Terms of Service

1. Agreement to Terms

By accessing or using the Ephirium website (ephirium.com) and services, you agree to be bound by these Terms of Service and our Privacy Policy. If you disagree with any part of these terms, you must discontinue use of our website and services immediately. These terms constitute a legally binding agreement between you and Ephirium.

2. Services Description

Ephirium provides custom software development services, including but not limited to web development, cloud integration, cybersecurity consulting, UI/UX design, mobile application development, and digital product design. The specific scope, deliverables, timeline, and pricing of services will be defined in individual project agreements ("Statements of Work") which supplement these terms.

3. Intellectual Property

Unless otherwise specified in a project agreement: (a) all intellectual property rights for custom work produced by Ephirium shall be transferred to the client upon full and final payment; (b) pre-existing intellectual property, open-source components, frameworks, and tools used in development remain the property of their respective owners and are licensed, not assigned; (c) Ephirium retains the right to use general knowledge, techniques, and experience gained during a project for future work, provided no confidential information is disclosed; (d) the client grants Ephirium a limited right to showcase the project in its portfolio unless explicitly prohibited in writing before project delivery.

4. Payment Terms

Payment terms are specified in individual project proposals and Statements of Work. Standard terms include: an initial deposit of 30–50% before work begins, milestone payments upon delivery of agreed deliverables, and final payment upon project completion and acceptance. All invoices are issued in United States Dollars (USD) unless otherwise agreed in the project proposal; alternative currencies may be accepted by prior written agreement. Prices do not include applicable taxes, duties, or withholdings, which are the client's responsibility. Invoices are due within 15 days of issuance unless otherwise agreed. Late payments beyond 15 days may incur interest at 1.5% per month on the outstanding balance. Ephirium reserves the right to suspend work if payments are overdue by more than 30 days.

5. Client Responsibilities

Clients are responsible for: providing accurate and complete information necessary for the project; delivering timely feedback within agreed review periods; providing necessary access credentials, content, and assets required for project completion; ensuring they have the legal right to use any content or materials provided to Ephirium; and maintaining backups of their own data. Delays caused by client non-responsiveness exceeding 5 business days may result in revised timelines and additional costs, which will be communicated in writing.

6. Confidentiality

Both parties agree to maintain strict confidentiality of proprietary information exchanged during the project, including but not limited to: business strategies, technical specifications, source code, credentials, financial information, and any information marked as confidential. This obligation survives termination of the agreement for a period of 3 years. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

7. Warranties and Service Quality

Ephirium is committed to delivering all services in a professional and competent manner, consistent with software development industry standards. Each delivered milestone includes a 30-day warranty period during which we will fix any defects at no additional cost. Additionally, we work with code review and quality assurance processes to ensure the robustness of our deliverables. Once the warranty period ends, additional maintenance or support services may be agreed upon separately. No software is entirely free of minor adjustments after deployment; therefore, we offer ongoing support plans to accompany our clients after delivery.

8. Limitation of Liability

Ephirium's total liability for any project is limited to the amount the client has actually paid for that specific project. We are not responsible for indirect damages such as lost profits, lost data, missed business opportunities, or reputational harm arising from the use of our services. These limits apply regardless of the legal theory under which a claim is made. However, nothing in these terms limits our liability for fraud, gross negligence, or any liability that cannot be excluded under applicable law.

9. Indemnification

The client agrees to indemnify, defend, and hold harmless Ephirium, its officers, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) the client's breach of these terms; (b) the client's use of deliverables in violation of applicable law; (c) any content, materials, or data provided by the client that infringes on third-party rights; or (d) the client's negligent or wrongful acts. Ephirium agrees to indemnify the client against claims that Ephirium's original work infringes on third-party intellectual property rights, provided Ephirium is promptly notified and given control of the defense.

10. Force Majeure

Neither party shall be liable for delays or failure to perform obligations due to causes beyond their reasonable control, including but not limited to: natural disasters, pandemics, government actions, war, terrorism, labor disputes, internet or infrastructure failures, power outages, cyberattacks, or third-party service outages. The affected party must notify the other party in writing within 5 business days and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected project agreement without penalty.

11. Termination

Either party may terminate a project agreement with 15 days' written notice via email. Upon termination: (a) the client shall pay for all work completed and expenses incurred up to the termination date; (b) Ephirium shall deliver all completed work and work-in-progress; (c) work-in-progress that does not constitute a complete milestone will be valued proportionally based on the estimated percentage of completion, as documented by Ephirium at the time of termination; (d) each party shall return or destroy confidential information of the other party; and (e) provisions regarding confidentiality, intellectual property (for paid work), limitation of liability, and indemnification shall survive termination. The applicable refund conditions are detailed in Section 15.

12. Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of El Salvador, without regard to its conflict of law provisions. Ephirium is committed to respecting the data protection and consumer protection regulations applicable in the client's jurisdiction. Nothing in these terms limits your statutory rights under your local applicable law.

13. Dispute Resolution

In the event of a dispute arising from or relating to these terms or our services, the parties agree to the following resolution process: (1) Good-faith negotiation between the parties for a period of 30 days; (2) If unresolved, non-binding mediation conducted by a mutually agreed mediator, with mediation costs shared equally between both parties; (3) If mediation fails, binding arbitration administered under the rules of a mutually agreed international arbitration institution, with the seat of arbitration in San Salvador, El Salvador. The language of arbitration shall be English or Spanish, as agreed by the parties. Each party bears its own legal costs unless the arbitrator decides otherwise. Notwithstanding the above, either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes to Terms

We reserve the right to modify these terms at any time. Material changes will be communicated via email to active clients and by posting a notice on our website at least 15 days before they take effect. Non-material changes become effective immediately upon posting. Your continued use of our services after the effective date constitutes acceptance of the modified terms. If you disagree with any changes, you must discontinue use of our services and notify us in writing.

15. Cancellation and Refund Policy

The following cancellation and refund terms apply to all project agreements: (a) If cancellation occurs before work begins, the initial deposit will be refunded in full within 30 business days; (b) Once work has commenced, the initial deposit is non-refundable as it covers project setup, planning, and initial development efforts; (c) For cancellations after work begins, the client will be invoiced for all completed work and documented work-in-progress, with any overpayment refunded within 30 business days; (d) If Ephirium cancels the project without cause, the client will receive a full refund of all payments made minus the fair value of work already delivered; (e) Refunds are processed via the same payment method used for the original transaction, unless otherwise agreed in writing.

16. Client Data and Credentials

During the course of a project, the client may provide Ephirium with access credentials, API keys, hosting accounts, databases, and other sensitive assets. Ephirium commits to the following: (a) All credentials are stored securely using encryption and accessed only by authorized team members directly involved in the project; (b) Access credentials are used solely for the purpose of delivering the contracted services; (c) Upon project completion or termination, Ephirium will, within 15 business days: revoke its access to all client systems, delete or return all client credentials and sensitive data, and provide written confirmation of these actions; (d) If the client requests, Ephirium will provide a full export of all project-related data, source code, and documentation in standard formats; (e) Ephirium will not retain copies of client credentials or production data beyond the project conclusion unless explicitly authorized in writing by the client.

17. Contact Information

For questions about these Terms of Service, please contact us at:

• Email: legal@ephirium.com
• Quote form: Contact form