Who we are and what these terms cover
Madevyn is a software studio operated by Ben Gbiang. These terms apply to your use of madevyn.xyz and to any engagement with the studio unless a written proposal or statement of work says otherwise.
The site describes services and invites you to start a conversation. It is not an offer, a price list or a contract for a particular project. An engagement begins only when both sides accept a written proposal that sets out the scope, deliverables, timing, fees and any special terms.
These terms incorporate the Acceptable Use Policy and the Privacy Notice. Where the studio processes personal data on your behalf, the signed Data Processing Addendum or the data processing terms in the proposal also apply.
Definitions
In these terms:
- "Madevyn", "we", "us" and "our" mean the studio that provides the services described on the site.
- "You" and "client" mean the person or organisation that accepts a proposal or uses the site.
- "Proposal" means the written scope, statement of work, quote or agreement that describes an engagement.
- "Deliverables" means the software, designs, documentation, content and other materials the proposal says we will provide.
- "Services" means the design, engineering, advisory, cloud, security and related work described in a proposal.
- "Confidential information" means non-public information one side gives the other in connection with an inquiry or an engagement.
- "Personal data" has the meaning given by the data protection law that applies to the processing.
Eligibility and acceptable use
You must be at least 18 years old and able to enter a binding contract. If you act for an organisation, you confirm that you have authority to bind it.
You must use the site lawfully and only for genuine inquiries and permitted work. The Acceptable Use Policy sets out prohibited conduct, security testing rules and enforcement. A breach of that policy is a breach of these terms.
The services and how an engagement starts
Madevyn provides software design and engineering, AI systems, product development, cloud and infrastructure work, security engineering, technical SEO and related advisory services. The exact services, deliverables, assumptions, exclusions and acceptance criteria are those in the proposal.
A callback request or project brief starts a conversation. It does not create an engagement or reserve capacity. We may decline a request, ask for more information or propose a different scope. No fee is agreed until a proposal is accepted.
We may use third-party software, open-source components and service providers to deliver the work. The proposal or the delivered documentation identifies any material dependency or licence condition.
Scope, assumptions and changes
The proposal records the scope. Anything not listed is out of scope until it is agreed in writing. We will tell you when a request falls outside the proposal and will not build it silently.
We may rely on assumptions and client dependencies recorded in the proposal, including timely access, content, decisions, approvals and third-party accounts. If an assumption is wrong or a dependency is late, the schedule and fee may change.
A change is agreed in writing before work on it starts. We will explain the effect on the schedule, fee and any other term. An urgent security or legal fix may be made immediately where delay would create a material risk, and we will explain it promptly.
What we need from you
You will provide accurate information, a person who can approve the work, timely decisions, and lawful access to the systems, content and accounts needed for the engagement. You are responsible for the legality of the content, data and accounts you ask us to work with, and for having the rights and permissions needed for us to use them.
You will not ask us to build, deploy or maintain something that is unlawful, deceptive, malicious or designed to harm a person or system. You will tell us promptly about a security incident, a legal restriction or a change that affects the work.
Fees, invoices and taxes
Fees are quote-based and are stated in the proposal. There are no public prices. Unless the proposal says otherwise, fees are exclusive of applicable taxes, duties and third-party charges, which you are responsible for.
Invoices are payable on the terms in the proposal. We may pause work on an overdue invoice after giving notice. We may require a deposit or milestone payment before starting work. Expenses that we agree to incur on your behalf are reimbursed at cost with reasonable evidence.
Each side is responsible for its own taxes. If a withholding tax applies, you will provide the evidence needed to show the amount withheld and paid.
Delivery, acceptance and delays
We will use reasonable skill and care, work in short cycles and show progress at the points in the proposal. A delivery date is an estimate unless the proposal makes it a committed date and states the consequences of missing it.
You will review a deliverable within the period in the proposal and tell us in writing whether it meets the agreed acceptance criteria. If you do not respond within that period, the deliverable is treated as accepted for the purpose of the next milestone, without removing a right you have under law.
A delay caused by a client dependency, a third-party service, a force majeure event or a change in scope moves the schedule by a reasonable period. We will tell you as soon as we become aware of a material delay.
Intellectual property and portfolio use
On full payment for the relevant deliverables, you own the deliverables created specifically for you, except for third-party components, open-source software and Madevyn's pre-existing tools, methods, templates and know-how, which remain owned by their respective owners and are licensed to you as stated in the proposal or the applicable licence.
You grant us the rights needed to use your content, marks and systems to perform the engagement. We grant you a non-exclusive, non-transferable licence to use any Madevyn pre-existing tool that is embedded in a deliverable, only as needed to use that deliverable.
We may describe the engagement in a private proposal, a capability statement or a case study only with your written permission. We will not publish your name, mark, data or a confidential detail without that permission. You may withdraw portfolio permission for future publications, but a lawful publication that has already been distributed may remain in archive copies.
If you send feedback or a suggestion, we may use it without restriction or payment, provided we do not identify you publicly without permission.
Confidentiality
Each side will protect the other's confidential information with at least reasonable care and use it only for the inquiry or engagement. This does not cover information that is public through no breach, already lawfully known, independently developed, or required to be disclosed by law.
A disclosure required by law, a court or a regulator will be limited to what is required, and the other side will be told where the law permits. Our security obligations for personal data are also set out in the Privacy Notice and any signed data processing terms.
Data protection
Each side will comply with the data protection law that applies to it. Where we process personal data on your behalf, we act on your documented instructions, use appropriate security, keep the people who process it confidential, and assist you with your obligations as set out in the signed data processing terms.
You are responsible for giving your own customers, users and contacts the notices and lawful basis required for the data you ask us to process. You will not ask us to process special category data or another person's data without the required authority and safeguards.
The Data Processing Addendum on this site is a baseline. The signed proposal or a separately signed addendum can add terms for a particular engagement. If they conflict, the signed document governs for that engagement.
Third-party services
The engagement may depend on hosting, databases, email, payment, analytics, security and other third-party services. Each provider has its own terms, availability and data processing terms. We select providers with care and will tell you about a material dependency in the proposal or the delivered documentation.
We are not responsible for a failure inside a third-party service that is outside our reasonable control, except where the law does not allow that exclusion. If a provider changes or withdraws a service, we will use reasonable efforts to adapt the work or propose an alternative, and any additional cost will be agreed in writing.
Warranties and disclaimers
We will provide the services with reasonable skill and care and in line with the proposal. We do not promise a particular commercial result, search ranking, revenue, funding, uptime of a third-party service, or an outcome that depends on factors outside our control.
The services are not legal, tax, accounting, medical, safety or investment advice. You must make your own decisions and obtain your own professional advice where the work affects a regulated or high-risk activity.
To the extent the law permits, the services are provided without other warranties, conditions or representations. Nothing in these terms excludes a warranty, condition or right that applicable law does not allow to be excluded, including a consumer right.
Limitation of liability
To the extent permitted by law, neither side is liable for indirect, incidental, special or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of data or business interruption arising from the agreement.
Madevyn's total liability for direct loss arising from the services in any twelve-month period is limited to the fees paid to Madevyn for the affected engagement in the twelve months before the event giving rise to the claim. Where the work was provided free of charge, the limit is a reasonable amount or the minimum the law requires.
Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, a breach of data protection law, or another liability that cannot lawfully be limited. A consumer's mandatory rights are not affected.
Indemnity
You will indemnify Madevyn against a claim, loss or cost arising from the content, data, marks, accounts or systems you provide, or from your breach of these terms or the Acceptable Use Policy. This does not apply to the extent the claim is caused by our own breach, negligence or wilful misconduct.
We will indemnify you against a third-party claim that a deliverable we supplied, used as permitted, infringes that third party's intellectual property. We may remedy the infringement, replace the affected part or end the affected service with a proportionate refund. This does not cover content, a modification or a combination we did not supply.
Suspension and termination
Either side may end an engagement as set out in the proposal. We may suspend or end access to the site or a service if:
- you seriously or repeatedly breach these terms, the Acceptable Use Policy or the data processing terms;
- a payment remains overdue after the period in the proposal;
- the law, a regulator, a court or a provider requires it;
- the work would create a security, fraud, safety or legal risk;
- you ask us to do something unlawful or harmful.
Where the issue can reasonably be corrected, we will give notice and a reasonable opportunity to correct it. We may act immediately where delay would create a security, legal or personal safety risk.
If work ends early, you pay for work completed and approved expenses. You also pay any third-party cost that cannot be cancelled. We will return or delete confidential material as agreed, subject to records we must keep for legal, tax, accounting, security or dispute reasons.
Effect of termination and records
When an engagement ends, the rights and obligations that by their nature should survive will continue, including payment, confidentiality, intellectual property, limitation of liability and dispute provisions.
We keep the records needed to meet legal, tax, accounting, security and dispute obligations. Personal data that is not needed for those records is deleted or minimised under the Privacy Notice and any signed data processing terms.
Force majeure
Neither side is liable for a delay or failure caused by an event outside its reasonable control, including a natural disaster, epidemic, war, civil unrest, government action, a national network or power failure, or a failure of a public infrastructure provider. The affected side must tell the other promptly and use reasonable efforts to resume performance.
Notices
A notice to Madevyn must go to legal@madevyn.xyz. A notice to you may go to the email address you used for the inquiry or the engagement, or through the contact route in the proposal. A notice is effective when sent to a verified address.
The sides agree to receive contractual notices and records electronically. Electronic records, including an acceptance recorded in a proposal and an email reply, may be used as evidence.
Changes to these terms
We may update these terms for a new service, a legal or regulatory change, a security requirement or a correction. The version and date at the top identify the version that applies. A material change will be notified before it takes effect where the law requires it.
A change does not retroactively alter an accepted proposal unless both sides agree in writing. Continuing to use the site after the effective date accepts the new version for site use.
Governing law and disputes
The proposal states the governing law and the forum for an engagement. If it does not, the engagement is governed by the laws that apply at the studio's place of establishment, and a court or tribunal with jurisdiction there may hear a dispute. This does not remove a mandatory right you have to bring a claim in another forum.
Before starting a formal claim, the sides will try in good faith to resolve the dispute by written notice and a discussion between senior representatives. Either side may seek urgent injunctive relief to protect confidentiality, security or intellectual property.
General
If a provision is invalid or unenforceable, it will be limited to the minimum extent needed and the rest of the agreement will continue. A failure to enforce a provision is not a waiver. Neither side may assign an engagement without the other's written consent, except to a successor of substantially the whole business that accepts the agreement.
These terms, the accepted proposal and the documents they incorporate are the entire agreement on their subject. A statement made outside them does not add a term unless it is included in a written variation accepted by both sides. A person who is not a party has no right to enforce a term, except where the law provides otherwise.
Contact
Questions about these terms, a legal notice or an engagement go to legal@madevyn.xyz. Privacy questions go to privacy@madevyn.xyz. Security reports go to security@madevyn.xyz.