Legal

Terms of Service

Last updated: 19 July 2026

1. Agreement to Terms

By accessing inovosync.com ("Site") or engaging InovoSync Limited ("InovoSync", "we", "us", "our") for services, you ("Client", "you") agree to these Terms of Service ("Terms"), our Privacy Policy, and any applicable Master Services Agreement ("MSA") or Statement of Work ("SOW"). If you disagree, do not use the Site or engage our services.

2. Services

InovoSync provides custom software development, web development, SaaS development, business process automation, API development, AI integration, and cloud/DevOps services as detailed in the SOW. Services are performed by senior engineers (10+ years experience). We do not provide staff augmentation or junior developers.

Scope, timeline, and fees are defined per SOW. Changes require a written Change Order signed by both parties.

3. Client Responsibilities

  • Provide timely access to stakeholders, systems, and documentation
  • Designate a single product owner with decision authority
  • Review and approve deliverables within 3 business days
  • Ensure third-party licenses and APIs are available
  • Comply with applicable laws and regulations

Delays caused by Client are not grounds for InovoSync liability. Timeline extensions will be mutually agreed.

4. Fees and Payment

  • Fixed-fee phases (Discovery, Planning, Design) and time-and-materials or fixed-price Development phases per SOW
  • Invoices net 14 days. Late payment: 1.5%/month or max allowed by law
  • Expenses (travel, third-party services) pre-approved and billed at cost + 10%
  • Fees in NZD, AUD, USD, GBP, or EUR as agreed

5. Intellectual Property

Client Owns Everything. Upon full payment, all deliverables, source code, documentation, infrastructure code, and intellectual property ("Work Product") are assigned to Client. InovoSync retains no rights.

InovoSync grants Client a perpetual, worldwide, royalty-free license to use any pre-existing InovoSync libraries, frameworks, or tools incorporated into the Work Product ("Background IP"). Background IP remains InovoSync's property.

Client grants InovoSync a license to use Client's trademarks solely for portfolio reference (with permission).

6. Confidentiality

Both parties agree to protect Confidential Information (technical, business, financial, customer data) for 3 years post-engagement. Exceptions: public domain, independently developed, legally required disclosure.

7. Warranties and Disclaimers

InovoSync warrants: (a) services performed professionally; (b) Work Product materially conforms to SOW; (c) no knowing IP infringement. Warranty period: 30 days post-delivery.

DISCLAIMER: EXCEPT AS EXPRESSLY STATED, SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS". NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION. InovoSync DOES NOT WARRANT THIRD-PARTY SERVICES, APIs, OR INFRASTRUCTURE.

8. Limitation of Liability

  • InovoSync's aggregate liability shall not exceed total fees paid by Client in the 12 months preceding the claim
  • NO LIABILITY FOR: indirect, incidental, consequential, punitive damages; lost profits, data, business opportunity
  • Liability limitations apply regardless of legal theory (contract, tort, negligence, strict liability)
  • Client's sole remedy for breach: re-performance or refund of fees for the affected phase

9. Indemnification

Client indemnifies InovoSync against claims arising from: Client content, Client's breach of these Terms, Client's violation of law, or third-party rights infringement related to materials Client provides.

InovoSync indemnifies Client against claims that Work Product (as delivered) infringes third-party IP rights, provided Client notifies InovoSync promptly and allows InovoSync to control defense.

10. Term and Termination

  • Engagement term per SOW. Either party may terminate for material breach with 30 days' written notice and cure period
  • InovoSync may terminate for non-payment >30 days overdue with 7 days' notice
  • Client may terminate for convenience with 14 days' notice; fees for work completed + 20% of remaining phase
  • Surviving provisions: IP ownership, confidentiality, liability limits, indemnification, governing law

11. Governing Law and Disputes

Governed by New Zealand law. Disputes resolved by:

  1. Good faith negotiation between senior representatives (30 days)
  2. Mediation per AMINZ rules (Auckland, English language)
  3. Binding arbitration in Auckland, NZ (single arbitrator, English, NZ law)

Injunctive relief available in any competent court. UN Convention on Contracts for International Sale of Goods excluded.

12. General

  • Entire Agreement: Terms, MSA/SOW, Privacy Policy constitute entire agreement
  • Amendments: Written, signed by both parties
  • Severability: Unenforceable provisions severed; remainder stands
  • No Waiver: Failure to enforce ≠ waiver
  • Assignment: Neither party may assign without consent (except affiliates/successors)
  • Force Majeure: No liability for events beyond reasonable control
  • Notices: Email to hello@inovosync.com or Client's SOW contact
  • Independent Contractor: InovoSync is an independent contractor, not employee/agent/partner

13. Contact

Questions about these Terms? Email hello@inovosync.comor write to InovoSync Limited, Lahore, Pakistan.