Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions (“Terms”) govern your access to and use of the website, products, and services provided by ID Logix, including our ERP, DSM, Point of Sale, business process automation, custom web and mobile application, system integration, data engineering and business intelligence, and AI-assisted process optimization services (collectively, the “Services”). By engaging ID Logix, signing a proposal or statement of work, or using our website, you (“Client,” “you”) agree to be bound by these Terms.

2. Description of Services

Founded in 2014, ID Logix builds complex digital systems for businesses of all sizes, from startups to Fortune 50 companies. The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate proposal, statement of work, or master services agreement (“SOW”), which forms part of the binding agreement between ID Logix and the Client alongside these Terms. In the event of a conflict, the terms of the signed SOW will govern.

3. Client Responsibilities

• Provide timely, accurate, and complete information, data, credentials, and access required for us to perform the Services.
• Designate a point of contact authorized to make decisions, approve deliverables, and respond to requests within agreed timeframes.
• Ensure that any data, content, or third-party systems provided to us are lawfully obtained and that we have the right to use them for the engagement.
• Review and test deliverables within the timeframes specified in the SOW; delays in review may affect project timelines.

4. Proposals, Scope & Change Requests

Each engagement begins with an agreed scope of work. Any request that materially changes the scope, timeline, or deliverables outlined in the SOW will be handled through a written change request, which may affect the project fee and schedule. Work outside an approved SOW or change request is not guaranteed to be delivered within the original timeline or budget.

5. Fees & Payment Terms

• Fees, payment schedules, and invoicing terms are set out in the applicable proposal or SOW.
• Unless otherwise agreed, invoices are due within the period specified on the invoice; overdue payments may incur late fees and may result in suspension of Services.
• Client is responsible for any applicable taxes, duties, or government levies associated with the Services, excluding taxes on ID Logix’s net income.
• Expenses incurred on the Client’s behalf (e.g., third-party licenses, cloud infrastructure costs) will be billed as agreed in the SOW.

6. Intellectual Property Rights

Unless otherwise specified in the SOW, upon full payment of applicable fees, ownership of custom deliverables created specifically for the Client (such as bespoke source code, designs, and documentation) transfers to the Client. ID Logix retains ownership of any pre-existing tools, frameworks, libraries, methodologies, and reusable components (“ID Logix IP”) used in delivering the Services, and grants the Client a non-exclusive, perpetual license to use such ID Logix IP as embedded within the delivered solution. ID Logix retains the right to reuse general knowledge, skills, and non-confidential techniques gained during an engagement in future projects.

7. Confidentiality

Each party agrees to keep confidential any proprietary business, technical, or financial information disclosed by the other party in connection with the Services, and to use such information solely for purposes of the engagement. This obligation survives the termination of any agreement between the parties and does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Warranties & Disclaimers

ID Logix warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in a signed SOW, the Services and any deliverables are provided “as is” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. ID Logix does not warrant that software will be entirely free of defects or that it will meet every future business requirement not specified in the original scope.

9. Limitation of Liability

To the fullest extent permitted by law, ID Logix’s total liability arising out of or related to any engagement will not exceed the total fees paid by the Client for the specific Services giving rise to the claim in the twelve (12) months preceding the event. In no event will ID Logix be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.

10. Term & Termination

• An engagement remains in effect for the duration specified in the applicable SOW, or until completed, unless terminated earlier.
• Either party may terminate an agreement for material breach if the breach is not cured within thirty (30) days of written notice.
• Upon termination, the Client will pay for all Services performed and expenses incurred up to the termination date.
• Sections relating to intellectual property, confidentiality, payment obligations, and limitation of liability survive termination.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the jurisdiction specified in the applicable SOW, without regard to conflict-of-law principles. The parties agree to first attempt to resolve any dispute through good-faith negotiation; if unresolved, disputes will be settled through the mechanism (arbitration or courts of competent jurisdiction) specified in the SOW or master services agreement.

12. Changes to These Terms

We may revise these Terms from time to time to reflect changes in our business practices or legal requirements. Updates will be posted on this page with a revised “Last updated” date. Continued use of our website or Services after changes take effect constitutes acceptance of the revised Terms; material changes affecting active client engagements will be communicated directly.

12. Contact Us