Terms & Conditions
Effective Date: December 29, 2025
Welcome to Denovo Studios (“Denovo,” “Company,” “we,” “us,” “our”). By accessing our website or using our services, you (“Client,” “you,” “your”) agree to these Terms & Conditions (“Terms”). If you do not agree, do not use our services.
1. Acceptance of Terms
By accessing or using Denovo’s services, you agree to be bound by these Terms. We may update these Terms from time to time. Updates will be posted on our website and are effective when posted. Your continued use of the services after changes are posted constitutes acceptance of the updated Terms.
2. Services Provided
Denovo provides custom software services, which may include (without limitation): mobile applications, web applications, PWAs, chatbots, custom APIs, backend development, integrations, UI/UX design support, and consulting (collectively, “Services”). We serve multiple industries including supply chain, logistics, transportation, manufacturing, healthcare, sports, fitness and wellness, fintech, education, and games.
3. Separate Project Agreement Controls
Each project is governed by a separate written agreement, statement of work (“SOW”), proposal, or master services agreement (“Project Agreement”) that outlines scope, deliverables, timelines, pricing, and payment schedules.
If there is a conflict between these Terms and a Project Agreement, the Project Agreement controls for that project.
4. User / Client Responsibilities
You agree to:
Provide accurate and complete information and timely decisions/approvals when requested.
Provide required access to systems, repositories, accounts, environments, and stakeholders as needed to perform the Services.
Maintain the security of your accounts and credentials and use secure methods for sharing access.
Comply with all applicable laws and regulations.
Not use Denovo’s website or Services for unlawful, harmful, or infringing purposes.
Respect the intellectual property rights of others and ensure you have rights to any materials you provide.
5. Change Requests & Scope Adjustments
Any work outside the agreed scope (“Change Requests”) may require a written change order, updated SOW, timeline adjustments, and additional fees. Denovo is not obligated to begin out-of-scope work until the change is documented and agreed in writing (email is acceptable).
6. Term and Termination
6.1 Term
These Terms take effect when you first use our website or Services and remain in effect until Services are completed or the relationship is terminated in accordance with this Section.
6.2 Termination for Cause
Either party may terminate a Project Agreement for cause by written notice if the other party:
is in material breach and fails to cure within five (5) days after receipt of written notice;
engages in unlawful business practices related to performance under the agreement; or
files for bankruptcy, becomes insolvent, ceases doing business, makes an assignment for the benefit of creditors, or has a receiver/trustee appointed.
6.3 Effect of Termination
Upon termination:
Client will pay for all Services performed and approved expenses incurred up to the effective termination date.
Denovo will provide any deliverables that are complete and paid for, as specified in the Project Agreement.
Sections that should reasonably survive termination (including payment, confidentiality, IP, limitation of liability, dispute resolution) will survive.
7. Delivery, Repositories, and Acceptance
7.1 Code Delivery
Unless otherwise stated in the Project Agreement, Denovo will deliver work product (including source code) through a mutually agreed git repository or other delivery mechanism.
7.2 Client Inputs and Access
Client will provide existing source code (if applicable), system access, documentation, functional specs, and other technical information needed to perform the Services. Delays in providing inputs, access, or decisions may cause delays to delivery dates and may increase costs.
7.3 Acceptance Window
Unless otherwise stated in the Project Agreement, after Denovo submits a deliverable or code update for review, Client has seven (7) days to provide written notice of non-conformance to the agreed scope/requirements. If Client does not respond within seven days, the deliverable is deemed accepted.
8. Engagement Models
Client acknowledges Denovo offers the following non-overlapping engagement models (as specified in the Project Agreement):
Milestone / Fixed Scope: fixed scope without change requests until the defined scope is completed (unless a change order is approved).
Hourly / Agile: ongoing development with iterative change requests billed based on time.
9. Pricing and Payment Terms
9.1 Invoicing
Unless otherwise stated in the Project Agreement, invoices are issued bi-weekly.
9.2 Milestone Basis
If Client is on a milestone basis and hours exceed milestone estimates, additional invoices may be issued provided the total remains at or below the agreed “Not To Exceed” amount (if applicable). If a Not To Exceed amount is not specified, overages require written approval.
9.3 Hourly Basis
If Client is on an hourly basis, invoices reflect hours logged to date.
9.4 Payment Due Date and Late Fees
Client shall pay invoices within five (5) days of receipt unless otherwise stated in the Project Agreement. Late balances accrue interest at 10% per annum or the maximum rate permitted by law, calculated daily from the due date until paid.
9.5 Suspension for Non-Payment
If payment is overdue, Denovo may suspend work after providing written notice. Suspension may impact timelines and delivery dates.
10. Ownership and Intellectual Property
10.1 Background IP
Each party retains ownership of its pre-existing intellectual property, tools, templates, libraries, know-how, processes, and generic components (“Background IP”). Denovo may use its Background IP in the course of providing Services.
10.2 Work Product Ownership and Transfer
“Work Product” means project-specific deliverables created for Client under a Project Agreement (e.g., custom source code, documentation, designs) excluding Denovo Background IP and third-party materials.
Unless otherwise stated in the Project Agreement:
Denovo owns all right, title, and interest in the Work Product until Client pays all amounts due in full.
Upon full payment, Denovo assigns to Client all ownership rights in the Work Product, excluding Denovo Background IP.
For any Denovo Background IP incorporated into the Work Product, Denovo grants Client a non-exclusive, perpetual license to use it solely as embedded in or necessary to operate the Work Product.
10.3 Third-Party Software and Licenses
Work Product may include third-party software (open source or commercial). Such components are subject to their respective licenses. Client is responsible for obtaining and maintaining any third-party licenses required for use of the Work Product unless otherwise stated in the Project Agreement.
11. Confidentiality
Each party agrees to protect the other party’s confidential information (“Confidential Information”) with at least the same degree of care it uses to protect its own confidential information of like nature, and not less than reasonable care.
Confidential Information does not include information that:
becomes publicly available without breach by the receiving party;
is received from a third party without confidentiality obligations; or
is independently developed without use of the Confidential Information.
12. Representations and Warranties
Each party represents it has authority to enter into and perform under these Terms and any Project Agreement, and that doing so will not violate any third-party rights or legal obligations.
13. Disclaimer of Warranty
EXCEPT AS EXPRESSLY STATED IN A PROJECT AGREEMENT, THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS.” EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DENOVO DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
14. Limitation of Liability
Except for a party’s indemnification obligations, breach of confidentiality, or willful misconduct, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, profits, or data, arising out of or related to these Terms or any Project Agreement, even if advised of the possibility.
To the maximum extent permitted by law, each party’s total liability under these Terms and any Project Agreement will not exceed the fees paid (or payable) by Client to Denovo under the applicable Project Agreement in the three (3) months preceding the event giving rise to the claim, unless a different cap is specified in the Project Agreement.
15. Non-Solicitation (Mutual)
During the term of a Project Agreement and for one (1) year thereafter, neither party will solicit for employment or contract any employee or independent contractor of the other party who was directly involved in the applicable project, without prior written consent. Generalized advertising not targeted at such individuals is not a violation.
16. Dispute Resolution
If a dispute arises, the parties will first attempt to resolve it through good-faith negotiation.
If not resolved within 30 days, the dispute may be submitted to mediation. If the parties cannot agree on a mediator within 15 days, either party may submit a mediation demand to JAMS Detroit under JAMS rules.
If mediation does not resolve the dispute, any remaining issues will be submitted to final and binding arbitration administered by JAMS under JAMS rules.
Venue / Seat: Wayne County, Michigan (unless JAMS rules require otherwise). Judgment on the arbitration award may be entered in any court of competent jurisdiction.
Important fix: This arbitration clause replaces the conflicting “must be brought in courts” language. If you want court-only instead, remove arbitration entirely. Don’t keep both.
17. Miscellaneous
Entire Agreement: These Terms and the applicable Project Agreement constitute the entire agreement between the parties regarding the subject matter and supersede prior discussions.
Amendments: Amendments must be in writing signed by both parties. Email is acceptable.
Severability: If any provision is unenforceable, it will be modified to reflect intent as closely as possible, and the remaining provisions remain in effect.
Assignment: Neither party may assign its rights or obligations without the other party’s written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
No Waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
Governing Law: Michigan law governs these Terms and Project Agreements, without regard to conflict-of-law principles.
Notices: Notices must be in writing and delivered by email or other method specified in the Project Agreement. Notices are effective upon confirmed receipt (or, for email, when sent without bounce-back).