1. What these terms cover
These Terms govern your use of kavoren.com and any services we provide, including discovery, scoping, design, development, deployment, maintenance, and related consulting for mobile, web, and API software.
If you sign a separate master services agreement, statement of work, order form, or proposal with Kavoren Software, that document controls to the extent it conflicts with these Terms.
By using our site or engaging us, you agree to these Terms.
2. Services, scope, and changes
Scope and deliverables. We deliver what is described in an agreed scope, proposal, or statement of work.
Change requests. Changes outside the agreed scope require a written change order with adjusted fees and timelines.
Dependencies. Client will provide timely access to people, information, accounts, and approvals.
3. Fees, deposits, and invoices
Pricing model. Fixed price by milestone or hourly time and materials, as stated in the scope.
Deposit. 50% deposit is due to start. For multi-milestone projects, we may replace this with a first milestone payment.
Milestones. Unless otherwise stated, 25% is due at midpoint, and 25% on delivery or store submission.
Late payment. Invoices are due upon receipt. Overdue amounts may incur interest at the lesser of 1.5% per month or the maximum allowed by law. We may pause work for unpaid invoices.
Expenses. Pre-approved third-party expenses are billed at cost.
4. Acceptance and warranty
Acceptance. A deliverable is accepted when it materially conforms to the agreed scope or after 10 business days without written rejection identifying material issues.
Bug fix window. We provide a 30-day bug fix window after acceptance for defects that are reproducible and within scope. Feature requests and changes are out of scope.
5. Intellectual property and licensing
Client materials. Client retains ownership of all materials it provides and warrants it has the right to provide them.
Work product. Upon full payment, we assign to Client all right, title, and interest in custom code, designs, and documentation created specifically for Client under the scope, excluding:
- Pre-existing tools, frameworks, templates, or libraries owned by or licensed to Kavoren Software
- Open source components and their licenses
- Generic know-how, methods, and non-specific utilities that do not contain Client confidential information
License back. Client grants Kavoren a non-exclusive license to use work product for internal portfolio and capability demonstrations, provided we remove Client confidential information. Client may opt out in writing.
6. Open source and third-party services
We may incorporate open source software under its respective licenses. We will list material licenses on request.
We may use reputable third-party services for hosting, deployment, analytics, communications, payments, error tracking, and AI tooling.
7. AI-assisted development
We may use AI tools to assist with research, code generation, documentation, or QA.
We will not intentionally upload Client confidential information to third-party AI tools unless the tool provides enterprise-grade confidentiality or Client gives written consent.
Client may request that no AI tools be used; this may impact price and timeline.
8. Confidentiality
Each party will use reasonable care to protect the other party’s Confidential Information and will not disclose it to third parties except to personnel and subcontractors who need to know and are bound by confidentiality obligations at least as protective.
9. Subcontractors
We may use vetted subcontractors and freelancers. We remain responsible for deliverables and compliance with these Terms.
10. Non-solicitation (optional)
For 12 months after a project ends, Client will not directly solicit for employment any Kavoren personnel who worked on the project. Recruiting via general ads is not solicitation.
11. Disclaimers and limitation of liability
No universal warranties. Except as expressly stated, services and deliverables are provided as-is. We do not warrant that software will be error-free or meet every requirement not specified in the scope.
Indirect damages. Neither party is liable for lost profits, lost revenue, loss of goodwill, or indirect or consequential damages.
Liability cap. Each party’s total liability under these Terms is capped at the fees paid or payable by Client to Kavoren for the 3 months preceding the event giving rise to the claim.
12. Indemnities
By Client. Client will indemnify Kavoren against claims arising from Client materials or instructions that infringe third-party rights or violate law.
By Kavoren. Kavoren will indemnify Client against third-party IP claims alleging that custom work product created by Kavoren and delivered to Client infringes IP, except to the extent the claim arises from Client materials, modifications not made by Kavoren, or use with non-Kavoren components.
13. Termination
For convenience. Either party may terminate a project for convenience with 10 days written notice. Client will pay for work performed and committed expenses through the effective termination date.
For cause. Either party may terminate for material breach after a 10-day cure period.
14. Services for Kavoren-owned apps
For Zentro, StackRoll, and Catan League, separate end user terms and privacy policies may apply. If you are engaging us to customize or integrate with these apps, these Terms govern our professional services. App store terms also apply to mobile distribution.
15. Governing law and venue
These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable there. The parties submit to the exclusive jurisdiction of the provincial and federal courts located in Nova Scotia, Canada.
16. General
Independent contractor. We are an independent contractor. No partnership or employment is created.
Assignment. Neither party may assign these Terms without consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
Notices. Send legal notices to hello@kavoren.com.
Updates. We may update these Terms by posting a revised version with a new effective date. For active projects, material changes will not apply without mutual written agreement.