Terms of Service

1. Definitions

• "Company", "we", or "us" refers to JSA Desenvolvimento de Softwares Ltda (CNPJ: 48.909.515/0001-35), operating under the brand name Sitelix.
• "Client", "you", or "your" refers to any individual or entity that contacts us about a project or uses our Services.
• "Services" refers to the specification-driven fullstack app development, design, consultation, and related services offered by Sitelix.
• "Deliverables" refers to source code, documentation, designs, and any other materials produced as part of a contracted project.
• "Pre-Engagement Materials" refers to specifications, mockups, wireframes, or strategic documents provided by Sitelix prior to contract execution, including but not limited to the free written blueprint and mockups delivered during the discovery phase.
• "Website" refers to the website at sitelix.com.br.

2. Acceptance of Terms

By accessing the Website, contacting us about a project, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree, you must not use the Website or Services.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement. If you are acting on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

4. Scope of Services

Sitelix provides specification-driven fullstack application development. Our Services include, but are not limited to: project discovery and specification, UI/UX design and mockups, frontend and backend development, deployment, and documentation.

The specific scope of each engagement is defined by the project specification agreed upon between you and Sitelix. These Terms govern the general relationship; individual project agreements take precedence for project-specific matters.

5. Service Process

Our standard workflow follows these steps:

1. First Contact: You contact us through the form on our Website or by email, describing your idea and requirements.
2. Discovery (Free): We review your request and generate a detailed specification and mockups at no cost and with no commitment required.
3. Proposal: Along with the blueprint and mockups, you receive a written proposal covering scope, timeline, and price. The proposal is an offer, not an invoice: you may accept it, ask us to reshape the scope, or decline it.
4. Approval: If you wish to proceed, we agree on the final scope, timeline, and payment terms in writing.
5. Development: We build your project in sprints with regular progress updates.
6. Delivery: Upon completion and full payment, you receive the source code, documentation, and all Deliverables.

6. Pre-Engagement Materials and Fair Use

As part of our discovery process, Sitelix may provide Pre-Engagement Materials, including specifications, mockups, and proposals, at no cost. These materials are subject to the following conditions:

• Ownership: All Pre-Engagement Materials remain the exclusive intellectual property of Sitelix. No transfer of ownership or rights occurs unless a formal project contract is executed and payment is made in full.
• Evaluation Only: Pre-Engagement Materials are provided solely for the purpose of evaluating whether to engage Sitelix for the project. They may not be used for any other purpose.
• No Implementation: You may not implement, reproduce, adapt, or create derivative works based on Pre-Engagement Materials, whether internally or through any third party, without a signed contract and full payment.
• No Distribution: You may not share, forward, publish, or otherwise distribute Pre-Engagement Materials to any third party, including other developers, agencies, freelancers, or competitors. This includes using our written proposal to solicit competing bids.
• Confidentiality: Both parties agree to treat Pre-Engagement Materials as confidential. Sitelix likewise treats your business information and project details as confidential.
• Expiration: The free discovery offer and associated Pre-Engagement Materials remain valid for 60 days from delivery. After this period, quoted prices are no longer binding and Sitelix reserves the right to repurpose concepts, approaches, or designs from those materials.
• Breach: Unauthorized use of Pre-Engagement Materials constitutes a breach of these Terms. In such cases, Sitelix reserves the right to pursue compensation equivalent to the full project value as if the project had been contracted, in addition to any other remedies available under applicable law.

7. Intellectual Property

All Deliverables produced during a contracted project remain the intellectual property of Sitelix until full payment has been received.

Upon full payment of all agreed fees, intellectual property rights to the Deliverables transfer to the Client. This includes source code, designs, documentation, and all related assets produced specifically for the project.

Portfolio Rights: Sitelix retains the right to reference the project in its portfolio, case studies, and marketing materials. This includes showing screenshots, describing the project scope, and listing it as a completed engagement. If you require anonymity, you may request that your company name and identifying details be omitted, and Sitelix will make reasonable efforts to comply.

Third-Party Components: Some Deliverables may include open-source libraries, frameworks, or tools governed by their own licenses. Sitelix will disclose any such dependencies and their respective licenses as part of the project documentation.

8. Pricing and Payment Terms

Sitelix does not publish a fixed price list. Every project is scoped and quoted individually based on its scope, integrations, timeline, and complexity.

• Prices, payment terms, amounts, and schedules are defined in the written proposal and the individual project agreement.
• A quoted price is valid for 60 days from the date of the proposal, unless stated otherwise in the proposal itself.
• Work outside the agreed scope is quoted separately and only starts after you approve it in writing.
• Late payments may result in suspension of work until the balance is resolved. Sitelix reserves the right to withhold Deliverables until payment is received in full.
• Unless otherwise stated in the project agreement, all fees are non-refundable once work on a sprint or milestone has begun.

9. Client Responsibilities

To ensure successful project delivery, you agree to:

• Provide accurate and complete information when you first contact us and throughout the engagement.
• Respond to requests for feedback, approvals, or content in a timely manner.
• Ensure that any content, materials, or assets you provide do not infringe on third-party intellectual property rights.
• Not attempt to reverse-engineer, copy, or replicate Sitelix's internal processes, tools, or workflows.
• Bear full responsibility for any costs incurred from third-party software providers required to run the delivered application, including but not limited to Backend-as-a-Service (BaaS) platforms, hosting and infrastructure providers, email and messaging APIs, domain registrations, payment processors, and any other external services. Sitelix is not responsible for these costs, and you acknowledge that such services are billed directly by their respective providers under their own terms.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Sitelix's total liability for any claim arising from or related to the Services shall not exceed the total amount paid by you to Sitelix in the twelve (12) months preceding the claim.

Sitelix shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause of action.

11. Disclaimers

Sitelix makes no guarantees regarding specific business outcomes, revenue, growth, or success resulting from the use of Deliverables or Services.

While we strive for high-quality work, software development involves inherent complexities. Sitelix does not warrant that Deliverables will be entirely free of bugs or errors, but commits to resolving reported issues within a reasonable timeframe during the project engagement.

12. Confidentiality

Both parties agree to protect the confidential information of the other party. Confidential information includes, but is not limited to: business plans, project specifications, technical documentation, financial information, quoted prices, and any materials marked as confidential.

This obligation survives the termination of the relationship for a period of two (2) years.

13. Termination

• Either party may terminate the engagement by providing written notice.
• If you terminate a project mid-engagement, payment is due for all work completed up to the termination date.
• Upon termination and full payment for completed work, you will receive all Deliverables produced up to that point.
• Termination does not affect the Pre-Engagement Materials clause (Section 6), which survives termination.

14. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federative Republic of Brazil.

The parties agree to attempt to resolve any disputes amicably through direct negotiation. If a resolution cannot be reached within 30 days, either party may submit the dispute to the courts of the Comarca de Belo Horizonte, State of Minas Gerais, Brazil, which shall have exclusive jurisdiction.

15. Modifications to These Terms

Sitelix reserves the right to update these Terms at any time. Changes will be posted on the Website with an updated "Last updated" date. Continued use of the Website or Services after changes are posted constitutes acceptance of the revised Terms.

For material changes that affect existing engagements, we will make reasonable efforts to notify affected Clients via email.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. Contact

For questions about these Terms, contact us at: