Terms & Conditions

1. Parties and Agreement

These Terms and Conditions (“Terms”) govern the provision of services by Bluvara Solutions Limited(“Bluvara”, “we”, “us”, or “our”), a company incorporated in Trinidad and Tobago, to the individual or entity engaging our services (“Client”, “you”, or “your”).

By engaging our services, signing a proposal or statement of work, or making any payment to Bluvara, you agree to be bound by these Terms. Where there is a written agreement or project contract between the parties, that document takes precedence over these Terms to the extent of any inconsistency.

2. Services

Bluvara provides custom software development, web development, marketing automation, email marketing, web management, software engineering, and digital media production services (“Services”). The scope of Services for any engagement is defined in a written proposal or statement of work agreed by both parties.

We reserve the right to decline or discontinue any engagement at our discretion, subject to refunding any prepaid fees for work not yet performed.

3. Proposals and Acceptance

All proposals submitted by Bluvara are valid for 30 days from the date of issue unless otherwise stated. A proposal becomes binding when:

• the Client signs and returns the proposal or statement of work; or
• the Client makes a deposit or first payment; or
• the Client communicates written acceptance (including by email).

Any changes to agreed scope must be documented in a written change order signed by both parties before work on the change commences.

4. Fees and Payment

Fees are as stated in the agreed proposal. Unless otherwise agreed in writing:

• A non-refundable deposit of 50% of the project fee is required before work commences.
• The remaining balance is due upon delivery of the final deliverables or as set out in the agreed payment schedule.
• Invoices are due within 14 days of the invoice date.
• Late payments attract interest at a rate of 5% per month on the overdue amount, calculated daily.

All fees are quoted and payable in Trinidad and Tobago Dollars (TTD) unless otherwise specified. USD and other currency equivalents shown in quotes are indicative only and subject to the exchange rate at the time of payment.

We reserve the right to suspend or withhold delivery of work until all outstanding invoices are paid in full.

5. Intellectual Property

5.1 Client-Provided Materials

You retain all intellectual property rights in any materials, content, data, or assets you provide to us. You grant Bluvara a limited licence to use those materials solely for the purpose of delivering the agreed Services.

5.2 Deliverables

Upon receipt of full payment, Bluvara assigns to the Client all intellectual property rights in the custom deliverables created specifically for that engagement (custom code, designs, written content), except as noted below.

5.3 Bluvara Pre-Existing IP and Tools

Bluvara retains all rights in its pre-existing intellectual property, frameworks, tools, libraries, methodologies, and know-how (“Background IP”). Where Background IP is incorporated into deliverables, Bluvara grants the Client a perpetual, non-exclusive, royalty-free licence to use that Background IP solely as part of the deliverable.

5.4 Third-Party Components

Deliverables may incorporate open-source software or third-party libraries. Such components are subject to their own licence terms, which we will document and disclose to the Client.

5.5 Portfolio Rights

Unless the Client requests otherwise in writing, Bluvara reserves the right to display the project as a portfolio reference and to describe the engagement in general marketing materials, without disclosing confidential business information.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the engagement, and not to disclose it to any third party without prior written consent, except to employees or contractors who need to know it to deliver the Services and who are bound by equivalent confidentiality obligations.

Confidentiality obligations do 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; or (c) is required to be disclosed by law or court order.

7. Client Responsibilities

To enable Bluvara to deliver the Services effectively, the Client agrees to:

• Provide timely, accurate, and complete information, content, and feedback as reasonably requested.
• Designate an authorised point of contact with authority to approve deliverables and decisions.
• Ensure all content and materials provided to Bluvara are owned by the Client or that the Client has the right to use them, and that their use does not infringe any third-party rights.
• Maintain appropriate backups of existing systems and data before any integration or migration work is performed.

Bluvara is not liable for delays or defects caused by the Client’s failure to meet these responsibilities.

8. Warranties

8.1 Bluvara Warranties

Bluvara warrants that:

• Services will be performed with reasonable skill and care by suitably qualified personnel.
• Deliverables will substantially conform to the agreed specification at the time of delivery.
• To our knowledge, deliverables will not infringe the intellectual property rights of any third party.

8.2 Warranty Period

We offer a 30-day defect warranty from the date of final delivery. During this period we will remedy material defects in the deliverables at no additional charge, provided the defect is not caused by Client modifications, misuse, or third-party software.

8.3 Disclaimer

To the maximum extent permitted by law, we make no other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose. We do not warrant that deliverables will be error-free or operate without interruption.

9. Limitation of Liability

To the maximum extent permitted by the laws of Trinidad and Tobago:

• Bluvara’s total aggregate liability to the Client for any claim arising out of or in connection with these Terms or an engagement shall not exceed the total fees paid by the Client to Bluvara in respect of the specific engagement giving rise to the claim in the 12 months preceding the claim.
• Bluvara shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of profit, revenue, data, or goodwill, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, gross negligence, or wilful misconduct, or for any liability that cannot be excluded by law.

10. Data Protection

Each party agrees to comply with its obligations under the Data Protection Act, Chapter 22:03 of Trinidad and Tobago in connection with personal data processed in the course of the engagement. Where Bluvara processes personal data on behalf of the Client as a data processor, the parties will enter into a separate data processing agreement setting out the respective roles and obligations.

Please refer to our Privacy Policy for full details of how we handle personal data, including our SOC 2 and ISO 27001-aligned security controls.

11. Security Standards

Bluvara operates and builds software in accordance with the following security frameworks to protect client data and deliverables:

• SOC 2 Type II — our controls for security, availability, and confidentiality are designed and maintained in line with the AICPA Trust Services Criteria.
• ISO/IEC 27001 — our information security management practices follow the ISO 27001 framework.
• OWASP Secure Development Practices — all applications are developed and tested against the OWASP Top 10 and OWASP Application Security Verification Standard (ASVS).
• Encryption — TLS 1.2+ in transit, AES-256 at rest for sensitive data.

12. Termination

Either party may terminate an engagement for convenience by providing 14 days’ written notice. Upon termination:

• The Client shall pay for all work completed up to the date of termination, calculated on a pro-rata basis against the agreed project fee.
• The deposit is non-refundable; any overpayment beyond the pro-rata amount owed will be refunded within 14 days.
• Bluvara will deliver all completed work product to the Client upon receipt of all outstanding payments.

Either party may terminate immediately on written notice if the other party commits a material breach of these Terms that remains uncured for 14 days after written notice of the breach.

13. Force Majeure

Neither party shall be in breach of these Terms for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, or telecommunications failure. The affected party must notify the other promptly and use reasonable efforts to resume performance.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Trinidad and Tobago, without regard to conflict of law principles.

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days. If the dispute is not resolved, either party may refer it to mediation administered by the Mediation Board of Trinidad and Tobago before commencing litigation.

Subject to the foregoing, both parties submit to the exclusive jurisdiction of the courts of Trinidad and Tobago.

15. General

• Entire agreement: These Terms, together with any applicable proposal or statement of work, constitute the entire agreement between the parties and supersede all prior representations, negotiations, or understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• No waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment:The Client may not assign its rights or obligations under these Terms without Bluvara’s prior written consent. Bluvara may assign these Terms to a successor entity upon notice.
• Amendments: Bluvara may update these Terms from time to time. Updated Terms will be posted on our website with a revised effective date and apply to new engagements entered into after that date.

16. Contact

For any questions regarding these Terms, please contact: