Clear terms.
Fair partnerships.

By accessing and using the website inteliolabs.com (the "Site") and the services provided by Intelio Labs ("we", "our", "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you must not access or use the Site or our services.

These Terms constitute a legally binding agreement between you ("Client", "you", "your") and Intelio Labs regarding your use of the Site and engagement of our services.

Intelio Labs provides web development, software development, UI/UX design, SaaS development, e-commerce development, AI & automation, chatbot development, cloud & DevOps, and related digital services (collectively, the "Services").

The scope, timeline, deliverables, and pricing for each engagement are defined in a separate Statement of Work ("SOW"), proposal, or master services agreement ("MSA"). In case of conflict between these Terms and an SOW/MSA, the SOW/MSA shall prevail.

We reserve the right to modify, suspend, or discontinue any Service at any time with reasonable notice.

You agree to:

• Provide accurate, complete, and timely information, materials, and approvals necessary for us to perform the Services.

• Ensure you have the right to provide any content, data, or intellectual property you share with us.

• Respond to our requests for feedback, approvals, or information within a reasonable timeframe to avoid project delays.

• Not use the Site or Services for any unlawful purpose or in violation of these Terms.

• Maintain the confidentiality of any access credentials provided to you.

Delays caused by your failure to provide required information or approvals may result in timeline adjustments and additional fees as outlined in the SOW.

• Pre-existing IP: Each party retains all right, title, and interest in their pre-existing intellectual property.

• Work Product: Upon full payment of all fees due under the applicable SOW, all deliverables and work product created specifically for you under that SOW ("Work Product") shall be assigned to you, excluding any pre-existing IP, frameworks, libraries, or tools we use.

• License to Pre-existing IP: To the extent Work Product incorporates our pre-existing IP, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use such IP solely as part of the Work Product.

• Portfolio Rights: We retain the right to showcase completed projects in our portfolio, case studies, and marketing materials, including screenshots and project descriptions, unless otherwise agreed in writing.

• Feedback: Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without obligation or compensation.

• Fees: Service fees are as specified in the applicable SOW or proposal. Additional work outside the agreed scope will be billed at our standard rates or as mutually agreed in writing.

• Payment Terms: Invoices are due within the timeframe specified in the SOW (typically Net 15 or Net 30). Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.

• Expenses: Pre-approved travel, third-party services, or other out-of-pocket expenses are billable in addition to service fees.

• Taxes: Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and withholdings imposed by any jurisdiction.

• Refunds: Fees for services rendered are non-refundable except as otherwise required by law or agreed in writing.

"Confidential Information" means any non-public information disclosed by either party, including business plans, technical data, trade secrets, customer lists, pricing, and project details.

Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except as necessary to perform obligations under these Terms (with such parties bound by similar obligations); and (c) use it only for purposes of the engagement.

These obligations survive termination of these Terms for a period of three (3) years.

We represent that Services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED HEREIN, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTELIO LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

You agree to indemnify, defend, and hold harmless Intelio Labs and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Site or Services; (c) any content or data you provide; (d) your violation of any law or third-party rights.

Either party may terminate an engagement with written notice. Upon termination: (a) you shall pay for all Services performed and expenses incurred up to the termination date; (b) we will deliver all completed Work Product for which payment has been received; (c) each party shall return or destroy the other's Confidential Information.

Provisions that by their nature should survive termination (e.g., IP, confidentiality, liability limitations, indemnification) shall survive.

• Governing Law: These Terms shall be governed by the laws of Bangladesh, without regard to conflict of law principles.

• Dispute Resolution: Any dispute arising from these Terms shall be resolved through good-faith negotiation. If unresolved, it shall be submitted to binding arbitration in Dhaka, Bangladesh, in English.

• Entire Agreement: These Terms, together with any SOW/MSA, constitute the entire agreement between the parties and supersede all prior agreements.

• Amendment: No amendment shall be effective unless in writing and signed by both parties.

• Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force.

• Waiver: Failure to enforce any right shall not constitute a waiver.

• Assignment: Neither party may assign these Terms without the other's prior written consent, except to an affiliate or successor in connection with a merger or acquisition.

• Force Majeure: Neither party is liable for delays due to causes beyond its reasonable control.

If you have any questions about these Terms of Service, please contact us:

Intelio Labs

Dhaka, Bangladesh

Email: inteliolabsltd@gmail.com

Phone: +880 1329-424650