Terms
Blueframe Systems LLC - Terms of Service / Service Agreement
These Terms govern all services provided by Blueframe Systems LLC to the client.
1. Acceptance of Terms
These Terms of Service ("Terms") govern all services provided by Blueframe Systems LLC ("Company", "we", "us") to the client ("Client", "you").
By any of the following actions, Client agrees to be bound by these Terms:
- Signing a proposal or agreement
- Paying an invoice or deposit
- Authorizing commencement of work
- Accepting delivery of any services
If Client does not agree to these Terms, Client must not engage Company's services.
2. Scope of Services
Company provides professional services including, but not limited to:
- Software development
- Business process automation
- Internal dashboards and reporting systems
- Workflow design and system integrations
Specific scope, deliverables, timelines, and pricing will be defined in a written proposal, statement of work, or invoice ("Engagement Documents").
Any work not explicitly included in writing is out of scope and requires separate approval and billing.
3. Payment Structure
Services may require either:
- Full payment upfront, or
- A non-refundable deposit with a remaining balance due prior to final delivery
Payment terms are specified in the applicable invoice or proposal.
Work will not begin until required payment or deposit is received.
4. Deposits & No-Refund Policy
All payments are non-refundable once work has begun.
For purposes of these Terms, "work has begun" includes, but is not limited to:
- Discovery or intake
- Planning or system design
- Configuration or setup
- Development or integration
- Documentation or preparatory work
Client acknowledges that Company allocates time, resources, and opportunity cost upon commencement of work.
5. Final Payment & Delivery
Final payment must be received prior to:
- System handoff
- Deployment or launch
- Transfer of credentials
- Delivery of files or documentation
Company reserves the right to withhold deliverables until all outstanding balances are paid in full.
6. Late Payments
Invoices not paid by the stated due date may be subject to late fees as permitted under Illinois law.
Company may pause work, delay delivery, or withhold access until payment is received.
Client remains responsible for all amounts due regardless of any pause or delay caused by non-payment.
7. Client Responsibilities
Client agrees to:
- Provide timely access to required systems, data, and credentials
- Assign a single point of contact
- Review deliverables and provide feedback promptly
Delays caused by Client may extend timelines without penalty to Company.
8. Intellectual Property
Unless otherwise agreed in writing:
- Company retains ownership of all pre-existing tools, frameworks, templates, and methodologies
- Upon full payment, Client receives a non-exclusive, internal-use license to the final delivered work
- No intellectual property rights transfer until full payment is received
9. No Guarantees
Company provides services on a best-effort basis. No guarantees are made regarding:
- Revenue
- Performance improvements
- Business outcomes
Client acknowledges results depend on factors beyond Company's control.
10. Limitation of Liability
To the maximum extent permitted by law:
- Company shall not be liable for indirect, incidental, or consequential damages
- Company's total liability shall not exceed the amount paid by Client for the services giving rise to the claim
11. Termination
Either party may terminate an engagement in writing. Client remains responsible for:
- All completed work
- All work-in-progress
- Any outstanding invoices
No refunds will be issued.
12. Confidentiality
Both parties agree to maintain confidentiality of non-public information exchanged during the engagement, except as required to perform services or by law.
13. Governing Law & Venue
These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in courts located in Illinois.
14. Entire Agreement
These Terms, together with applicable invoices, proposals, and policies, constitute the entire agreement between the parties and supersede all prior discussions or agreements.
End of Document