Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your use of the Stencil website located at stencil.build (the "Site") and any engineering, cloud infrastructure, DevOps, or consulting services (the "Services") provided by Stencil ("we," "us," or "our"). By accessing our Site or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use our Site or Services.

2. Services

Stencil provides engineering and cloud services to startups and technology companies, including but not limited to:

• Product engineering — MVP development, web applications, SaaS platforms, APIs, and backend systems
• Cloud and infrastructure — architecture design, cloud migrations, infrastructure as code, and cost optimization
• DevOps and platform engineering — CI/CD pipelines, container orchestration, monitoring, and disaster recovery
• Technology consulting — architecture reviews, technical strategy, engineering audits, and due diligence

The specific scope, deliverables, timelines, and fees for each engagement will be outlined in a separate Statement of Work ("SOW") or service agreement between you and Stencil.

3. Engagement and Payment

All service engagements are governed by a mutually agreed SOW or service agreement that will detail the project scope, milestones, payment schedule, and other relevant terms. Payment terms, rates, and invoicing schedules will be specified in the applicable SOW. Unless otherwise agreed, invoices are due within 30 days of issuance. Late payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. Intellectual Property

Upon full payment for the applicable Services, all custom software, code, documentation, and deliverables created specifically for your project ("Client Deliverables") will be assigned to you. You will own all intellectual property rights in the Client Deliverables.

Stencil retains ownership of any pre-existing tools, libraries, frameworks, methodologies, and general know-how ("Stencil IP") that may be used or incorporated in the delivery of Services. Where Stencil IP is incorporated into Client Deliverables, Stencil grants you a perpetual, non-exclusive, royalty-free license to use such Stencil IP solely as part of the delivered solution.

5. Confidentiality

Both parties agree to keep confidential any proprietary or non-public information disclosed during the engagement, including but not limited to business plans, technical designs, source code, customer data, and financial information. Confidential information will not be disclosed to third parties without prior written consent, except as required by law. These confidentiality obligations survive the termination of any engagement.

6. Client Responsibilities

To enable effective delivery of our Services, you agree to:

• Provide timely access to required systems, accounts, credentials, and environments
• Designate a primary point of contact for communications and decisions
• Provide feedback and approvals within reasonable timeframes as outlined in the SOW
• Ensure that any materials, data, or content you provide do not infringe on third-party rights

Delays caused by a failure to meet these responsibilities may affect project timelines and may result in additional charges as specified in the SOW.

7. Warranties and Disclaimers

Stencil warrants that all Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any deliverable contains a defect attributable to Stencil's work, we will correct it at no additional charge, provided you notify us within 30 days of delivery.

Except as expressly stated above, the Services and Site are provided "as is" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Stencil does not guarantee that any software will be entirely free of bugs or errors after launch.

8. Limitation of Liability

To the maximum extent permitted by law, Stencil's total liability arising out of or related to any engagement shall not exceed the total fees paid by you to Stencil for the specific engagement giving rise to the claim. In no event shall Stencil be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, business opportunities, or goodwill, regardless of whether such damages were foreseeable.

9. Termination

Either party may terminate an engagement by providing written notice as specified in the applicable SOW. In the absence of a specified notice period, either party may terminate with 14 days' written notice. Upon termination, you agree to pay for all Services rendered and expenses incurred up to the effective date of termination. All completed and in-progress deliverables will be transferred to you upon receipt of final payment.

10. Use of the Website

You may use the Site for lawful purposes only. You agree not to:

• Use the Site in any manner that could damage, disable, or impair the Site or interfere with other users
• Attempt to gain unauthorized access to any part of the Site, its servers, or connected systems
• Reproduce, distribute, or create derivative works from Site content without prior written permission
• Use automated tools to scrape, crawl, or extract data from the Site

11. Third-Party Services

Our Services may involve integrating or deploying to third-party platforms and services such as AWS, Azure, GCP, GitHub, and other infrastructure providers. Stencil is not responsible for the availability, performance, pricing, or terms of service of any third-party platform. Your use of third-party services is subject to those providers' own terms and policies.

12. Indemnification

You agree to indemnify and hold Stencil harmless from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from your breach of these Terms, your use of the Services, or any materials or data you provide to Stencil that infringe on third-party rights.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Stencil operates, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved through good-faith negotiation. If a resolution cannot be reached, disputes will be submitted to binding arbitration in accordance with the rules of a recognized arbitration body.

14. Changes to These Terms

We reserve the right to update or modify these Terms at any time. Changes will take effect when posted to this page. Your continued use of the Site or engagement of our Services after changes are posted constitutes your acceptance of the revised Terms. We encourage you to review this page periodically.

15. Contact

If you have any questions about these Terms, please contact us at hello@stencil.build.

Last updated: August 2026