Welcome to BPF Enterprise LLC. These Terms of Service ("Terms") govern your access to and use of our website at https://www.bpfenterpr.shop (the "Site"), as well as any proposal, statement of work, or engagement letter through which you engage our computer systems design, integration, cloud, data, cybersecurity, or managed IT services (collectively, the "Services").
By accessing our Site, requesting a consultation, submitting a contact form, or signing an engagement letter with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.
If you do not agree with any part of these Terms, you must not access our Site or engage our Services. We may revise these Terms from time to time in accordance with Section 15, and your continued use of the Site or Services after any revision constitutes acceptance of the updated Terms.
Any separate engagement letter, statement of work, or service agreement signed between you and BPF Enterprise LLC will govern the specific Services being delivered. In the event of a conflict between these Terms and a signed engagement letter, the signed engagement letter prevails with respect to the specific Services it covers.
The following terms have the meanings set out below when used in these Terms:
BPF Enterprise LLC provides computer systems design and related services to professional, scientific, and technical organizations. Our service lines include systems architecture, systems integration, cloud solutions, data and analytics, cybersecurity, and managed IT operations. The specific Services to be provided to you, together with the scope, schedule, fees, and acceptance criteria, will be set out in an Engagement Letter.
We will perform the Services with reasonable skill and care consistent with industry standards for computer systems design and integration firms. We will use commercially reasonable efforts to meet any agreed timelines, but dates in proposals and Engagement Letters are estimates based on assumptions about scope, resource availability, and your timely provision of information and access. We are not liable for delays caused by factors outside our reasonable control, including your failure to provide required inputs.
You agree to provide us with timely access to the personnel, systems, data, and documentation reasonably required for us to perform the Services. You also agree to designate a primary point of contact who is authorized to make decisions and approve deliverables on your behalf. Delays caused by your failure to provide access or approvals may result in schedule adjustments and additional fees.
We may engage subcontractors to perform portions of the Services, provided that we remain responsible for their work and for ensuring they comply with the confidentiality and security obligations in these Terms and in any signed Engagement Letter.
All intellectual property rights in our Site, including its design, text, graphics, logos, and code, are owned by BPF Enterprise LLC or its licensors and are protected by United States and international intellectual property laws. You may view and download content from our Site for your own personal, non-commercial use, provided that you do not modify the content and retain all copyright and other proprietary notices.
Unless otherwise agreed in an Engagement Letter, intellectual property rights in Deliverables created specifically for you will be assigned to you upon full payment of all fees due under the Engagement Letter. We retain ownership of any pre-existing materials, tools, frameworks, methodologies, and know-how that we bring to the engagement or that are developed independently of it, and we grant you a non-exclusive, perpetual, royalty-free license to use such materials as incorporated into the Deliverables.
You retain all intellectual property rights in User Content that you provide to us. By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, copy, and process the User Content solely for the purpose of delivering the Services to you and operating our business, including for backup, security, and compliance purposes.
You represent and warrant that any User Content you provide to us does not infringe the intellectual property rights or other rights of any third party, and that you have all necessary rights and consents to share that content with us for the purposes of the engagement.
Fees for Services will be set out in the applicable Engagement Letter. Unless otherwise stated, fees are quoted in United States dollars and are exclusive of applicable taxes, which you are responsible for paying. We may invoice you in advance, in arrears, or on a milestone basis as specified in the Engagement Letter.
Invoices are due within thirty (30) days of the invoice date, unless a different term is specified in the Engagement Letter. Overdue amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. We may suspend Services if an invoice remains unpaid for more than fifteen (15) days past its due date, after providing you with written notice and a reasonable opportunity to cure.
If you dispute an invoice, you must notify us in writing within fifteen (15) days of receiving it. Undisputed amounts remain payable on schedule. We will work with you in good faith to resolve any disputed amount promptly. If we determine that an invoice was incorrect, we will issue a credit or refund as appropriate.
For time-and-materials engagements, we will provide estimates of effort but actual fees will be based on the hours worked at the agreed rates. For fixed-fee engagements, any change to the agreed scope will be handled through a change order that documents the additional work and any associated fees. Expenses reasonably incurred in delivering the Services, such as travel, will be billed at cost unless otherwise stated.
Each party agrees to keep confidential all non-public information it receives from the other party, including business plans, technical specifications, system configurations, security practices, pricing, and any information marked or reasonably understood to be confidential. We will protect your confidential information with at least the same degree of care we use to protect our own confidential information, and in no event less than a reasonable standard of care.
We will use your confidential information only for the purpose of delivering the Services to you and operating our business in connection with that engagement. We will limit access to your confidential information to those of our personnel and subcontractors who need it to perform the Services, and who are bound by confidentiality obligations at least as protective as those in these Terms.
The obligations in this Section do not apply to information that is or becomes publicly available through no breach of these Terms, was known to the receiving party before disclosure, is independently developed without reference to the confidential information, or is required to be disclosed by law, regulation, or court order, provided that the receiving party gives reasonable notice where legally permitted.
Upon termination of an engagement, each party will return or destroy the other party's confidential information, except that we may retain copies in secure backup systems for the period necessary to comply with our legal and regulatory obligations. Confidentiality obligations survive termination of any engagement and of these Terms.
We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices for computer systems design and integration firms. If you believe the Services do not meet this warranty, you must notify us in writing within thirty (30) days of delivery of the affected Deliverable, and we will, at our option, re-perform the affected Services or refund the fees paid for them.
The warranty in this Section is your sole and exclusive remedy for breach of the Services warranty, and is conditional on your providing us with reasonable access to the affected Deliverable and on your having paid all fees due under the Engagement Letter.
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR IN AN ENGAGEMENT LETTER, WE PROVIDE THE SITE AND THE SERVICES "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DELIVERABLE WILL MEET YOUR BUSINESS REQUIREMENTS OR OPERATE IN COMBINATIONS YOU MAY SELECT.
Any statements about the Services on our Site or in marketing materials are general descriptions and do not constitute warranties. Only the warranties expressly set out in these Terms or in a signed Engagement Letter are binding on us.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BPF ENTERPRISE LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE ENGAGEMENT LETTER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000) FOR CLAIMS ARISING FROM USE OF THE SITE OUTSIDE OF ANY ENGAGEMENT.
THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
You acknowledge that the fees charged for the Services reflect the allocation of risk set out in these Terms, and that the limitations in this Section are an essential basis of the bargain between us. You are responsible for maintaining appropriate insurance to cover risks specific to your business, including risks that may arise from the use of the Services.
You agree to indemnify, defend, and hold harmless BPF Enterprise LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your User Content, including any allegation that it infringes a third party's rights; (b) your breach of these Terms or of any Engagement Letter; (c) your misuse of the Site or the Services; or (d) your violation of applicable law.
We will notify you promptly of any claim for which indemnification is sought, give you reasonable control of the defense and settlement of the claim (provided that we may participate with counsel of our choosing at our expense), and cooperate reasonably with you in the defense. You may not settle any claim in a manner that imposes obligations on us without our prior written consent.
We will, at our expense, defend you against any third-party claim that the Deliverables infringe a United States patent, copyright, or trade secret, and will pay damages awarded against you by a court of competent jurisdiction, or amounts payable in a settlement we approve, provided that we receive prompt notice of the claim and reasonable assistance in the defense. Our obligations under this paragraph are subject to the limitations in Section 8 and do not apply to claims arising from modifications you make to the Deliverables, combinations with third-party materials, or use of the Deliverables outside the scope of the Engagement Letter.
These Terms take effect when you first access the Site or engage our Services and continue until terminated. An Engagement Letter will specify its own term and termination provisions. If the Engagement Letter does not specify termination provisions, either party may terminate the engagement for convenience on thirty (30) days' written notice, and either party may terminate for cause if the other party materially breaches the Engagement Letter and fails to cure the breach within thirty (30) days of written notice.
Either party may terminate an engagement immediately on written notice if the other party becomes insolvent, files for bankruptcy, or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days. We may also suspend or terminate access to the Site immediately if you breach these Terms or if we reasonably believe you are using the Site in a manner that could harm us or others.
Upon termination of an engagement, you will pay all fees due for Services performed up to the effective date of termination, including for any Deliverables substantially completed. We will deliver to you any Deliverables that are substantially complete and will cooperate with you in transitioning the work to you or to another provider. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, governing law, and dispute resolution survive termination.
Termination of an engagement does not affect any rights or obligations that accrued before the effective date of termination, and does not relieve you of the obligation to pay fees for Services already performed.
These Terms and any dispute arising out of or related to them, the Site, or the Services will be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through negotiation between senior representatives of each party within thirty (30) days of written notice of the dispute. If the dispute is not resolved through negotiation, the parties may, by mutual agreement, submit the dispute to non-binding mediation administered by a mutually agreed mediator.
Any dispute that is not resolved through negotiation or mediation will be submitted to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, United States, and each party submits to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information without first exhausting the negotiation or mediation steps above.
If any provision of this Section is held unenforceable, the remaining provisions will continue in full force and effect.
You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use of the Site. You will not, in connection with your use of the Site or the Services:
We may suspend or terminate your access to the Site at any time, without notice, if we believe you have violated these conduct rules or for any other reason we consider appropriate. We may also report any conduct we believe violates applicable law to the relevant authorities.
Our Site may contain links to third-party websites and references to third-party products and services, including cloud providers, development tools, and professional resources. These links and references are provided for convenience only and do not constitute an endorsement of, or affiliation with, the third party.
We are not responsible for the content, accuracy, or practices of any third-party website, and your use of any third-party website is at your own risk and subject to that website's terms and policies. We are also not responsible for any third-party products or services that you may use in connection with the Services, except to the extent we are contractually responsible for them under an Engagement Letter.
Where the Services involve integration with third-party products or services, we will use commercially reasonable efforts to implement the integration as specified, but we do not warrant the continued availability, functionality, or compatibility of any third-party product or service. Any warranties provided by the third party are the responsibility of that third party.
Neither party will be liable for any failure or delay in performing its obligations under these Terms or any Engagement Letter to the extent that the failure or delay is caused by an event beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, power outages, and failures of third-party providers not selected by the affected party.
The affected party will give prompt notice of the force majeure event, will use commercially reasonable efforts to mitigate its effects, and will resume performance as soon as reasonably practicable after the event ends. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement on written notice, in which case you will pay for Services performed up to the date of termination.
Force majeure does not excuse your obligation to pay fees for Services already performed, or any obligation to maintain the confidentiality of the other party's information.
These Terms, together with any Engagement Letter you sign with us, constitute the entire agreement between you and BPF Enterprise LLC with respect to the Site and the Services, and supersede all prior or contemporaneous communications, proposals, and understandings, whether written or oral, on the same subject.
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, will be severed from these Terms, and the remaining provisions will continue in full force and effect.
No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party, and no failure or delay in exercising any right will constitute a waiver of that right. These Terms do not create any third-party beneficiary rights.
We may assign these Terms and any Engagement Letter to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets. You may not assign these Terms or any Engagement Letter without our prior written consent, and any purported assignment without consent is void. These Terms bind and benefit the parties and their permitted successors and assigns.
If you have any questions about these Terms, or if you would like to discuss an engagement, please contact us using the details below:
By accessing our Site or engaging our Services, you confirm that you have read these Terms, understand them, and agree to be bound by them. We look forward to working with you.