Terms & Conditions

1. Company Information

Citivel is operated by BARSTOKE, INC., a Delaware corporation, EIN 36-4919344. Our mailing address is N. Broad Street, Suite 206, Middletown, Delaware 19709, United States. You may contact us at info@citivel.pro.

2. Acceptance of These Terms

By using this website, requesting a proposal, signing or accepting a proposal or Statement of Work ("SOW"), paying an invoice, or otherwise engaging Citivel to provide services, you agree to these Terms. If you are acting for a company or other organization, you represent that you have authority to bind that organization.

A signed or accepted proposal, SOW, master services agreement, or other written project agreement may contain additional or different terms. If there is a conflict, the project-specific written agreement controls for that project.

3. Our Services

Citivel provides custom technology services. Depending on the project, these may include software architecture, web and mobile application development, backend and API development, integrations, cloud and infrastructure work, technical consulting, product engineering, testing, deployment, maintenance, and support.

Our services are generally customized to each client. Unless expressly stated otherwise, services displayed on this website are descriptions of capabilities and are not fixed-price products that can be purchased automatically without scoping and acceptance of project terms.

4. How a Client Engages Citivel

A typical engagement works as follows:

1. The client contacts Citivel through the website, email, referral, or another agreed channel.
2. We discuss the project goals, technical requirements, expected scope, timing, and constraints.
3. Citivel may prepare a proposal, estimate, SOW, or other written project description setting out the expected services, deliverables, fees, payment schedule, milestones, and assumptions.
4. The client accepts the project by signing or otherwise approving the applicable proposal or SOW, or by making a payment where the proposal states that payment constitutes acceptance.
5. Work begins according to the agreed schedule and any required initial payment, access, information, or materials have been received.

No project is binding solely because a client requested information or received an informal estimate. Citivel may decline a project before a written engagement is accepted.

5. Proposals, Estimates, Fees, and Payment

Pricing may be fixed-fee, milestone-based, hourly, retainer-based, or another model described in the applicable proposal or SOW. Estimates are based on the information and assumptions available at the time and are not guarantees unless expressly identified as a fixed fee.

Payment amounts, due dates, deposits, accepted payment methods, reimbursable expenses, and any late payment terms will be stated in the applicable project agreement or invoice. The client is responsible for applicable taxes, duties, or governmental charges other than taxes imposed on Citivel's net income.

Citivel may pause work or withhold delivery when undisputed invoices are overdue, after providing reasonable notice to the client.

6. Client Responsibilities

The client agrees to provide, as reasonably required for the project:

• accurate project information, requirements, decisions, and feedback;
• timely access to systems, accounts, APIs, credentials, personnel, and environments;
• content, data, trademarks, designs, and other client-supplied materials the client has the right to use;
• timely review and approval of deliverables and project decisions; and
• compliance with laws and third-party terms applicable to the client's business and use of the deliverables.

Delays, rework, or additional effort caused by missing information, delayed approvals, changed requirements, or unavailable third-party systems may affect the schedule and cost.

7. Changes to Scope

Custom software projects may evolve. Requests that materially change the agreed scope, assumptions, integrations, features, design, infrastructure, or delivery schedule may require a revised estimate, change order, or new SOW. Citivel is not required to perform out-of-scope work until the parties agree on the effect on fees and timing.

8. Delivery, Review, and Acceptance

Deliverables and milestones will be provided as described in the applicable project agreement. The client is responsible for reviewing deliverables promptly and reporting any material failure to match the agreed requirements with enough detail for Citivel to reproduce or evaluate the issue.

Unless the applicable SOW provides another acceptance procedure, a deliverable will be considered accepted when the client approves it in writing, uses it in production, or does not report a material nonconformity within ten (10) business days after delivery. Citivel will use commercially reasonable efforts to correct verified material nonconformities that are within the agreed scope.

9. Intellectual Property

Unless a project agreement states otherwise, after Citivel receives full payment for the applicable project, the client owns the custom deliverables specifically created for that client. Citivel retains ownership of its pre-existing code, libraries, frameworks, tools, know-how, development methods, reusable components, templates, and other materials that were not created exclusively for the client.

To the extent Citivel's pre-existing materials are embedded in a paid deliverable, Citivel grants the client a non-exclusive, perpetual license to use those materials as part of the deliverable for the client's business purposes. Open-source software and third-party materials remain subject to their own license terms.

10. Confidentiality

Each party may receive non-public business, technical, financial, product, security, or commercial information from the other. Each party agrees to use the other party's confidential information only for the engagement and to protect it using reasonable care. Confidentiality obligations do not apply to information that is publicly available through no breach, independently developed without use of the confidential information, lawfully received from a third party, or required to be disclosed by law.

If the parties sign a separate non-disclosure or confidentiality agreement, that agreement controls to the extent of any conflict.

11. Client Data and Security

If Citivel receives or accesses personal data, production data, credentials, or other client data to perform a project, Citivel will use that information only as reasonably necessary to provide the agreed services, subject to the applicable project agreement, confidentiality obligations, and our Privacy Policy.

Where required by applicable law or the nature of the project, the parties may enter into a separate data processing agreement or security addendum describing Citivel's processing obligations.

12. Third-Party Services and Dependencies

Projects may depend on third-party platforms, hosting providers, cloud services, APIs, app stores, payment providers, libraries, software, or other services. Those third parties operate under their own terms, pricing, availability, security practices, and policies. Citivel does not control and is not responsible for changes, outages, discontinuation, or restrictions imposed by third parties.

Third-party fees are the client's responsibility unless the applicable proposal expressly includes them.

13. Warranties and Disclaimer

Citivel will perform its services in a professional and workmanlike manner consistent with generally accepted software development practices. Except for express commitments in an applicable written project agreement, the website and services are provided "as is" and "as available."

To the fullest extent permitted by law, Citivel disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that software will be uninterrupted, error-free, or compatible with future changes made by third parties.

14. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunity, or loss of data, arising from or related to the services, even if advised of the possibility of such damages.

Except for payment obligations, infringement or misuse of the other party's intellectual property, breach of confidentiality, fraud, willful misconduct, or liability that cannot legally be limited, each party's aggregate liability arising from a project will not exceed the fees paid or payable to Citivel under the SOW or project agreement giving rise to the claim.

15. Suspension and Termination

A project may be suspended or terminated as stated in the applicable SOW or project agreement. If no specific termination terms are stated, either party may terminate an ongoing engagement for material breach if the breach is not cured within a reasonable period after written notice.

Upon termination, the client must pay for services performed, approved expenses incurred, and any non-cancelable commitments made for the project through the effective termination date. Citivel will provide paid-for completed work in its then-current state, subject to applicable third-party restrictions.

16. Portfolio and Public References

Citivel will not publicly disclose a client's confidential information. Unless the client requests otherwise in writing, Citivel may identify the client by name and logo in a factual client list. Any publication of confidential project details, unreleased product information, or case-study content requires the client's approval.

17. Website Use

You may use this website for lawful business and informational purposes. You may not attempt to disrupt the website, gain unauthorized access to systems, introduce malicious code, scrape the website in a way that materially impairs its operation, or use the website to violate applicable law or third-party rights.

18. Governing Law and Disputes

Unless a project agreement states otherwise, these Terms and any dispute arising from them are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes not resolved informally.

Before filing a claim, the parties will make a good-faith effort to resolve the dispute through direct discussion between authorized representatives.

19. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new effective date. Changes apply prospectively. Material changes affecting an active project will not override an existing signed project agreement unless the parties agree in writing.

20. Contact

Questions about these Terms may be sent to info@citivel.pro.

BARSTOKE, INC. d/b/a Citivel
N. Broad Street, Suite 206
Middletown, Delaware 19709
United States