Terms & Conditions

Terms and Conditions

These Terms and Conditions (“Terms”) govern your use of the services provided by BNA Technology LLC. (“Company”), including but not limited to web development, design, and related services (“Services”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Services

a. Scope: The Company will provide web development and design services as agreed upon in a written agreement or statement of work (“SOW”). The scope of services, timelines, and deliverables will be outlined in the SOW.

b. Changes: Any changes to the scope of services must be agreed upon in writing by both parties and may result in adjustments to project timelines and costs.

c. Third-party Services: The Company may use third-party services or tools in the provision of its Services. The Client acknowledges and agrees that the Company is not responsible for the performance or availability of third-party services.

2. Payment

a. Fees: The Client agrees to pay the Company the fees specified in the SOW. Payment terms will be outlined in the SOW, and invoices are due upon receipt unless otherwise agreed upon.

b. Late Payments: In the event of late payment, the Company reserves the right to suspend work on the project until payment is received. Late payments may be subject to interest charges or other penalties as outlined in the SOW.

c. Expenses: The Client agrees to reimburse the Company for any reasonable expenses incurred in the provision of the Services, including but not limited to travel expenses, software licenses, and third-party services.

3. Intellectual Property

a. Ownership: The Client retains ownership of all content and materials provided to the Company for use in the provision of the Services. The Company retains ownership of any custom code, designs, or other materials developed as part of the Services, unless otherwise agreed upon in writing.

b. License: Upon full payment of all fees, the Company grants the Client a non-exclusive, perpetual license to use the deliverables provided as part of the Services for the Client’s internal business purposes.

4. Confidentiality

a. Confidential Information: Both parties agree to maintain the confidentiality of any confidential information disclosed during the provision of the Services. Confidential information includes but is not limited to trade secrets, business plans, and proprietary information.

b. Exceptions: Confidential information does not include information that is publicly available, rightfully obtained from a third party, or independently developed by the receiving party.

5. Termination

a. Termination for Cause: Either party may terminate the SOW or these Terms for cause upon written notice if the other party materially breaches its obligations and fails to remedy the breach within a reasonable period.

b. Termination for Convenience: Either party may terminate the SOW or these Terms for convenience upon written notice, subject to payment of any fees or expenses incurred up to the date of termination.

6. Limitation of Liability

a. Exclusion of Damages: In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the provision of the Services, even if advised of the possibility of such damages.

b. Maximum Liability: The maximum liability of either party for any claim arising out of or in connection with the provision of the Services shall not exceed the total fees paid or payable under the SOW.

7. Miscellaneous

a. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

b. Entire Agreement: These Terms, together with any SOW or other written agreements between the parties, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements and understandings.

c. Amendments: These Terms may only be amended in writing signed by both parties.

By accepting these Terms, you acknowledge that you have read, understood, and agree to be bound by them. If you have any questions or concerns about these Terms, please contact us at [Your Contact Information].

BNA Technology LLC.

03-01-2024