Terms of Service

These Terms of Service are a binding agreement between Debouillet Inc. (“Debouillet”, “we”) and the individual or entity that engages us or uses this site and its portal (“you”, “Client”). By submitting a build request, signing a brief, or accessing the portal, you accept these terms and confirm you have authority to bind the entity you represent.

Order of precedence, highest first: (a) a signed master services agreement or statement of work; (b) the approved written brief for the engagement; (c) these Terms. Consumer apps published by Debouillet or Social Sips Inc. are governed by their own terms and EULA, linked below.

You must be at least 18 and legally able to contract. The site and portal are business tools offered to businesses; they are not consumer services.

Every engagement starts with a written brief covering goals, in-scope features, explicit exclusions, phases, assumptions, dependencies, timeline and a price range. Work begins when you approve that brief in writing (email approval counts).

• —Anything not listed in the brief is out of scope. New requests are quoted as a written change order before we build them.
• —Timelines assume you provide access, content, approvals and decisions within five business days of a request; delays shift the schedule accordingly.
• —Estimates and AI-drafted briefs are good-faith projections, not fixed-fee guarantees, until countersigned.
• —We may use subcontractors and AI tooling, and remain responsible for the delivered work either way.

• —Projects are quoted as a fixed range in the approved brief. Unless the brief says otherwise, 50% is invoiced at kickoff and the balance on delivery.
• —Retainers and ongoing support are invoiced monthly in advance and are non-refundable for the month once started.
• —Invoices are due within 14 days. Late amounts accrue 1.5% per month (or the maximum permitted by law) and we may pause work after 15 days' written notice.
• —Third-party costs — hosting, app-store fees, model usage, domains, licences — are passed through at cost and are your responsibility unless the brief says otherwise.
• —Fees exclude sales, use, VAT and similar taxes, which you are responsible for except taxes on our income.
• —Except where required by law, fees are non-refundable once the corresponding work is performed.

• —Provide accurate information, timely feedback and a single decision-maker per engagement.
• —Own or hold the rights to any content, data, trademarks or code you give us, and confirm our use of it will not infringe third-party rights.
• —Do not send us production personal data, credentials or regulated data (PHI, cardholder data, government identifiers) unless the brief and a separate data agreement expressly cover it.
• —Keep portal credentials confidential and tell us immediately about suspected unauthorised access.
• —Comply with applicable law, export controls and sanctions, and hold any licences your product requires.

You agree not to:

• —Probe, scan, overload or circumvent the security of the site, portal, APIs or agent endpoints.
• —Scrape, resell or republish our content, briefs or portfolio material without written permission.
• —Upload malware, unlawful, infringing, defamatory or harassing content.
• —Use the platform to build or operate anything unlawful, or to develop a competing service using our confidential material.
• —Misrepresent your identity or use another party's account.

We may suspend or terminate access immediately for a material breach of this section, preserving our other remedies.

Client deliverables. On receipt of all amounts due, we assign to you all right, title and interest in the custom code, designs and assets created specifically for you under the brief.

Our background IP. We retain ownership of our pre-existing and independently developed tooling, frameworks, libraries, agent workflows and product components. We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and distribute that background IP solely as embedded in your deliverables.

Third-party and open-source components. Deliverables may include open-source components licensed under their own terms, which are disclosed on request and which govern that code.

Portfolio rights. Unless the brief says otherwise, we may name you as a client and show non-confidential screenshots of the work in our portfolio. Ask us in writing and we will keep the engagement private.

Feedback. Suggestions you give us about our own tooling may be used without restriction or obligation.

We use AI systems to draft briefs, generate concept sketches, write and review code, and summarise activity. All output is human-reviewed before delivery, and you own the delivered result on the same terms as the rest of your deliverables.

• —AI output can be inaccurate. Briefs, estimates, generated copy and generated imagery are drafts, not professional, legal, medical or financial advice.
• —Copyright in purely machine-generated material may be limited or unavailable in some jurisdictions; we assign whatever rights we hold and make no promise of registrability.
• —We do not permit our AI providers to train on your content, and we run engagements without AI assistance on written request.
• —You are responsible for reviewing and approving deliverables before they go to production.

Each side will protect the other's non-public business, technical and product information with at least reasonable care, use it only to perform the engagement, and share it only with staff, subcontractors and vendors who need it and are bound by similar obligations. These duties last three years after the engagement ends, and indefinitely for trade secrets.

The obligation does not apply to information that is public through no fault of the receiver, already known, independently developed, or required to be disclosed by law — with notice to the other side where lawfully permitted.

• —You have 10 business days after each delivery to test it and report defects in writing. Absent a report, the delivery is accepted.
• —We fix reported defects — deliverables that fail to conform materially to the approved brief — at no charge for 30 days after delivery.
• —Defect fixing does not cover new requirements, third-party outages, changes you or another vendor make to the code, or issues caused by unsupported use.
• —Ongoing maintenance, monitoring and SLAs are available only under a separate written support plan; without one, we provide no uptime commitment.

We warrant that we will perform in a professional and workmanlike manner consistent with industry standards, and that the deliverables will materially conform to the approved brief for 30 days after delivery. That is our only warranty.

Except as expressly stated, the site, portal and deliverables are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement and any warranty that operation will be uninterrupted, error-free or secure.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, goodwill or business interruption, even if advised of the possibility.

Our total aggregate liability arising out of or relating to an engagement is limited to the fees you actually paid us for that engagement in the 12 months before the event giving rise to the claim.

These limits do not apply to a party's indemnity obligations, breach of confidentiality, your payment obligations, or liability that cannot be limited by law (including fraud, wilful misconduct, death or personal injury caused by negligence).

You will defend and indemnify Debouillet against third-party claims arising from content, data or instructions you supply, your use or operation of the deliverables after delivery, or your breach of these terms or applicable law.

We will defend and indemnify you against third-party claims that the custom deliverables, as delivered and used as intended, infringe a US copyright, trademark or trade secret, excluding claims arising from your content, third-party or open-source components, modifications made by anyone other than us, or combinations we did not specify. The party seeking indemnity must give prompt notice, reasonable cooperation and control of the defence.

• —Either party may terminate an engagement for convenience on 15 days' written notice, or immediately for uncured material breach after 10 days' written notice.
• —On termination you pay for all work performed and non-cancellable costs incurred through the effective date, and we hand over the code produced to that point.
• —We may suspend portal access for non-payment, security risk or acceptable-use breach.
• —Sections on fees, IP, confidentiality, warranties, liability, indemnity and dispute resolution survive termination.

These terms are governed by the laws of the State of Texas, USA, without regard to conflict-of-law rules, and the UN Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, the parties will attempt in good faith to resolve a dispute through senior-level discussion for 30 days after written notice. Unresolved disputes are subject to the exclusive jurisdiction of the state and federal courts located in Texas, and each party consents to venue there. Either party may still seek injunctive relief for IP or confidentiality breaches in any competent court. Claims must be brought within one year of when they arose, to the extent permitted by law.

• —Independent contractors: nothing here creates a partnership, joint venture, employment or agency relationship.
• —Force majeure: neither party is liable for delays caused by events beyond reasonable control, excluding payment obligations.
• —Assignment: neither party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets.
• —Severability: if a provision is unenforceable, the rest stays in force and the provision is limited to the minimum extent necessary.
• —No waiver: failure to enforce a provision is not a waiver of it.
• —Entire agreement: these terms plus the signed agreement and approved brief are the entire agreement and supersede prior discussions.
• —Notices: written notice by email to the addresses on the engagement, effective on delivery.
• —Changes: we may update these terms and will post the new effective date here; material changes apply to active engagements 30 days after we notify you by email.

Contract and legal notices: legal@debouillet.com. New work and general enquiries: build@debouillet.com. Privacy requests: privacy@debouillet.com. Security reports: security@debouillet.com.