Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between DemoniX Labs ("Company," "we," "us," or "our") and any individual or entity ("Client," "you," or "your") that engages, contacts, or uses any services offered by DemoniX Labs.

By submitting an inquiry, executing a project agreement, making a payment, or otherwise engaging us for services, you acknowledge that you have read, understood, and agree to be bound by these Terms in full. If you do not agree, you must not engage our services.

These Terms apply to all forms of service engagement including, but not limited to: web development, mobile application development, AI automation, Agentic AI systems, cybersecurity services, and AI/ML engineering.

DemoniX Labs provides custom software engineering and technology consulting services. The specific scope, deliverables, timelines, and fees for each engagement are agreed upon in a separate written Statement of Work ("SOW") or project agreement signed by both parties.

Service Scope

Services provided are strictly limited to those defined in the applicable SOW. Any requests outside the agreed scope are treated as change requests and must be agreed upon in writing before work commences. We reserve the right to decline any out-of-scope request.

Third-Party Services

We may recommend or integrate third-party platforms, APIs, or tools (e.g., cloud providers, payment processors, AI APIs). DemoniX Labs is not responsible for the availability, performance, pricing changes, or policy changes of any third-party service. Any costs associated with third-party tools are the Client's sole responsibility unless explicitly included in the SOW.

No Guarantee of Outcomes

DemoniX Labs provides technical services to the best of our professional ability. We do not guarantee specific business outcomes, revenue results, search engine rankings, app store rankings, model accuracy rates, or security outcomes beyond those explicitly committed to in writing in the SOW.

Every engagement begins with a written SOW that defines scope, deliverables, timeline, and payment schedule. Both parties must sign or confirm the SOW in writing (including email) before work begins.

Change Requests

Any request to modify scope, deliverables, timelines, or technical requirements after the SOW is signed constitutes a change request. All change requests must be submitted in writing. We will assess the impact on timeline and cost and provide a written change order. Work on change requests does not begin until the change order is accepted in writing by the Client.

Delays Caused by Client

If project timelines are delayed due to late delivery of required materials, feedback, approvals, or access credentials by the Client, any agreed deadlines are automatically extended by a proportionate amount. DemoniX Labs is not liable for such delays and additional charges may apply if delays result in rescheduling of resources.

All fees are as set out in the applicable SOW. Fees are quoted in US Dollars (USD) unless otherwise specified.

Payment Schedule

Unless otherwise agreed in writing: a non-refundable deposit (typically 30–50% of the project total) is due before work begins; milestone-based or remaining payments are due upon milestone completion or as scheduled in the SOW.

Late Payments

Invoices are due within 14 calendar days of issue. Overdue invoices accrue interest at 2% per month (or the maximum permitted by applicable law, whichever is lower) from the due date. We reserve the right to suspend all work and withhold deliverables until outstanding invoices are paid in full.

Non-Payment and Withholding of Deliverables

DemoniX Labs reserves the right to withhold delivery of final code, assets, documentation, or credentials until full payment has been received. Title and ownership of all deliverables remain with DemoniX Labs until final payment is made.

Refunds

Deposits are non-refundable. Payments made for completed milestones are non-refundable. If a project is cancelled by the Client after work has commenced, the Client is liable for payment of all work completed to date at a pro-rated rate, plus any costs already incurred.

Client-Owned Deliverables

Upon receipt of full payment for a project, DemoniX Labs assigns to the Client all rights, title, and interest in the custom code, designs, and documentation specifically created for that Client under the applicable SOW. This assignment is conditional upon full payment being received.

DemoniX Labs Retained IP

DemoniX Labs retains all rights to: (a) pre-existing tools, frameworks, libraries, methodologies, processes, and know-how developed prior to or independently of the engagement; (b) general-purpose boilerplate, utilities, and reusable components not specific to the Client's project; and (c) any tools, internal systems, or AI models developed by DemoniX Labs for general use. The Client receives a non-exclusive, royalty-free licence to use such retained IP solely as incorporated into the deliverables.

Third-Party Licenses

Deliverables may incorporate open-source software or third-party components governed by their own licences. DemoniX Labs will use commercially reasonable efforts to use components with licences compatible with the Client's intended use, but makes no warranty that all components are licence-compatible with every use case. The Client is responsible for reviewing and complying with all applicable open-source licences.

Client Materials

The Client retains all rights to materials provided to DemoniX Labs (logos, content, data, etc.). The Client warrants that it has the right to provide such materials and that their use does not infringe any third-party rights. The Client indemnifies DemoniX Labs against any claims arising from Client-provided materials.

Both parties acknowledge that during the engagement, each may receive information that is confidential or proprietary to the other party ("Confidential Information"), including business plans, technical specifications, code, pricing, and client data.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely for purposes of performing obligations under the SOW.

These confidentiality obligations survive termination of the engagement for a period of three (3) years. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party; (iii) is independently developed; or (iv) must be disclosed by law or court order.

DemoniX Labs may reference the Client's name and a general description of the project in its portfolio and marketing materials unless the Client requests in writing that such references be withheld.

Company Warranties

DemoniX Labs warrants that: (a) it has the right to enter into the SOW; (b) services will be performed with reasonable professional skill and care; and (c) deliverables will substantially conform to specifications in the SOW for 30 days after final delivery. During this period, we will correct material defects at no additional charge.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DEMONIX LABS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

AI and ML Disclaimer

AI and machine learning deliverables, including trained models, agents, automation pipelines, and AI-generated outputs, are inherently probabilistic and may produce incorrect, incomplete, or unexpected results. DemoniX Labs makes no warranty as to the accuracy, reliability, or fitness of AI/ML outputs for any particular purpose. The Client is solely responsible for validating AI outputs before use in any production, safety-critical, or decision-making system.

Cybersecurity Disclaimer

Security assessments identify issues as of the date of engagement. No security assessment can guarantee the complete absence of vulnerabilities. DemoniX Labs is not liable for any security breach, data loss, or damage occurring after delivery of a security assessment, particularly as a result of new vulnerabilities or configuration changes made by the Client.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEMONIX LABS, ITS FOUNDERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

IN ANY EVENT, DEMONIX LABS'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO DEMONIX LABS UNDER THE RELEVANT SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The limitations in this section apply regardless of the form of action — whether in contract, tort, strict liability, or otherwise — and shall apply even if any limited remedy fails its essential purpose.

The Client agrees to defend, indemnify, and hold harmless DemoniX Labs and its founders, employees, contractors, and affiliates from and against any claims, damages, losses, liabilities, and expenses arising out of or relating to:

• The Client's breach of these Terms or any SOW
• The Client's use or misuse of deliverables
• Any content, data, or materials provided by the Client that infringe third-party rights
• The Client's violation of any applicable law or regulation
• Any claims by the Client's end-users arising from the Client's products or services built upon DemoniX Labs deliverables

Termination by Client

The Client may terminate an engagement by providing written notice. Upon termination, the Client is liable for: (a) full payment for all work completed to the date of termination; (b) payment for any non-cancellable costs incurred; and (c) a termination fee equal to 20% of the remaining unpaid project balance as compensation for resource reallocation. No refund of deposits will be made.

Termination by DemoniX Labs

DemoniX Labs may terminate any engagement immediately upon written notice if: (a) the Client fails to make payment within 14 days of a due date; (b) the Client breaches any material term and fails to remedy such breach within 7 days of notice; (c) the Client engages in abusive, threatening, or unlawful conduct; or (d) the Client requests that DemoniX Labs perform any unlawful or harmful activity.

Effect of Termination

Upon termination, all licences granted to the Client cease. DemoniX Labs will deliver all completed work product upon receipt of all outstanding payments. Confidentiality obligations survive termination.

You agree not to engage DemoniX Labs to develop, build, or assist with any project or system that:

• Facilitates illegal activity of any kind
• Is designed to harm, defraud, harass, or deceive individuals or groups
• Violates privacy rights or applicable data protection laws
• Creates or deploys malware, spyware, or other malicious software
• Infringes the intellectual property rights of any third party
• Violates any applicable export control, sanctions, or trade compliance laws
• Creates or deploys AI systems intended to generate disinformation or non-consensual content

DemoniX Labs reserves the right to refuse or terminate any engagement that, in our sole judgment, violates these prohibitions, without liability to the Client.

These Terms and any SOW are governed by the laws of the jurisdiction in which DemoniX Labs is registered, without regard to conflict of law principles.

Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve disputes informally by providing written notice and engaging in good-faith negotiations for at least 30 days.

Arbitration

Any dispute not resolved informally shall be submitted to binding arbitration under the rules of a mutually agreed arbitration body. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to breach of confidentiality or infringement of intellectual property.

Entire Agreement

These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior representations, negotiations, and agreements.

Severability

If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

No Waiver

Failure by DemoniX Labs to enforce any provision does not constitute a waiver of our right to enforce that provision in the future.

Assignment

The Client may not assign or transfer any rights or obligations without our prior written consent. DemoniX Labs may assign its rights in connection with a business transfer, merger, or acquisition.

Amendments

DemoniX Labs reserves the right to update these Terms at any time. Continued engagement after notice of changes constitutes acceptance of the revised Terms.

Force Majeure

Neither party is liable for delays or failures in performance caused by circumstances beyond their reasonable control, including acts of God, government actions, internet outages, third-party service failures, pandemics, or natural disasters.