Terms of Service

1. Parties

These Terms of Service (“Terms”) constitute a binding agreement between the client (“you”, “Client”) and Purple Engineering LTDA., a company registered in Brazil (“we”, “us”, “Provider”), operating under the trade name “Nifemi” at services.thenifemi.com.

2. Scope of Services

We provide software engineering services including, but not limited to, web application development, mobile application development, API and backend systems, codebase audits, and ongoing engineering retainers. The specific scope, deliverables, timeline, and price for each engagement are defined in a separate Statement of Work (“SOW”) or project proposal agreed upon by both parties before work commences.

3. Proposals and Acceptance

All project proposals are valid for 30 days from the date of issue unless otherwise stated. A project begins when the Client provides written acceptance of the proposal (email is sufficient) and the first installment has been received. Verbal agreements are not binding.

4. Payment

Payment terms are specified in the applicable SOW or proposal. Unless otherwise agreed, the standard payment structure for a 3-month engagement is:

• First installment (1/3 of total) due before work begins.
• Second installment (1/3 of total) due at the start of month 2.
• Third installment (1/3 of total) due at the start of month 3.

Invoices are due within 7 days of issue. Late payments may result in work being paused until the outstanding balance is settled. We reserve the right to charge interest of 1% per month on overdue amounts. The Provider is not responsible for any project delays caused by late payments.

5. Client Responsibilities

The Client agrees to cooperate in good faith and provide, in a timely manner, all materials, feedback, approvals, access credentials, and information reasonably necessary for the Provider to perform the services. This includes but is not limited to:

• Responding to requests for feedback or approval within 5 business days.
• Providing access to accounts, APIs, hosting environments, and any third-party services required for the project.
• Designating a single point of contact authorized to make decisions on behalf of the Client.
• Providing content, brand assets, and any other materials specified in the SOW.

Delays caused by the Client's failure to meet these obligations do not constitute grounds for extending the project timeline at no cost. If Client delays exceed 10 business days cumulatively, the Provider may adjust the timeline and, if necessary, the project fee to account for the disruption. Such adjustments will be communicated in writing.

6. Scope Changes

The scope of work is defined in the SOW and is considered final once accepted. Any requests for additional features, functionality, or changes beyond the original scope (“Change Requests”) must be submitted in writing.

The Provider will assess each Change Request and provide a written estimate of the impact on timeline and cost. Change Requests are not binding until both parties agree in writing to the revised scope, timeline, and fee. The Provider is not obligated to begin work on any Change Request until agreement is reached.

Minor adjustments (e.g., copy changes, color tweaks) that do not materially affect the project scope are accommodated within reason at no additional charge.

7. Intellectual Property

Upon receipt of final payment in full, all intellectual property rights in the deliverables created specifically for the Client are transferred to the Client. This includes source code, designs, and documentation produced under the SOW.

The Provider retains the right to use general-purpose tools, libraries, frameworks, and methodologies developed independently or prior to the engagement. The Provider also retains the right to reference the project (name, general description, and non-confidential details) in portfolio materials and case studies unless otherwise agreed in writing.

8. Refunds and Completed Milestones

Payments for completed and approved milestones are non-refundable. A milestone is considered completed when the associated deliverables have been presented to the Client and the Client has provided written approval, or 7 business days have elapsed from presentation without written objection.

The first installment is non-refundable and covers discovery, planning, and project setup. If the Client cancels before any milestone is completed, any amount paid beyond the first installment will be refunded minus the cost of work already performed, calculated at a rate of $150 USD per hour.

9. Termination

Either party may terminate the engagement by providing 30 days written notice (email is sufficient). Upon termination:

• The Client pays for all work completed up to the termination date.
• The Provider delivers all completed work and work-in-progress to the Client.
• IP rights transfer for paid-for deliverables as described in Section 7.
• Any pre-paid amounts for undelivered milestones are refunded within 30 days.

10. Warranties and Disclaimer

The Provider warrants that all work will be performed with reasonable skill and care consistent with generally accepted industry standards. The Provider will correct any defects in deliverables reported within 30 days of milestone approval at no additional cost.

Beyond this, all services are provided “as is”. The Provider makes no warranties, express or implied, regarding the fitness of deliverables for a particular business purpose, commercial success, revenue generation, or any other outcome. Software development involves inherent risks, and the Client acknowledges that results depend on many factors beyond the Provider's control.

11. Limitation of Liability

To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or the theory of liability.

The Provider's total cumulative liability for any and all claims arising from or relating to the engagement shall not exceed the total fees actually paid by the Client to the Provider under the applicable SOW.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Provider from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Content, data, or materials provided by the Client for use in the project.
• The Client's use of the deliverables in a manner not contemplated by the SOW.
• Any third-party claims related to the Client's business, products, or services.
• The Client's violation of any applicable laws or regulations.

13. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This includes business plans, technical specifications, user data, pricing, and any information explicitly marked as confidential. This obligation survives termination of the engagement for a period of 2 years.

14. Non-Solicitation

During the term of the engagement and for a period of 12 months following its completion or termination, the Client agrees not to directly solicit, recruit, or hire any subcontractors or team members engaged by the Provider on the Client's project, without the Provider's prior written consent.

This clause does not apply to individuals who respond to general public job postings not specifically targeted at the Provider's team.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms if such delay or failure results from circumstances beyond the party's reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, internet or infrastructure outages, or utility failures.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the engagement with no further liability beyond payment for work already completed.

16. Communication and Availability

The Provider is based in Brazil (GMT-3) and is generally available Monday through Friday during business hours, with overlap across US and European time zones. Response times for non-urgent communication are within 1 business day. The Provider is not available for on-call or emergency support unless explicitly agreed in the SOW.

17. Third-Party Services

Projects may involve third-party services, APIs, hosting providers, or open-source software. The Provider is not responsible for outages, changes, deprecations, or failures of third-party services. The Client is responsible for maintaining their own accounts and subscriptions for any third-party services used in the project.

18. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Federative Republic of Brazil. Any disputes arising from these Terms or any engagement shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to the courts of the State of São Paulo, Brazil, which shall have exclusive jurisdiction.

19. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with an updated “Last updated” date. Existing engagements continue under the Terms in effect at the time the SOW was signed. New engagements are subject to the current version of these Terms.

20. Contact

Questions about these Terms? Email hello@thenifemi.com.