Terms of Service (General Terms and Conditions)

Last Updated: 19.01.2026

1. Introduction & Structure

Welcome to Neonvil. These Terms of Service ("Terms") govern your access to and use of the services provided under the Neonvil brand.

Important Notice Regarding Legal Structure: Neonvil is a community of independent entrepreneurs and professionals, not a single monolithic corporation. By engaging Neonvil, you acknowledge that you are entering into a business relationship with a specific Service Owner (an independent legal entity) identified in your specific project agreement.

1.1 Definitions

"Community": Refers to the collective network of professionals operating under the Neonvil brand.
"Service Owner": The specific independent entrepreneur or legal entity (e.g., Volodymyr Gutorov, Daryna Bakanova, etc.) responsible for your project and with whom you sign the binding B2B Agreement.
"Client": The business or individual purchasing services.
"Deliverables": The software, code, designs, or documentation produced as part of the Services.

2. Engagement & Contracting Model

2.1 The B2B Agreement

These Terms serve as the framework for our cooperation. However, the specific scope of work, timeline, and payment terms for any project will be defined in a separate Business-to-Business (B2B) Agreement or Statement of Work (SOW) signed directly between the Client and the designated Service Owner.

2.2 Direct Liability

The Service Owner identified in your B2B Agreement assumes full legal responsibility for the delivery of the services. Other members of the Neonvil community are not liable for the obligations of the contracting Service Owner.

3. Services Provided

Neonvil provides software engineering and consulting services, including but not limited to:

Proof of Concept (POC) Development
Minimum Viable Product (MVP) Development
Software Maintenance & Scaling
Technical Consulting & Audits

3.1 "Glass Box" Transparency

We operate on a "Glass Box" philosophy. Clients are granted visibility into the development process. While we strive for 100% transparency, the Client agrees to respect the professional workflow and not unreasonably disrupt the development process.

4. Subcontracting & Team Composition

4.1 Right to Subcontract

The Service Owner retains the right to engage subcontractors, freelancers, or specialized staff to aid in the performance of the Services.

4.2 Security & Compliance Obligations

In accordance with Neonvil’s community standards, the Service Owner guarantees that all subcontractors employed on the Client’s project:

Have passed a strict background check (including court history verification).
Have signed a binding Non-Disclosure Agreement (NDA).
Have signed a formal B2B Contract with the Service Owner transferring all Intellectual Property rights.

The Service Owner remains fully liable to the Client for the conduct and deliverables of any subcontractor.

5. Intellectual Property (IP) Rights

5.1 Ownership Transfer

Upon full payment of all fees associated with a Deliverable, the Service Owner assigns to the Client all right, title, and interest in the custom code, designs, and documentation created specifically for the Client ("Work Product").

5.2 Pre-existing IP

Neonvil reserves the right to retain ownership of pre-existing libraries, tools, or standard code frameworks ("Background IP") used to build the Deliverables. In such cases, the Client is granted a perpetual, non-exclusive, royalty-free license to use this Background IP as part of the final software.

6. Payments & Invoicing

Payment Terms: Specific payment schedules (e.g., Fixed Price milestones or Time & Material intervals) are dictated by the specific B2B Agreement.
Late Payments: Failure to make payments on agreed milestones may result in the immediate suspension of work and the withholding of IP transfer.

7. Warranties & Disclaimers

7.1 "As Is" Warranty

Except as expressly provided in the specific B2B Agreement, Services are provided "as is." While Neonvil adheres to high engineering standards (Clean Architecture, SOLID principles), we do not guarantee that software will be error-free or uninterrupted.

7.2 No Business Guarantee

For MVP and POC development, Neonvil provides technical execution. We do not guarantee the commercial success, market adoption, or investment viability of the Client’s product.

8. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement. This obligation survives the termination of these Terms. The Service Owner guarantees that all internal community members and subcontractors with access to Client data are bound by equivalent confidentiality obligations.

9. Termination

For Convenience: Either party may terminate the engagement with written notice as defined in the specific B2B Agreement.
For Cause: The Client may terminate immediately if the Service Owner fails to remedy a material breach (including security violations) within a reasonable cure period.

10. Governing Law & Dispute Resolution

The governing law and jurisdiction for any dispute shall be determined by the domicile of the contracting Service Owner (e.g., Slovak Republic or Portugal), unless otherwise specified in the individual B2B Agreement.

Contact for Legal Inquiries: Volodymyr Gutorov (Community Leader) Email: v.gutorov@neonvil.com Registered Address: Slovak Republic, IČO: 56 579 764 VAT: SK3122074505

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