These Terms of Service govern paid engagements between Ryu Labs (“Ryu”, “we”) and a client (“you”). They apply alongside any signed statement of work (SOW), which takes precedence where the two conflict.
1. Scope of services
Services are defined per engagement in a written scope or SOW, covering deliverables, timeline, and pricing structure (Sprint, Partner, or a custom arrangement). Work outside that scope is treated as a change request and re-quoted before we begin it.
2. Fees & payment
Sprint engagements are billed per the agreed fixed price, typically 50% up front and 50% on delivery. Partner engagements are billed monthly in advance. Invoices are due within 15 days unless otherwise agreed in writing.
3. Client responsibilities
You agree to provide timely access, feedback, and any content or credentials reasonably required to deliver the work. Delays on your end may extend the project timeline accordingly.
4. Intellectual property & ownership
Unless otherwise agreed, ownership of custom code and deliverables built specifically for you transfers to you upon full payment. Ryu retains ownership of pre-existing tools, frameworks, and general know-how used to deliver the work, and may reuse non-client-specific components in future engagements.
5. Confidentiality
Both parties agree to keep confidential information disclosed during the engagement private, and to use it only for the purposes of the engagement. This obligation survives the end of the engagement.
6. Warranties & disclaimers
We warrant that services will be performed with reasonable skill and care. Beyond that, deliverables are provided without further warranty, express or implied, including fitness for a particular purpose.
7. Limitation of liability
Our total liability arising from an engagement is limited to the fees paid for that engagement in the preceding three months. Neither party is liable for indirect or consequential damages.
8. Termination
Partner engagements may be paused or terminated by either party with 30 days' written notice. Sprint engagements may be terminated for cause; fees for work completed remain payable.
9. Governing law
These terms are governed by the laws of the jurisdiction specified in your SOW, without regard to conflict-of-law principles.
10. Contact
Questions about an active or prospective engagement can be sent to legal@ryulabs.io.