Terms of Use

These Terms of Use (“Terms”) establish the legally binding contract between you (whether individually or on behalf of an entity you represent) and DavinLabs (Pvt) Ltd (“DavinLabs”, “we”, “us”, or “our”), governing your access to and use of our website (https://www.davinlabs.com), client repositories, technical deliverables, and associated software engineering services.

By accessing our website or engaging DavinLabs for commercial services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use immediately.

1. About DavinLabs & Corporate Capacity

DavinLabs (Pvt) Ltd is a private limited liability software development company incorporated under the Companies Act No. 7 of 2007 of Sri Lanka (Company Registration No. PV00368844). We specialize in full-stack web and mobile application engineering, cloud infrastructure architecture, digital product strategy, and growth marketing infrastructure.

2. Permitted Use of Website & Digital Materials

You may access and view our public website for informational and prospective engagement purposes. In doing so, you agree not to:

• Decompile, reverse engineer, disassemble, or extract underlying source code or data models from our site assets without written authorization.
• Utilize automated crawlers, bots, or scrapers that place unreasonable request loads on our edge networks or bypass protective firewalls.
• Attempt to compromise the security, integrity, or availability of our systems, forms, databases, or API endpoints.
• Misrepresent your identity or submit false, fraudulent, or malicious project inquiries.

3. Professional Services Engagements & Statements of Work

All professional client engagements—including our Fixed Project model, Growth Partnerships, and Elastic Tech Team retainers—are governed by an executed Statement of Work (SOW), master services contract, or formal written proposal that specifies:

• Scope of engineering deliverables, milestones, and sprint cadences.
• Fee structures, hourly or sprint rates, and scheduled payment disbursements.
• Acceptance testing criteria and milestone verification procedures.

In the event of any direct conflict between these general Terms of Use and the express terms of a signed Statement of Work, the provisions of the signed SOW shall take precedence for that specific project.

4. Intellectual Property Rights & Code Ownership

Ownership of intellectual property generated during client engagements is allocated as follows:

• Custom Client Deliverables: Upon receipt of full and complete payment of all agreed milestone fees, DavinLabs assigns to the client all right, title, and interest (including copyright) in the bespoke source code, database architectures, graphics, and technical assets developed uniquely for the client under the applicable SOW.
• Pre-Existing IP & Developer Tooling: DavinLabs retains all rights in pre-existing libraries, internal developer CLI tools, design patterns, utility modules, and reusable software components (“DavinLabs Background IP”). To the extent such components are integrated into client deliverables, DavinLabs grants the client a perpetual, worldwide, irrevocable, royalty-free, non-exclusive license to use, maintain, and execute such Background IP as part of the software.
• Open Source Dependencies: Deliverables may incorporate third-party open-source libraries governed by standard open-source licenses (such as MIT, Apache 2.0, or BSD). Ownership of such third-party code remains with their respective licensors.

5. Payment Terms, Retainers & Milestone Billings

Unless explicitly stated otherwise in a signed Statement of Work:

• Invoices are denominated in United States Dollars (USD) or other mutually agreed currencies (such as AUD, EUR, GBP, or LKR).
• Payment terms are net 14 days from date of invoice delivery.
• For fixed milestone projects, development sprints commence upon receipt of the initial commitment deposit. Work on subsequent milestones proceeds upon sign-off and payment of preceding phases.
• Late payments exceeding 14 calendar days past due may result in temporary suspension of active engineering sprints, staging environments, and scheduled deployments until the account is brought current.

6. Client Responsibilities & Dependencies

High-velocity software engineering requires collaboration. Clients agree to:

• Provide timely technical specifications, brand assets, and product feedback during sprint reviews.
• Furnish necessary access to third-party accounts, APIs, staging servers, DNS registries, or cloud tenancies required for integration.
• Warrant that all materials, content, copy, and trademarks supplied to DavinLabs are legally owned by or licensed to the client and do not infringe any third-party rights.

7. Confidentiality & Non-Disclosure

Each party agrees to hold the other party’s Confidential Information in strict confidence. “Confidential Information” includes proprietary business logic, financial projections, customer data, source code, product roadmaps, and trade secrets disclosed during commercial discussions or project execution.

Confidential Information shall not be disclosed to any third party without prior written consent, except to employees, contractors, and legal/financial advisors bound by equivalent confidentiality obligations.

8. Warranty & Post-Launch Bug Resolution

DavinLabs warrants that all bespoke software deliverables will be built in a professional, workmanlike manner conforming to prevailing industry software standards and agreed functional specifications:

• 30-Day Defect Warranty: Unless an ongoing maintenance SLA is active, bespoke project deliverables include a 30-day warranty starting on production deployment, during which DavinLabs will promptly fix verified reproducible functional defects at no additional charge.
• Exclusions: This warranty does not cover defects caused by client modifications to code, third-party API breaking changes, cloud infrastructure outages, or browser updates introduced after project sign-off.

9. Third-Party Integrations, APIs & Hosting Services

Our custom applications frequently interface with third-party platforms (e.g. Stripe, AWS, Google Cloud, Meta APIs, Twilio, OpenAI). DavinLabs is not liable for service interruptions, fee adjustments, rate limits, deprecations, or policy changes imposed by independent third-party vendors.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for indirect, incidental, punitive, special, or consequential damages (including loss of profits, revenue, data, or anticipated savings), even if advised of the possibility of such damages.
• DavinLabs’ aggregate cumulative liability arising out of or related to any project engagement or these Terms shall not exceed the total fees actually paid by the client to DavinLabs under the applicable Statement of Work in the twelve (12) months preceding the incident giving rise to liability.

11. Term, Termination & Suspension

Either party may terminate a project engagement:

• For material breach if the breaching party fails to cure the breach within thirty (30) days of receiving written notice.
• For convenience, in accordance with the notice period specified in the applicable Statement of Work (typically 30 days written notice).

Upon termination, the client shall pay for all completed milestones, work in progress, and approved non-cancellable expenses incurred up to the effective termination date. Upon receipt of such payment, DavinLabs will deliver all corresponding work in progress.

12. Governing Law & Dispute Resolution

These Terms and any project engagements entered into hereunder shall be governed by and construed in accordance with the substantive laws of the Democratic Socialist Republic of Sri Lanka, without regard to conflicts of law principles.

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to first seek an amicable commercial resolution through executive consultation. If unresolved within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the competent courts in Colombo, Sri Lanka.

13. Amendments to Terms of Use

DavinLabs reserves the right to amend these Terms of Use periodically to reflect changes in our legal obligations, business practices, or service offerings. Revisions will be published on our website with the updated “Last Updated” date. Continued use of our website or services following revisions constitutes your acceptance of the updated terms.

14. Corporate Notices & Legal Desk

Formal legal notices, contractual inquiries, or questions regarding these Terms should be directed to our corporate legal desk: