices, and market conditions.

Third-Party Services

We do not warrant the performance or reliability of third-party services, hosting providers, APIs, or integrations. We are not responsible for downtime, data loss, or service interruptions caused by third parties.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claim shall not exceed the amount you paid us in the 12 months preceding the claim
• We are not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities
• These limitations apply regardless of the cause of action (contract, tort, strict liability, etc.)

Some jurisdictions do not allow limitations on liability, so these limitations may not apply to you.

9. Indemnification

You agree to indemnify and hold harmless Vellum Forge Digital from any claims, damages, losses, and expenses (including attorneys' fees) arising from:

• Your use of deliverables in violation of applicable law
• Your modification of deliverables without our authorization
• Intellectual property infringement claims related to your content or instructions
• Your breach of these Terms or engagement agreements

We agree to indemnify you from claims that our unmodified deliverables infringe third-party intellectual property rights, provided you have not modified the work and are using it as intended.

10. Cancellation and Termination

By You

You may terminate an engagement at any time with written notice. You remain responsible for payment of work completed through the termination date and reasonable wind-down costs.

By Us

We may terminate an engagement if:

• You breach material terms and fail to cure within 15 days of written notice
• Payment is not received within 30 days of invoice
• You use deliverables for illegal purposes or in violation of law

Effect of Termination

Upon termination, we will deliver completed work and transition assistance. Ongoing support and maintenance are cancelled unless otherwise agreed.

11. Data and Security

You are responsible for:

• Maintaining backups of your data
• Securing access credentials and authentication
• Monitoring for unauthorized access
• Reporting security issues immediately

We implement industry-standard security practices, but we do not guarantee absolute security. Data loss or unauthorized access may occur despite reasonable precautions.

You acknowledge that data stored in production systems is subject to hosting provider terms and conditions.

12. Compliance and Legal

You are responsible for ensuring your use of deliverables complies with all applicable laws, regulations, and third-party terms. This includes GDPR, HIPAA, SOC 2, accessibility regulations, export controls, and industry-specific requirements.

We do not provide legal advice. For compliance questions, consult appropriate legal counsel.

13. Website Use

License

We grant you limited, non-exclusive license to access and use our website for informational purposes only. You may not:

• Reproduce, distribute, or republish content without permission
• Use automated means to access the website (bots, scrapers, etc.)
• Reverse engineer or attempt to gain unauthorized access
• Transmit viruses, malware, or harmful code
• Interfere with website functionality or security

Website Availability

We strive to maintain 99.5% uptime but do not guarantee uninterrupted service. Website maintenance, updates, and unforeseen issues may cause temporary unavailability.

14. Limitation on Communications

We are available to support clients during business hours (Monday–Friday, 9 AM–6 PM Eastern). Outside these hours, urgent issues are addressed on a best-effort basis.

Support response times are targets, not guarantees. Response times may be longer during holidays, high-volume periods, or for non-critical issues.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, without regard to conflict-of-law principles. Any legal action or proceeding shall be exclusively resolved through:

• Negotiation and good-faith discussion
• Mediation (if agreed by both parties)
• Courts located in London, England

You consent to exclusive jurisdiction and venue in these courts and waive any objection to venue.

16. Severability

If any portion of these Terms is invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Changes to Terms

We may update these Terms at any time. Changes apply to new engagements immediately. Ongoing engagements are governed by terms in effect at the time the SOW was executed, unless you agree to updated terms.

18. Contact Information

For questions about these Terms or to report legal concerns: