Terms of service

These terms are a contract between you and Binary Virtual Solutions, LLC (“BVS”), a Texas limited liability company. They cover the services below. The privacy policy covers visitors to this website.

Acceptance

You accept these terms by signing a statement of work or using the services. If you do not agree, do not use the services. If you accept for a company, you confirm that you have authority to bind that company, and “you” means that company.

Services and statements of work

BVS provides:

• Software development
• Workflow automation with n8n
• Integrations and data pipelines
• Cloud and automation consulting
• Ongoing maintenance subscriptions

The scope, schedule, and price for a particular engagement are set out in a statement of work, or in another written order. If that statement of work conflicts with these terms, the statement of work governs for that engagement.

Fees and payment

Fees are the amounts in the statement of work. A setup fee is billed as the statement of work describes. A monthly maintenance subscription is billed each month, in advance, unless the statement of work says otherwise. Payment is due on the date the statement of work states.

If a payment is late, BVS may pause the work, including a maintenance subscription, until the amount due is paid. BVS may also charge a late fee or interest to the extent Texas law allows.

Costs that BVS pays to third parties in order to do the work are passed through to you and are in addition to BVS’s fees, unless the statement of work says those costs are included. That includes cloud accounts, software licenses, hosting, and fees for n8n. You remain responsible for third-party costs that cannot be cancelled when the work ends.

Client responsibilities and data

You provide the access, credentials, documents, and decisions the work needs, in time for the schedule in the statement of work. You are responsible for the accuracy of what you provide, and for having the right to share it with BVS. You keep your own copies of your documents and data. You review deliverables before you rely on them.

Confidentiality and data handling

Each party keeps the other party’s non-public information confidential and uses it only to carry out the engagement. A party may share it only with people who need it for that purpose and who are required to protect it. Client information is used only to deliver the service. BVS does not sell that information and does not use it for any other purpose.

This duty does not cover information that is already public, that the receiving party already rightfully knew, that a third party provides without a duty of confidentiality, or that the receiving party develops independently.

Intellectual property

When you have paid all fees for an engagement in full, you own the deliverables BVS prepared specifically for you under that engagement’s statement of work. BVS keeps its pre-existing tools, templates, libraries, scripts, and know-how, including anything developed outside your engagement or for use across clients. BVS grants you a non-exclusive license to use those pre-existing materials only as they are embedded in the deliverables, and only as needed for you to use the deliverables in your business. You do not receive those tools as standalone products. Until payment in full, BVS owns the work in progress and may withhold delivery.

Third-party services

The services may depend on third parties, including n8n and cloud providers. Those services have their own terms. Your account with a third party is between you and that provider, unless the statement of work says BVS will supply the account. BVS is not responsible for a third party’s outage, price change, or decision to discontinue a service.

Disclaimer of warranties

The services are provided as is. To the fullest extent Texas law allows, BVS disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. BVS does not warrant that the services will be uninterrupted or error-free.

Limitation of liability

To the fullest extent Texas law allows, BVS’s total liability arising out of the services or these terms is limited to the fees you paid BVS in the prior 12 months for the services giving rise to the claim. BVS is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or business interruption, even if BVS was advised that those damages were possible. These limits apply on any theory of liability. They do not apply to liability that Texas law does not allow to be limited.

Indemnification

You will defend and indemnify BVS against third-party claims, damages, and reasonable attorneys’ fees arising from your materials or data, your instructions, your use of the deliverables other than as these terms and the statement of work allow, or your breach of these terms.

BVS will defend and indemnify you against a third-party claim that a deliverable BVS prepared, used as these terms allow, infringes that party’s United States intellectual property right. This does not cover a claim caused by your materials, a modification you made, or a combination you required. BVS’s duty under this section is subject to the limitation of liability above.

The party seeking indemnity gives prompt written notice, allows the other party to control the defense, and cooperates reasonably. A claim may not be settled in a way that admits fault for the other party, or that imposes a duty on the other party, without that party’s consent.

Term and termination

These terms start on the effective date and continue while BVS provides services to you. A statement of work ends when its work is complete, or earlier as that statement of work allows.

Either party may end a statement of work or a maintenance subscription if the other party materially breaches these terms and does not cure the breach within 15 days after written notice. Either party may also end a month-to-month maintenance subscription by written notice given at least 30 days before the next billing date, unless the statement of work sets a different notice period.

When an engagement ends, you pay for work performed through the end date, for the monthly period already billed, and for third-party costs that cannot be cancelled. Fees already paid for the current period are not refunded, unless the statement of work says otherwise. On request, each party returns or deletes the other’s confidential information, except copies kept as a legal or business record or in ordinary backups. Those copies stay subject to the confidentiality section. The sections on fees, confidentiality, intellectual property, warranties, limitation of liability, indemnification, and governing law survive termination.

Governing law

These terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The exclusive venue is the state courts in Bell County, Texas. If a dispute may be heard only in federal court, the exclusive venue is the United States District Court for the Western District of Texas. Each party consents to personal jurisdiction in those courts.

Changes to these terms

BVS may update these terms by posting a new version on this page with a new effective date. A signed statement of work keeps the version of these terms in effect when it was signed, unless both parties agree in writing to a later version. For a maintenance subscription that renews monthly, the version in effect on the renewal date applies to that renewal.

Contact

Questions about these terms go to brian@binaryvirtualsolutions.ai.