Terms & Conditions

1. Acceptance of terms

By accessing sitewavedev.com or engaging SiteWave DEV ("SiteWave DEV", "we", "our", or "us") for services, you ("Client" or "you") agree to these Terms and Conditions. If you do not agree, please do not use the site or our services.

2. About us

SiteWave DEV is a software engineering studio based in San Antonio, Texas, and is part of the SiteWave family alongside SiteWave Creative and SiteWave AI. Contact: hello@sitewavedev.com · (210) 245-1997.

3. Services

We provide software engineering services including, but not limited to, web and application development (.NET/C#, Angular, React, Vue, TypeScript), database design and administration (Microsoft SQL Server, Supabase, Firebase), API integration, DevOps, modernization, and ongoing maintenance. The exact scope of any engagement is defined in a separate written Statement of Work (SOW), Master Services Agreement (MSA), or proposal that, once accepted, forms a binding contract between the parties along with these terms.

4. Proposals, estimates, and changes

• Estimates are valid for 30 days unless otherwise stated.
• Fixed-price engagements require a signed SOW. Additional or materially changed work is handled through a written change order with adjusted scope, timeline, and fees.
• Time-and-materials engagements are billed per the agreed rate and tracked in good faith with reasonable documentation available on request.

5. Fees and payment

• Fees and payment terms are defined in the SOW or proposal.
• Invoices are due Net 15 from the invoice date unless otherwise agreed.
• A deposit of 30–50% may be required before work begins.
• Late invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
• All fees are exclusive of applicable taxes, which are the Client's responsibility.
• We may suspend services on materially overdue accounts after written notice.

6. Client responsibilities

To deliver on time, we rely on prompt, accurate cooperation. The Client agrees to:

• Provide timely access to systems, credentials, stakeholders, and content.
• Review deliverables and provide feedback within the timelines in the SOW.
• Ensure they have the legal right to share any materials, data, or credentials provided to us.
• Maintain their own backups of any data we handle, in addition to those we maintain.

7. Intellectual property

• Deliverables. Upon full payment, the Client owns the custom deliverables created specifically for them under the SOW, excluding items listed in this section.
• Pre-existing materials. SiteWave DEV retains ownership of its pre-existing code, tools, libraries, templates, and know-how. We grant the Client a perpetual, non-exclusive, royalty-free license to use such materials solely as embedded in the deliverables.
• Third-party components. Open-source and third-party components remain subject to their own licenses.
• Portfolio. Unless otherwise agreed in writing, we may reference the Client's name and public-facing work in our portfolio and marketing materials.

8. Confidentiality

Each party agrees to protect the other's non-public information with the same care it uses for its own confidential information, and at minimum a reasonable standard. This obligation survives termination. A separate NDA, if executed, controls in the event of conflict.

9. Data, security, and privacy

Our handling of personal data is described in our Privacy Policy. For engagements involving sensitive data, a Data Processing Addendum (DPA) may be executed. The Client is responsible for providing lawful data and for any required notices or consents from end users.

10. Warranties and disclaimers

We warrant that our services will be performed in a professional and workmanlike manner. If a deliverable fails to conform during the warranty period stated in the SOW (or 30 days if none), we will correct the non-conforming work at no additional charge.

Except as expressly stated, the website and services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation of software or third-party services.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising out of or relating to these terms or the services. Our aggregate liability for any claim will not exceed the fees paid by the Client to SiteWave DEV for the services giving rise to the claim during the three (3) months preceding the event. These limits apply regardless of the theory of liability and survive termination.

12. Indemnification

The Client agrees to indemnify and hold SiteWave DEV harmless from claims arising from (a) content, materials, or data the Client provides, (b) the Client's misuse of the deliverables, or (c) the Client's breach of these terms. SiteWave DEV will indemnify the Client for third-party claims that our original deliverables infringe their intellectual property, subject to prompt notice, sole control of defense, and reasonable cooperation.

13. Term and termination

• Either party may terminate an engagement for material breach that is not cured within 15 days of written notice.
• The Client may terminate for convenience with written notice; fees for work performed and non-cancellable commitments through the effective date remain payable.
• On termination, we will deliver completed work, source code, and reasonable handoff materials upon payment of outstanding amounts.

14. Independent contractor

SiteWave DEV performs services as an independent contractor. Nothing in these terms creates a partnership, joint venture, employment, or agency relationship between the parties.

15. Third-party services

Deliverables may depend on third-party services (e.g., Microsoft Azure, Supabase, Firebase, Stripe). We are not responsible for outages, changes, or price adjustments those providers make. Their terms apply to their services.

16. Acceptable use of this website

• You may not use the site in any unlawful or harmful manner.
• You may not attempt to disrupt, probe, scrape, or circumvent security controls.
• You may not copy, modify, or redistribute the site's content without permission.

17. Governing law and disputes

These terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas. The prevailing party in any dispute is entitled to recover reasonable attorneys' fees and costs.

18. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, outages, labor disputes, governmental action, or cyber events affecting third-party infrastructure.

19. Changes to these terms

We may update these terms from time to time. Material changes will be reflected by a new "Last updated" date. Continued use of the site or our services after changes constitutes acceptance of the revised terms.

20. Entire agreement

These terms, together with any signed SOW, MSA, NDA, or DPA, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions. In the event of a conflict, a signed engagement document controls over these general terms.

21. Contact