Terms & Conditions

02 // Scope of Services & Professional Standards

VELOUR ESSENCE LLC agrees to perform consulting and software engineering services with a degree of skill, care, and diligence consistent with prevailing senior engineering standards in the technology industry. Services may encompass architecture design, technical due diligence, custom code development, and cloud systems configuration as enumerated in the applicable SOW.

03 // Intellectual Property Rights & Ownership

• Client Intellectual Property: Upon receipt of full and final payment for the designated milestone or engagement, all custom code, schemas, and documentation created specifically for the Client under an SOW become the exclusive property of the Client.
• Consultant Pre-Existing IP: VELOUR ESSENCE LLC retains ownership of pre-existing development toolkits, architectural patterns, scripts, and generic design primitives utilized in delivering the work. The Client is granted an irrevocable, perpetual, royalty-free license to use such incorporated materials solely in connection with the deliverables.

04 // Client Responsibilities & Access

Timely delivery of consulting milestones depends upon reasonable cooperation from the Client, including timely access to necessary development environments, third-party API keys, design assets, and prompt feedback on technical design documents. Delays resulting from unprovided dependencies shall extend project timelines commensurately.

05 // Confidentiality & Non-Disclosure

Each party agrees to hold the other’s proprietary information, business strategies, and technical architectures in strict confidence for a period of no less than five (5) years following project conclusion. Neither party shall disclose proprietary materials to third parties without prior written consent, except where required by law.

06 // Warranties & Limitation of Liability

VELOUR ESSENCE LLC warrants that services will be performed in a professional manner adhering to industry standards. Except as expressly stated in an executed SOW, deliverables are provided “as is” without warranties of merchantability or fitness for a particular purpose.

To the maximum extent permitted by applicable law, in no event shall either party be liable for indirect, punitive, incidental, special, or consequential damages (including loss of profits, revenue, or business interruption) arising out of the engagement. The total liability of VELOUR ESSENCE LLC shall not exceed the aggregate fees actually paid by the Client under the specific SOW giving rise to the claim.

07 // Term, Termination & Governing Law

Either party may terminate an active consulting engagement for material breach upon thirty (30) days written notice, provided such breach remains uncured. Upon termination, Client shall compensate VELOUR ESSENCE LLC for all services performed and approved expenses incurred up to the effective termination date.

For contractual inquiries, legal notices, or clarification of terms, please contact our team via our consultation portal or directly through our administrative office: