The standard terms BEIRUX LLC works under. They govern any service we provide that is not covered by a separate signed agreement, and every invoice or Statement of Work that refers to them.
1. Definitions
1.1 "Deliverables" means the work product BEIRUX creates for Client under a Statement of Work, including websites, software, designs, content and documentation.
1.2 "Statement of Work" or "SOW" means a document that references these Terms and describes a specific engagement, its scope, deliverables, timeline and fees.
1.3 "Change Order" means a document or written confirmation that modifies the scope, fees or timeline of a Statement of Work.
1.4 "Registered Contact" means an individual Client has designated to give instructions and approvals. Client's Registered Contacts are those named in the Key Terms or, if none are named, the individuals who engaged BEIRUX on Client's behalf, in each case as updated by Client's written notice.
1.5 "Background Materials" means the tools, software, templates, frameworks, components, methods and know-how that BEIRUX owns or controls independently of these Terms, including any improvements to them.
1.6 "Client Data" means the customer, inquiry, appointment, sales and other business records of Client that are stored in systems BEIRUX builds or hosts for Client.
2. Structure and Order of Precedence
2.1 These Terms govern every Statement of Work and Change Order between the parties. Each Statement of Work becomes part of these Terms when accepted under Section 19.7.
2.2 If a Statement of Work conflicts with these Terms, these Terms control, unless the Statement of Work expressly identifies the section of these Terms it varies.
2.3 These Terms apply to all services BEIRUX has performed for Client since the Effective Date, including services performed before these Terms were accepted.
2.4 Sources of agreed terms. Where a matter is not settled by these Terms and any accepted Statement of Work or Change Order, read together under Section 2.2, the parties' agreement on that matter is determined from the following sources, a higher source controlling over a lower one: (a) the invoice for the service, including its line items and any terms stated on it; (b) written communications between the parties, including email, text and messaging-application messages, sent by a Registered Contact and confirmed by BEIRUX; and (c) telephone or in-person discussions, only to the extent recorded afterward in a written communication described in (b). Within the same source, a later written agreement that specifically addresses a matter controls over an earlier, more general one. A matter that none of these sources addresses has not been agreed and is handled under Section 4.
3. Services
3.1 BEIRUX will perform the services described in each Statement of Work in a professional and workmanlike manner, using reasonable efforts.
3.2 BEIRUX will respond to standard requests within two (2) business days. BEIRUX will respond to urgent technical issues as promptly as reasonably practicable.
3.3 BEIRUX may engage subcontractors to perform part of the services. BEIRUX remains responsible for their work.
3.4 Any service not described in a Statement of Work is outside the scope of these Terms until added under Section 4.
4. Changes to Scope and Approvals
4.1 Work outside the scope of a Statement of Work, and any change to agreed scope, must be described and priced by BEIRUX and approved by Client before the work begins. BEIRUX may decline any request that is outside the scope of a Statement of Work.
4.2 A request forms part of the agreed scope only when it is included in an accepted Statement of Work or Change Order, or when BEIRUX has confirmed it in writing. A written confirmation may be given by email or text message. A request that has been discussed but not confirmed in this manner does not obligate BEIRUX.
4.3 Client may give approvals and confirmations under these Terms, including approvals of scope and price, by email, text message, messaging application, telephone or in person, provided that each comes from a Registered Contact or is given during a scheduled meeting. If BEIRUX acts in good faith on an ambiguous instruction, Client's sole remedy is one revision of the affected work at no additional charge.
5. Client Responsibilities
5.1 Client will provide in a timely manner the access, information, materials and approvals that BEIRUX reasonably requires.
5.2 Client represents that it owns or is licensed to use all materials it provides to BEIRUX, including photographs, logos, text, prices and product information, and that those materials are accurate.
5.3 Client is solely responsible for the accuracy of any statement about its products or services that Client publishes or asks BEIRUX to publish, including statements of price, specification, composition, origin, certification and availability.
5.4 Client is responsible for content that Client adds to or changes in any website or system, including through an administrative portal.
5.5 Client will keep any platform authorizations BEIRUX requires current and will re-authorize access when prompted.
5.6 Delays caused by Client extend any affected timeline by a corresponding period.
6. Approvals and Publishing
6.1 BEIRUX will not publish content on Client's behalf until Client has approved it.
6.2 Each approval applies to the specific item approved. If a visible element of an approved item changes, the approval lapses and the revised item will be submitted for approval.
6.3 If Client asks BEIRUX to remove published content, BEIRUX will remove it from every channel on which BEIRUX published it.
6.4 If Client does not respond to a request for approval of a Deliverable within five (5) business days of delivery, the Deliverable is deemed accepted for purposes of the applicable Statement of Work. This Section does not permit publication without approval under Section 6.1.
7. Fees and Payment
7.1 Fees are set out in each Statement of Work. Unless a Statement of Work provides otherwise, invoices are due within thirty (30) days of the invoice date.
7.2 Fees are exclusive of taxes, which Client will pay where applicable. Third-party costs that Client incurs directly, such as domain registration and payment-processing fees, are Client's responsibility.
7.3 If an amount is not paid when due, BEIRUX will notify Client. If the amount remains unpaid seven (7) days after that notice, BEIRUX may suspend the services until payment is received. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
7.4 Until a Deliverable has been paid for in full, BEIRUX may withhold its launch, its source and design files, related account credentials, and any transfer of a domain or hosting relating to it. This Section does not restrict Client's access to Client Data or to Deliverables that have been paid for.
7.5 BEIRUX may adjust its rates for future work on thirty (30) days' written notice. An adjustment does not apply to a fee already paid for a defined scope.
7.6 Payments for work performed are non-refundable, except to correct a documented billing error.
8. Use of Software and AI-Assisted Tools
8.1 BEIRUX may use software tools, including AI-assisted tools, in performing the services. BEIRUX reviews and edits all Deliverables before delivery.
8.2 BEIRUX does not use Client's confidential information or Client Data to train AI models.
8.3 AI-assisted imagery of Client's premises or products will be based on actual photographs or footage of them and is subject to Client's approval under Section 6. BEIRUX will not use AI-assisted tools to depict premises, products, persons or events that do not exist as if they were real.
9. Ownership and License
9.1 Upon BEIRUX's receipt of payment in full for a Deliverable, BEIRUX assigns to Client all of its right, title and interest in that Deliverable, excluding Background Materials. No Deliverable is a work made for hire. Ownership passes only by this assignment.
9.2 These Terms, as accepted by BEIRUX, constitute BEIRUX's signed written instrument of transfer for purposes of 17 U.S.C. Section 204(a). No further instrument is required.
9.3 BEIRUX retains all rights in its Background Materials. To the extent Background Materials are incorporated in a Deliverable that has been paid for in full, BEIRUX grants Client a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable, including after these Terms end.
9.4 Client's domain names belong to Client at all times. Upon payment in full, final Deliverables will be handed over to Client upon request.
9.5 Third-party materials, including fonts, stock media, hosting services and platform software, remain subject to their own license terms.
9.6 To the extent any Deliverable is not capable of copyright protection, BEIRUX assigns to Client whatever rights BEIRUX holds in it and will not assert any competing claim. Neither party warrants that any Deliverable is capable of copyright protection.
9.7 Unless Client objects in writing, BEIRUX may identify Client as a client and display published Deliverables in its portfolio.
10. Premises, Footage and Likeness
10.1 Client permits BEIRUX to photograph and film Client's premises, products and operations to produce the services.
10.2 BEIRUX may retain reference material derived from that footage solely to produce Client's work. BEIRUX will not publish that material except as part of an approved Deliverable.
10.3 Client is responsible for obtaining the consent of any individual, including staff, customers and public figures, whose name or likeness Client asks BEIRUX to publish.
10.4 BEIRUX will delete footage of Client's premises upon Client's written request.
11. Confidentiality and Client Data
11.1 Each party will keep the other party's non-public business information confidential and use it only to perform these Terms. This obligation does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is required to be disclosed by law.
11.2 Client Data belongs to Client. BEIRUX will access Client Data only to provide, support and secure the services, and will export it to Client in a standard format upon request.
11.3 BEIRUX may maintain administrative access to systems it hosts for Client for support and security purposes until hosting is transferred to Client.
12. Independent Contractor
12.1 BEIRUX is an independent contractor. These Terms do not create an employment, partnership, joint venture or agency relationship.
12.2 BEIRUX controls the manner and means by which it performs the services.
13. Term and Termination
13.1 These Terms begin on the Effective Date and continue until terminated under this Section. Each Statement of Work states its own term.
13.2 Either party may terminate these Terms or any Statement of Work on fourteen (14) days' written notice.
13.3 Either party may terminate these Terms on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice describing it.
13.4 Upon termination, Client will pay for all work performed through the termination date, and BEIRUX will deliver completed Deliverables upon payment. Upon request made within thirty (30) days after termination, BEIRUX will export Client Data and provide reasonable assistance in transferring hosted systems to Client.
13.5 Sections 7, 9, 11, 14, 15, 16, 17, 19 and 20 survive termination.
14. Disclaimers
14.1 BEIRUX does not guarantee any particular business result, including sales, inquiries, appointments, search rankings, traffic or revenue. Any projection or example discussed between the parties is illustrative only.
14.2 BEIRUX does not warrant that any Deliverable will be free of errors or operate without interruption. Client will review Deliverables before relying on them. BEIRUX's sole obligation for an error in a Deliverable is to correct the affected work at no additional charge.
14.3 BEIRUX is not responsible for failures caused by events beyond its reasonable control, including outages or changes of third-party platforms, hosting providers and payment processors.
14.4 Except as expressly stated in these Terms, BEIRUX makes no warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.
15. Limitation of Liability
15.1 Liability cap. To the fullest extent permitted by law, and except for Excluded Claims, BEIRUX's total cumulative liability arising out of or relating to these Terms and all Statements of Work, whether in contract, tort (including negligence), strict liability or any other legal theory, will not exceed the amount Client paid BEIRUX under the invoice or Statement of Work giving rise to the claim. This limit applies in the aggregate to all claims, and multiple claims will not enlarge it.
15.2 Excluded damages. To the fullest extent permitted by law, and except for Excluded Claims, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, sales, business opportunity, goodwill or data, or business interruption, whether characterized as direct or indirect, arising out of or relating to these Terms under any legal theory, even if advised of the possibility of those damages and even if a limited remedy fails of its essential purpose.
15.3 Excluded Claims. Sections 15.1 and 15.2 do not apply to (a) Client's obligation to pay amounts due under these Terms; (b) a party's fraud, gross negligence or willful misconduct; (c) Client's obligations under Section 16.1; or (d) any liability that applicable law does not permit to be limited or excluded (together, "Excluded Claims"). In this Section, "willful misconduct" means an intentional act or omission that the party knows to be wrongful, or that is undertaken with reckless indifference to the rights of the other party, and does not include a decision not to perform, or to stop performing, for the party's own economic reasons.
15.4 Acknowledgment. Each party acknowledges that it has read and understands this Section 15, that this Section applies to claims arising from that party's own negligence, that the fees reflect the allocation of risk in this Section, which is an essential basis of the bargain between the parties, and that it had the opportunity to consult counsel of its choice before accepting these Terms.
16. Indemnification
16.1 Client will defend, indemnify and hold harmless BEIRUX against any third-party claim arising from materials Client provided, information Client published or asked BEIRUX to publish, Client's products, services, payment processing or business operations, or Client's breach of Section 10.3.
16.2 BEIRUX will defend, indemnify and hold harmless Client against any third-party claim that a Deliverable created by BEIRUX infringes that third party's intellectual property rights, except to the extent the claim arises from materials Client provided or from a modification BEIRUX did not make.
16.3 The indemnified party will promptly notify the indemnifying party of the claim, permit it to control the defense, and provide reasonable cooperation at the indemnifying party's expense.
17. Governing Law and Disputes
17.1 These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules.
17.2 The state and federal courts located in Middlesex County, New Jersey have exclusive jurisdiction over any dispute arising from these Terms, and each party consents to that jurisdiction.
17.3 Before commencing any proceeding, a party will notify the other in writing of the dispute, and the parties will attempt in good faith to resolve it for at least fourteen (14) days.
18. Notices
18.1 Notices under these Terms must be in writing and may be sent by email or text message to a party's Registered Contact or designated email address, or delivered to the address stated in the Key Terms. A notice is effective on the next business day after it is sent.
18.2 Either party may change its notice details by written notice to the other.
19. General Provisions
19.1 Entire agreement. These Terms, together with each Statement of Work and Change Order accepted under them, are the entire agreement between the parties and supersedes all prior proposals, drafts and understandings. A commitment made before acceptance forms part of the agreement only if it is recorded in an accepted Statement of Work.
19.2 Amendment. These Terms may be amended only in writing accepted by both parties under Section 19.7, except for rate adjustments under Section 7.5 and scope changes approved under Section 4.
19.3 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.
19.4 Waiver. A failure or delay in enforcing a provision is not a waiver of it.
19.5 Assignment. Neither party may assign these Terms without the other party's written consent, except to a successor to substantially all of its business.
19.6 Electronic records. These Terms may be executed in counterparts and by electronic signature or electronic record, each of which is as effective as an original signature under the Electronic Signatures in Global and National Commerce Act, the New Jersey Uniform Electronic Transactions Act and the New York Electronic Signatures and Records Act.
19.7 Acceptance. Client accepts these Terms, and any Statement of Work or Change Order under them, by signing them, by accepting them electronically, by a written reply from a Registered Contact confirming acceptance (for example, "Approved" with the sender's name), by paying an invoice issued under them, by instructing BEIRUX to begin or continue work after receiving them, or by continuing to request, use or receive the services after receiving them. Silence alone is not acceptance.
19.8 Authority. Each individual who signs or accepts these Terms on behalf of a party represents that such individual is authorized to bind that party.
19.9 Headings. Section headings are for convenience and do not affect interpretation.
19.10 Effect of non-acceptance. Until Client accepts these Terms, BEIRUX has no obligation to perform any service beyond the work already paid for under any agreement formed before these Terms, and may withhold further services, support and changes until acceptance. BEIRUX is not liable for any delay, loss or interruption resulting from Client's failure or refusal to accept these Terms. This applies whatever the reason for non-acceptance, including a refusal to sign or accept written agreements as is customary in professional dealings, or a refusal without reasonable cause, and such a refusal does not oblige BEIRUX to perform any further service on other terms. In that event, either party may end the relationship in good faith, and BEIRUX will, on Client's request, hand over the Deliverables Client has paid for in full, together with Client Data, as provided in Section 13.4.
20. Good Faith and Professional Conduct
20.1 Each party will deal with the other honestly and in good faith, and will not use pressure, misrepresentation or threats to obtain services, payment or concessions that these Terms do not provide.
20.2 BEIRUX will not act maliciously toward Client. In particular, BEIRUX will not withhold Client Data or disable Client's systems as leverage, during the relationship or at its end, except as Section 7.4 permits for Deliverables not yet paid for.
20.3 If Client asks BEIRUX to act unlawfully, seeks to obtain work outside the process these Terms provide, or engages in persistent abusive, threatening or deceptive conduct, BEIRUX may decline the request and may end these Terms on written notice. In that event BEIRUX will separate cleanly, as provided in Section 13.4.
