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Terms of Service

Effective Date: March 28, 2026 | Last Updated: March 28, 2026

1. Agreement and Scope

These Terms of Service ("Terms") govern the relationship between PlugDig ("Company," "we," "our," "us") and you ("Client," "you," "your") regarding the provision of software development, consulting, integration, and digital transformation services.

By accessing our website, requesting services, or engaging with PlugDig, you agree to be bound by these Terms. If you do not agree, you may not use our services.

2. Services Description

PlugDig provides:

  • Custom software development and application design
  • Enterprise systems integration
  • Cloud computing and infrastructure solutions
  • AI and machine learning implementation
  • Process automation and digital transformation
  • Data analytics and business intelligence
  • Technical consulting and architecture design

Specific services, deliverables, timelines, and costs will be detailed in individual project proposals and contracts.

3. Engagement Process

3.1 Proposals and Quotes

  • Initial consultations are typically free and non-binding
  • Written proposals outline scope, timeline, cost, and deliverables
  • Proposals are valid for 30 days unless stated otherwise
  • Acceptance requires written signature or formal agreement

3.2 Project Commencement

  • Projects begin upon signed agreement and deposit receipt (if applicable)
  • PlugDig will provide a dedicated project manager and regular status updates
  • Client is responsible for providing necessary information, access, and decision-making

3.3 Project Timeline

  • Timelines are estimates and may be adjusted based on scope changes or client delays
  • Force majeure events (natural disasters, pandemics) may affect timelines
  • PlugDig will notify Client of material delays promptly

4. Payment Terms

4.1 Invoicing and Payment

  • PlugDig invoices according to the agreement (time-and-materials, fixed-price, or retainer)
  • Invoices are due within 30 days of receipt unless otherwise specified
  • Late payments may accrue interest at 1.5% per month or the maximum legal rate
  • Accepted payment methods: Wire transfer, credit card, check (business checks only)

4.2 Change Orders

  • Scope changes require written change orders before work begins
  • Additional services outside the agreed scope may incur additional fees
  • PlugDig is not obligated to begin extra work until change order is signed

4.3 Refund Policy

  • Non-refundable deposits are due at project commencement
  • Refunds for cancellations are limited to work not yet completed
  • Early project termination may incur wind-down fees

5. Intellectual Property Rights

5.1 Work Product Ownership

  • Custom code, designs, and deliverables created specifically for Client become Client property upon final payment
  • Pre-existing PlugDig tools, frameworks, and methodologies remain PlugDig property
  • Third-party libraries and open-source components remain subject to their respective licenses

5.2 License Grant

  • Client receives a license to use deliverables for the intended business purposes
  • Client may not reverse-engineer, decompile, or modify deliverables without written consent
  • PlugDig retains the right to use generalized experience and methodologies in future projects

5.3 Third-Party Components

  • PlugDig will disclose all open-source and third-party components used
  • Client is responsible for complying with respective license terms
  • PlugDig provides no warranty for third-party components beyond PlugDig's modifications

6. Confidentiality and Non-Disclosure

6.1 Confidential Information

  • Both parties agree to maintain confidentiality of proprietary business information
  • This includes project details, technical specifications, and business processes
  • Confidentiality obligations survive termination by 3 years

6.2 NDA Execution

  • Client may require execution of a formal NDA before discussing sensitive details
  • PlugDig will execute reasonable NDAs (generally reviewing within 5 business days)

6.3 Exceptions

  • Information required by law, court order, or government agencies
  • Information independently known or developed by the other party
  • Information already in public domain

7. Warranties and Disclaimers

7.1 Service Warranty

  • PlugDig warrants services will be provided in a professional, workmanlike manner
  • PlugDig does not guarantee specific business results or outcomes
  • Technology implementation success depends on multiple factors beyond PlugDig's control

7.2 Limitation of Liability

  • PlugDig's total liability is limited to the amount paid for services in the 12 months preceding the claim
  • PlugDig is not liable for: lost profits, loss of data, business interruption, indirect damages
  • This limitation applies even if PlugDig has been advised of the possibility of such damages

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED, PLUGDIG PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES.

  • No warranty of merchantability or fitness for a particular purpose
  • No warranty that services will be uninterrupted or error-free
  • PlugDig does not warrant third-party integrations or external systems

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • PlugDig's total liability shall not exceed the fees paid in the 12 months preceding the claim
  • Neither party shall be liable for: indirect, incidental, consequential, special, or punitive damages
  • This includes: lost profits, loss of data, business interruption, reputational harm

9. Indemnification

9.1 Client Indemnifies PlugDig

Client agrees to indemnify PlugDig against claims arising from:

  • Client's use of deliverables outside the agreed scope
  • Client's modifications to deliverables without PlugDig approval
  • Client's violation of third-party intellectual property rights
  • Client's use of PlugDig services in violation of applicable law

9.2 PlugDig Indemnifies Client

PlugDig agrees to indemnify Client against claims that PlugDig-created deliverables infringe third-party IP rights (excluding Client-provided materials or modifications).

10. Term and Termination

10.1 Project-Based Engagement

  • Terms begin upon project commencement and end upon project completion
  • Either party may terminate with written notice if the other materially breaches and does not cure within 15 days

10.2 Retainer Arrangements

  • Retainers renew monthly unless terminated by either party with 30 days' written notice
  • Unused retainer time does not roll over and is forfeited

10.3 Effects of Termination

  • Client remains liable for all work completed through termination date
  • Confidentiality and IP provisions survive termination
  • PlugDig will transition materials and provide final documentation within 5 business days

11. Data Security and Compliance

11.1 Security Measures

  • PlugDig implements industry-standard security practices for data protection
  • PlugDig complies with GDPR, CCPA, and other applicable data protection regulations
  • PlugDig maintains SOC 2 Type II standards (or equivalent) for sensitive engagements

11.2 Client Responsibilities

  • Client is responsible for providing secure credentials and access management
  • Client must maintain backup copies of all important data
  • Client is responsible for compliance with their own regulatory requirements

12. Support and Maintenance

  • Support terms (if any) are specified in individual service agreements
  • Post-deployment support is available at additional cost or through retainer
  • PlugDig is not obligated to provide perpetual free support

13. Governing Law and Dispute Resolution

13.1 Jurisdiction

These Terms are governed by the laws of the United States, State of Delaware, without regard to conflict of law principles.

13.2 Dispute Resolution

  • Both parties agree to attempt resolution through good faith negotiation first
  • If unresolved, disputes shall be resolved through binding arbitration under JAMS rules
  • Arbitration shall take place in Delaware or remotely as agreed
  • Prevailing party may recover reasonable attorneys' fees and costs

14. Entire Agreement

These Terms, along with individual project agreements and proposals, constitute the entire agreement between the parties. Previous communications, understandings, or agreements are superseded. No modification is valid unless in writing and signed by both parties.

15. Severability

If any provision is found unenforceable, it shall be reformed to the minimum extent necessary, and remaining provisions shall remain in full force.

16. Waiver

Failure to enforce any right does not constitute waiver of that right. Waiver of any breach does not constitute waiver of subsequent breaches.

17. Contact Information

For questions about these Terms:

  • Email: wellington@plugdig.com.br
  • Subject: "Terms of Service Question"
  • Response Time: Within 5 business days

Last Updated: March 28, 2026
Next Review: March 28, 2027