Terms and Conditions
Last updated: May 30, 2026
1. Acceptance of Terms
These Terms and Conditions ("Terms") govern the relationship between HoriznFlow ("Company," "we," "us," or "our") and any individual or legal entity ("Client," "you," or "your") that accesses our website or engages our services. By scheduling a consultation, accepting a proposal, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, please do not use our services.
2. Services Provided
HoriznFlow provides technology consulting and software development services, including but not limited to: custom software development, artificial intelligence integration, digital transformation consulting, web and mobile development, systems auditing, staff augmentation, and technology advisory. The specific scope of work, deliverables, timeline, and pricing for each engagement are defined exclusively in a written Proposal or Statement of Work ("SOW") agreed upon by both parties in writing before work commences.
3. Proposals and Scope of Work
All services are delivered based on a written Proposal or SOW accepted by the Client. Any work requested beyond the agreed scope constitutes a change and requires a written Change Order signed by both parties, which may result in revisions to the project timeline and fees. HoriznFlow is not obligated to perform out-of-scope work without an approved Change Order. Verbal agreements regarding scope modifications are not binding on HoriznFlow under any circumstances.
4. Payment Terms
Unless otherwise specified in the applicable SOW: (a) projects require a non-refundable deposit of 50% of the total project fee prior to commencement of work; (b) the remaining balance is invoiced upon delivery or according to the milestone schedule defined in the SOW; (c) invoices are due within 15 calendar days of the invoice date; (d) overdue payments accrue interest at 1.5% per month from the due date; (e) HoriznFlow reserves the right to suspend all work on any engagement with an outstanding overdue balance until payment is received in full. All fees are exclusive of applicable taxes, duties, or levies, which are the Client's sole responsibility.
5. Intellectual Property
Upon receipt of full payment for the applicable engagement, HoriznFlow assigns to the Client all intellectual property rights in the custom deliverables created specifically for that engagement. HoriznFlow retains full ownership of all pre-existing intellectual property, including internal tools, reusable components, frameworks, libraries, processes, methodologies, and general-purpose code developed independently of the engagement. Any third-party software, open-source libraries, or external services incorporated into deliverables remain subject to their respective licenses, and the Client is responsible for compliance with those licenses.
6. Confidentiality
Each party agrees to hold in strict confidence any non-public, proprietary, or sensitive information disclosed by the other party in connection with an engagement ("Confidential Information"), and to use such information solely for the purpose of fulfilling obligations under the applicable SOW. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that prompt written notice is given to the disclosing party. Confidentiality obligations survive the termination of any engagement for a period of two (2) years.
7. Client Obligations
The Client agrees to: (a) provide HoriznFlow with timely access to information, systems, personnel, credentials, and feedback reasonably required to perform the agreed services; (b) ensure that all information and materials provided are accurate, complete, and do not infringe upon any third-party rights; (c) designate a single point of contact with the authority to make decisions on behalf of the Client without undue delay; (d) review and approve deliverables within the review periods defined in the SOW. Delays or additional costs arising from the Client's failure to meet these obligations are not attributable to HoriznFlow, and the project timeline may be adjusted accordingly at HoriznFlow's sole discretion.
8. Third-Party Services
HoriznFlow may recommend or integrate third-party software platforms, APIs, cloud services, or other tools as part of an engagement. HoriznFlow makes no warranties regarding the performance, availability, security, or suitability of any third-party service, and expressly disclaims any liability for issues, outages, pricing changes, feature discontinuation, or policy modifications made by third-party providers. The Client is solely responsible for obtaining and maintaining any licenses, subscriptions, or agreements required for the use of third-party services, unless explicitly stated otherwise in writing.
9. Warranties and Disclaimers
HoriznFlow warrants that its services will be performed by qualified professionals exercising reasonable care and skill consistent with prevailing industry standards. Except as expressly stated in these Terms or the applicable SOW, all services and deliverables are provided "as is" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. HoriznFlow does not warrant that deliverables will be entirely free of defects, or that they will meet performance benchmarks not explicitly defined and accepted in the SOW.
10. Limitation of Liability
To the fullest extent permitted by applicable law, HoriznFlow's total aggregate liability to the Client arising from or related to any engagement shall not exceed the total fees paid by the Client to HoriznFlow during the three (3) months immediately preceding the event giving rise to the claim. In no event shall HoriznFlow be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or reputational harm, even if HoriznFlow has been advised of the possibility of such damages. These limitations apply regardless of the legal theory — whether in contract, tort, negligence, strict liability, or otherwise — on which the claim is based.
11. Termination
Either party may terminate an engagement by providing fifteen (15) calendar days' written notice to the other party. Upon termination: (a) the Client shall pay HoriznFlow for all work performed and reasonable expenses incurred up to the effective date of termination; (b) HoriznFlow shall deliver to the Client all completed deliverables for which full payment has been received; (c) any deposit paid is non-refundable if the Client terminates without cause after work has commenced. HoriznFlow may terminate an engagement immediately and without prior notice upon the Client's material breach of these Terms, including but not limited to non-payment of invoices past their due date.
12. Force Majeure
Neither party shall be held liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, cyberattacks, government-imposed restrictions, labor disputes, or disruptions to internet or infrastructure services. The affected party shall notify the other party promptly in writing and shall make commercially reasonable efforts to resume performance as soon as practicable.
13. Governing Law and Dispute Resolution
These Terms and any engagement-specific agreements shall be interpreted in accordance with generally accepted international commercial law principles. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation within thirty (30) calendar days of one party providing written notice of the dispute. If negotiation does not resolve the matter, disputes shall be submitted to binding arbitration under internationally recognized arbitration rules agreed upon by both parties. The language of any arbitration proceeding shall be that specified in the applicable SOW, or English if not otherwise specified.
14. Amendments
HoriznFlow reserves the right to update or modify these Terms at any time. Revised Terms will be published on our website with an updated effective date. Continued use of our services or website following the publication of changes constitutes acceptance of the revised Terms. For ongoing engagements, any material amendments to these Terms will be communicated in writing and will not take effect with respect to that engagement until acknowledged in writing by both parties.
15. Contact
For any questions, concerns, or notices relating to these Terms and Conditions, please contact us at team@horiznflow.com. We aim to respond to all legal inquiries within five (5) business days.