Terms and Conditions of Service

For the purposes of these Terms:

• “Client”: the natural or legal person contracting the Services of SMTM Lab.
• “Proposal” or “Statement of Work” (“SOW”): document describing the scope, deliverables, schedule, fees, and specific conditions applicable to a project.
• “Deliverables”: source code, documentation, configurations, diagrams, models, automation scripts, infrastructure-as-code, and any other output specifically developed for the Client under a Proposal.
• “Pre-existing IP”: frameworks, libraries, components, templates, methodologies, know-how, internal tools, and any other intellectual assets pre-existing or independently developed by SMTM Lab.
• “Third-Party Services”: products and services provided by external vendors (e.g. cloud infrastructure providers, payment gateways, managed databases, APIs).

SMTM Lab will provide the Services as agreed in each Proposal. Any scope, timeline, deliverable, dependency, or Client responsibility not documented in the Proposal is expressly excluded and must be handled as a change order subject to new pricing.

The Services are provided as a best-efforts obligation and not as an obligation of result, unless a specific clause in the Proposal states otherwise. SMTM Lab does not guarantee business metrics of the Client (revenue, conversions, users, etc.) derived from the use of the Deliverables.

Proposals issued by SMTM Lab are valid for thirty (30) calendar days from the date of issuance, unless otherwise stated.

The engagement is formed upon any of the following acts: (i) electronic signature of the Proposal or SOW; (ii) express confirmation via email; or (iii) payment of the advance set out in the Proposal.

Fees, engagement model (fixed price, time and materials, monthly retainer, or other) and payment schedule are set out in the Proposal. All amounts are expressed and invoiced in United States dollars (USD), unless otherwise expressly agreed.

Invoices must be paid within the agreed term. Late payment entitles SMTM Lab, without prior notice, to (i) suspend the provision of Services; (ii) retain Deliverables not yet transferred; and (iii) apply interest as permitted by applicable law in the State of Florida.

The cost of Third-Party Services (cloud infrastructure, domains, software licenses, etc.) is for the Client’s account, unless the Proposal indicates otherwise.

5.1 Deliverables. Upon full payment of the fees corresponding to the Deliverables, SMTM Lab assigns to the Client on an exclusive and perpetual basis the economic rights over the code, documentation, and other assets specifically developed for the Client under the Proposal (work made for hire), to the maximum extent permitted by applicable law.

5.2 Pre-existing IP. SMTM Lab retains full ownership over all of its Pre-existing IP. To the extent that Deliverables incorporate Pre-existing IP, SMTM Lab grants the Client a worldwide, non-exclusive, irrevocable, royalty-free license to use such Pre-existing IP solely as an integral part of the Deliverables.

5.3 Open-Source Software. Open-source components included in the Deliverables are subject to the original licenses of their respective authors.

5.4 Portfolio and References.Unless expressly agreed otherwise, the Client authorizes SMTM Lab to mention the Client’s trade name and logo in its portfolio, website, and commercial materials, without disclosing confidential project information.

Each party undertakes to hold in strict confidence all confidential information received from the other party during the term of the engagement and for a period of three (3) years from its termination, using it exclusively for the performance of the Services.

The confidentiality obligation does not apply to information that: (i) is or becomes public domain without fault of the receiving party; (ii) was already in the legitimate possession of the receiving party; (iii) has been independently developed; or (iv) must be disclosed by legal or judicial mandate.

SMTM Lab may integrate with or recommend Third-Party Services (including, without limitation, AWS, Google Cloud Platform, Microsoft Azure, Vercel, Supabase, Cloudflare, Stripe and the like). The Client acknowledges that the operation, availability, and commercial policies of such vendors are outside the control of SMTM Lab.

SMTM Lab shall not be liable for interruptions, failures, unilateral term changes, price increases, or suspensions attributable to Third-Party Services.

SMTM Lab warrants that the Services will be rendered with the diligence and professional standards reasonably expected in the industry.

Upon delivery of each milestone, the Client will have thirty (30) calendar days to report in writing reproducible defects that deviate from the Proposal specification. After that period without observations, the Deliverable will be deemed accepted. Any subsequent modification will be treated as a change order.

THE SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMTM LAB’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS ACTUALLY PAID BY THE CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) USD 10,000.

IN NO EVENT SHALL SMTM LAB BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR FOR LOST PROFITS, LOSS OF DATA, LOSS OF REVENUE, OR BUSINESS INTERRUPTION.

The Client agrees to indemnify, defend, and hold harmless SMTM Lab, its directors, employees, and subcontractors from any loss, damage, claim, action, or expense (including reasonable attorneys’ fees) arising from (i) the use of the Deliverables by the Client in breach of these Terms or applicable law; (ii) data, content, or materials provided by the Client; (iii) regulatory compliance specific to the Client’s business; and (iv) third-party claims related to the Client’s products or services.

Either party may terminate the engagement (i) for cause, with fifteen (15) calendar days’ written notice, provided the breaching party fails to cure within such term; or (ii) for convenience, with thirty (30) calendar days’ written notice.

Upon termination, the Client shall pay for the Services actually rendered through the cutoff date and the reasonable costs incurred by SMTM Lab.

Neither party shall be liable for breaches due to events beyond their reasonable control, including without limitation natural disasters, armed conflict, acts of public authority, pandemics, widespread failures of telecommunications or essential providers, and cyberattacks of general scope.

These Terms are governed by the laws of the State of Florida, United States of America. For any dispute, the parties submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida, expressly waiving any other venue.

Before commencing any judicial action, the parties shall attempt to resolve any dispute through good-faith negotiation for a minimum period of thirty (30) days from written notice.

THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS RELATED TO ANY DISPUTE ARISING UNDER THESE TERMS.

SMTM Lab may modify these Terms at any time by publishing the updated version on its website. Material modifications will be notified at least thirty (30) days in advance. Continued use of the Services after the modifications take effect shall constitute acceptance thereof.

Entire Agreement. These Terms, together with the applicable Proposal and signed annexes, constitute the entire agreement between the parties regarding the subject matter.

Severability. The nullity or unenforceability of any clause shall not affect the validity of the remaining ones.

Assignment. The Client may not assign its rights or obligations without the prior written consent of SMTM Lab.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.