Terms of Service
These terms govern your use of our services and establish the legal framework for our business relationship.
Last updated: January 6, 2025
Important Notice
By accessing or using Stoix.cloud's services, you agree to be bound by these Terms of Service. Please read them carefully before engaging our services. If you do not agree to these terms, please do not use our services.
Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Stoix.cloud ("Company," "we," "us," or "our") regarding your use of our software consulting services.
By engaging our services, submitting a consultation request, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Services Description
Stoix.cloud provides enterprise software consulting services, including but not limited to:
- Custom software development and engineering
- Cloud architecture design and implementation
- System integration and API development
- DevOps and infrastructure automation
- Technical consulting and strategic planning
- Code review and optimization services
- Training and knowledge transfer
Specific services will be detailed in individual service agreements or statements of work ("SOW") that supplement these Terms.
Client Responsibilities
As a client, you agree to:
- Provide accurate and complete information necessary for service delivery
- Grant timely access to systems, data, and personnel as required
- Respond promptly to requests for feedback, approvals, and decisions
- Maintain confidentiality of any proprietary information shared by Stoix.cloud
- Comply with all applicable laws and regulations
- Pay all fees according to the agreed payment terms
- Provide a safe and professional working environment for our team
Payment Terms
Fees and Billing
- All fees are specified in the applicable SOW or service agreement
- Invoices are typically issued monthly or upon project milestones
- Payment is due within 30 days of invoice date unless otherwise specified
- Late payments may incur interest charges of 1.5% per month
Expenses
Client will reimburse reasonable expenses incurred in connection with services, including travel, accommodation, and third-party software licenses when pre-approved.
Intellectual Property
Work Product
Unless otherwise specified in writing, all custom work product created specifically for Client will be owned by Client upon full payment of all fees. This includes custom code, documentation, and deliverables created exclusively for your project.
Pre-existing IP and Tools
Stoix.cloud retains ownership of all pre-existing intellectual property, methodologies, tools, and general knowledge. We reserve the right to use general knowledge and experience gained during engagements for future projects.
Third-Party Components
Open source and third-party components remain subject to their respective licenses. We will identify significant third-party components and their licensing terms.
Confidentiality
Both parties acknowledge that they may have access to confidential information. We agree to maintain the confidentiality of your proprietary information and use it solely for the purpose of providing services.
Confidential information includes:
- Business strategies, plans, and financial information
- Technical specifications, source code, and system architectures
- Customer data and user information
- Any information marked as confidential or that would reasonably be considered confidential
Warranties and Disclaimers
Our Warranties
We warrant that:
- Services will be performed in a professional and workmanlike manner
- We have the necessary skills and experience to provide the services
- Services will conform to specifications outlined in the SOW
Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that services will be error-free or uninterrupted.
Limitation of Liability
IN NO EVENT SHALL STOIX.CLOUD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.
Our total liability for any claim arising out of or relating to these Terms or our services shall not exceed the total amount paid by Client to Stoix.cloud in the twelve (12) months preceding the claim.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.
Termination
Termination for Convenience
Either party may terminate services with 30 days written notice. Client will pay for all services performed and expenses incurred through the termination date.
Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.
Effect of Termination
Upon termination, we will deliver all completed work product and return confidential information. Provisions regarding payment, confidentiality, and intellectual property will survive termination.
Indemnification
Client agrees to indemnify and hold harmless Stoix.cloud from any claims, damages, or expenses arising from: (a) Client's use of deliverables, (b) Client's breach of these Terms, (c) Client's violation of applicable laws, or (d) any third-party claims related to Client's business operations.
We will indemnify Client against claims that our original work product infringes third-party intellectual property rights, provided Client promptly notifies us and allows us to control the defense.
Force Majeure
Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, labor disputes, or other unforeseeable events. The affected party must promptly notify the other party and make reasonable efforts to mitigate the impact.
Governing Law and Disputes
These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes will be resolved in the state or federal courts located in New York County, New York.
Before initiating formal legal proceedings, the parties agree to attempt resolution through good faith negotiations and, if necessary, mediation.
General Provisions
Entire Agreement
These Terms, together with any SOW or service agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
Modifications
These Terms may only be modified by written agreement signed by both parties. We may update these Terms for future engagements by posting revised terms on our website.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Assignment
Neither party may assign these Terms without the other party's written consent, except that we may assign to an affiliate or in connection with a merger or acquisition.
Legal Contact Information
For questions about these Terms of Service or legal matters, please contact us:
For general inquiries, please use contact@stoix.cloud