# duval-software/legal
Terms of Service
TL;DR from Lucas
Here's the deal. You hire us, we build your product, and when you pay us — it's yours. All of it. Every line of code, every component, every deployment script. We don't play games with IP ownership. Your project stays confidential for 3 years minimum, your data stays locked down, and we carry $1M in E&O insurance so you're protected if anything goes sideways. We give you a 30-day warranty on every deliverable. If either of us wants to walk, 30 days written notice and you only pay for what we shipped. No lawyer traps. This is how we operate at the warehouse.
— Lucas Wyman, CEO · Tech Consulting Florida LLC d/b/a Duval Software
// Quick start
$ npm install @duval/terms-of-service --agree
Agreement to Terms
By accessing or using the services provided by Tech Consulting Florida LLC d/b/a Duval Software ("Developer," "we," "us," or "our"), you agree to be bound by these Terms of Service. These terms reflect the key provisions of our Master Software Development Agreement. If you do not agree to these terms, please do not use our services.
Services & Scope
Duval Software provides custom software development, web application development, cloud architecture, and related technology consulting services. The specific scope, deliverables, and terms for each project are outlined in a Statement of Work (SOW).
> Change Orders
Any changes to scope, schedule, deliverables, or fees must be agreed upon in writing through a signed Change Order. No verbal or informal approvals authorize out-of-scope work.
Intellectual Property
> Work Made for Hire
Subject to full payment, all software, code, and deliverables created specifically for you are considered "Work Made for Hire" and become your sole property.
const intellectualProperty = {
clientOwns: "all custom deliverables",
transferOn: "full payment",
developerRetains: "pre-existing tools & frameworks",
clientLicense: "perpetual, non-exclusive, royalty-free"
};
// Developer retains pre-existing code, libraries, tools, and frameworks with a perpetual license granted to Client to operate the deliverables.
Payment Terms
const paymentConfig = {
phase1: "due upon SOW execution",
subsequentPhases: "net 15 days",
lateInterest: "1.5% per month",
suspensionAfter: "15 days past due",
workStartsWhen: "phase payment received"
};
// Suspension does not constitute breach. Timelines extend day-for-day during suspension.
Performance Warranty & Insurance
> You're covered
We carry $1,000,000 in Professional Liability (Errors & Omissions) insurance. If we fail to deliver due to our error, omission, or negligence, you're protected.
const warranty = {
curePeriod: "30 days to fix at no cost",
ifNotFixed: "terminate for cause",
insurance: "$1M E&O via The Hartford",
coverage: "breach of contract + failure to perform"
};
Acceptance & Warranty
10 business days to review and test each delivery against SOW acceptance criteria
No written notice within acceptance period = deemed accepted
Material defects remediated at no cost within 15 business days
30-day post-delivery warranty — bugs and defects fixed at no cost
// Warranty covers defects in workmanship and SOW conformance only. Does not cover feature requests, enhancements, third-party failures, or issues from client modifications.
Confidentiality
All non-public information and trade secrets are kept strictly confidential — business strategies, source code, pricing, client lists, product roadmaps, financial data
Reasonable standard of care — at least the same protection we give our own confidential info
Materials returned or destroyed upon request, with written certification
confidentiality.survives("3 years");
Limitation of Liability
Except for remedies and insurance coverage under Performance Warranty, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, or business interruption.
maxLiability = "total fees paid under applicable SOW";
Termination
const termination = {
forConvenience: "30 days written notice",
forCause: "immediate if breach uncured in 30 days",
clientPays: "all work completed to date"
};
Dispute Resolution
// resolution pipeline
1. negotiate("good faith", "30 days");
2. mediate("Duval County, FL", "split costs");
3. litigate("prevailing party recovers fees");
Governing Law & Venue
These terms are governed by the laws of the State of Florida. Exclusive venue for any legal action is the state or federal courts in Duval County, Florida.
General Provisions
Independent Contractor — Developer is not an employee, partner, agent, or joint venturer of Client
Force Majeure — neither party liable for delays beyond reasonable control (acts of God, pandemics, outages). Either party may terminate if event exceeds 60 days
Marketing Rights — we may reference your project in our portfolio only with your prior written consent
Amendments — this agreement may only be modified in writing signed by both parties
Severability — if any provision is held invalid, the rest remains in full force
Entire Agreement — this agreement, with all SOWs and Change Orders, supersedes all prior communications
Contact
Questions about these terms? Open a ticket:
$ curl Support@DuvalSoftware.com
© 2026 Tech Consulting Florida LLC d/b/a Duval Software. All rights reserved.