Terms of Service

1. Acceptance of Terms and Role

By engaging Valnee Solutions ("Valnee," "we," "us," or "our") for services, you ("Client," "Founder," or "you") agree to be bound by these Terms of Service ("Terms"). These Terms establish a legally binding agreement that defines the relationship between Client and Valnee.

Our Role: Valnee Solutions acts as the Client's Technical Execution Partner, committing our expertise and resources to translate the Client's vision into a launch-ready, scalable software asset.

2. Services Description and Structure

2.1 The 3-Stage Idea-to-Launch Velocity System

Valnee provides specialized Minimum Viable Product (MVP) development services structured across three defined stages:

• Stage 1: Blueprint & Strategy: Product strategy, fixed-scope definition, technical specification, and roadmap creation.
• Stage 2: AI-Accelerated Build: Full-stack development, database design, API implementation, and quality assurance.
• Stage 3: Launch & Validation: Deployment to live environment, final testing, and technical asset handover.

2.2 Service Commitments

• We commit to delivering the core MVP within the fixed timeline agreed upon in the SOW (typically 3 weeks), subject to the terms of Section 7.
• All deliverables will be production-ready and fully functional.
• 100% of the custom source code and technical documentation will be provided to the Client upon final delivery.
• 30 days of post-launch support is included for bug fixes and performance monitoring.

3. Payment Terms and Fixed Pricing

3.1 Fixed-Price, Fixed-Scope Model

• Payment terms are defined by the fixed-price agreement outlined in the final Scope of Work (SOW) derived from Stage 1 (Blueprint).
• All payments are due according to the pre-determined milestone schedule established in the SOW.
• All fees are fixed for the agreed-upon scope; no hidden hourly charges or surprise fees will be added.

3.2 Payment Structure and Methods

• Payments are typically due at the commencement of each major project stage (e.g., 50% at Stage 2 commencement, 50% upon Stage 3 completion).
• Payments must be made in USD unless otherwise agreed.
• Acceptable payment methods include Bank Transfer and standard digital payment platforms (e.g., Stripe).

3.3 Late Payment Policy

• Payments overdue by more than 14 days may incur a 2% monthly service charge.
• Work will be suspended until payment is received.
• Valnee reserves the right to withhold final deliverables and the Client's 100% Code Ownership rights until all outstanding fees are paid in full.

4. Client Responsibilities

The success of the project requires timely commitment from the Client, particularly in the Blueprint stage.

• The Client must provide clear project requirements and timely feedback within 2 business days of a request.
• The Client must designate a primary point of contact for all project communication and decisions.
• The Client warrants that all materials provided (e.g., content, images, existing code) are legally owned or licensed for use in the project.

5. Intellectual Property and Code Ownership

This section is paramount to Valnee's commitment to delivering a true asset to the Founder.

5.1 Client Ownership (The Asset)

Upon full and final payment of all fees, the Client will own 100% of the Intellectual Property (IP) developed specifically for the project, including:

• The completed MVP application and its source code.
• All custom-developed features, logic, and functionality.
• All technical documentation and database schemas.

5.2 Valnee Retained Rights

Valnee retains the rights to use general methodologies, processes, and non-Client-specific know-how. We reserve the right to use the project as a case study in our portfolio only with the Client's express written permission.

5.3 Third-Party Components

The MVP will incorporate third-party libraries, open-source components, or AI tools (e.g., Next.js, Supabase, AI code assistants). These remain subject to their respective licenses and terms. Valnee warrants that all incorporated components are properly licensed for commercial use.

6. Confidentiality and Non-Disclosure

Valnee acknowledges that the Client will share sensitive business information. We commit to keeping all project details, strategies, and proprietary information confidential and will use this information solely for the purpose of delivering the MVP. Confidentiality obligations shall extend for a period of 5 years after project completion.

7. Warranties and The On-Time Delivery Guarantee

7.1 The Valnee On-Time Delivery Guarantee

Valnee guarantees the MVP will be delivered and launched by the fixed date specified in the SOW, provided the Client meets their responsibilities.

• If Valnee misses the fixed launch date due to internal delays, resource issues, or errors in our development process:
• We commit to pausing all billing after the agreed-upon launch date.
• We will continue development at no cost until the MVP is fully completed, deployed, and delivered according to the final SOW.

7.2 Service Warranties

• We warrant that services will be performed with professional skill and care.
• All deliverables will be free from material defects and bugs for 30 days post-launch(the "Warranty Period"). We will fix any reported bugs at no additional cost during this period.

7.3 Disclaimers

VALNEE SOLUTIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR GUARANTEES OF SPECIFIC BUSINESS OUTCOMES OR FINANCIAL RESULTS.

8. Project Scope and Change Management

• The project scope is defined during Stage 1 (Blueprint) and is considered fixed once the SOW is signed.
• Any requests for significant changes to functionality, features, or technical requirements must be submitted as a formal Change Request.
• A Change Request may result in a revised SOW, additional cost, and a new delivery timeline, thereby nullifying the original On-Time Delivery Guarantee. Minor adjustments within the original scope are included.

9. Limitation of Liability and Termination

9.1 Limitation of Liability

Valnee's total liability for any claims arising from or related to these Terms shall not exceed the total amount paid by the Client for the specific project giving rise to the claim. Valnee shall not be liable for indirect, incidental, or consequential damages, including loss of profits, revenue, or business opportunities.

9.2 Termination

• The Client may terminate the project with 7 days written notice. Payment is due for all work completed up to the termination date.
• Valnee may terminate the project for non-payment after 14 days notice or for the Client's breach of these Terms.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware.

11. Entire Agreement and Updates

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between the Client and Valnee Solutions. Valnee reserves the right to modify these Terms and will notify the Client of any material changes by updating the "Last updated" date.

12. Contact Information

For any questions regarding these Terms of Service, please contact:

Email: support@valnee.com
Website: valnee.com