Terms of Service

1. Agreement to Terms

These Terms work alongside our Privacy Policy, which describes how we collect and handle your information, and any Service Agreement you sign for specific projects. These Terms are general terms that apply to all interactions with us. Specific project terms are contained in individual Service Agreements. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement controls for that particular project.

2. Services We Provide

BittyImpact LLC provides professional web design, software development, and IT consulting services on a contract basis. Our Services are provided pursuant to individual Service Agreements that specify the scope, deliverables, timeline, and compensation for each engagement.

3. Client Responsibilities

When you engage our Services, you agree to:

• Provide accurate information: Supply truthful, complete information necessary for us to deliver Services effectively
• Timely communication: Respond to requests for information, feedback, and approvals within reasonable timeframes (typically 5 business days unless otherwise specified)
• Designated contact: Identify an authorized point of contact with decision-making authority for your project
• Content ownership: Ensure that materials you provide (text, images, data) do not infringe on third-party intellectual property rights
• Payment: Pay all invoices according to agreed terms
• Cooperation: Provide reasonable access to systems, personnel, and information necessary for project completion
• Delays caused by your failure to meet these responsibilities may result in timeline extensions or additional charges as specified in your Service Agreement

4. Intellectual Property

Your materials: You retain ownership of all content, materials, and intellectual property you provide to us. You grant us a limited license to use these materials solely to perform the contracted Services. Our work product: Unless otherwise specified in a Service Agreement, upon receipt of full payment, you will own all custom work product we create specifically for your project, including custom designs, custom code, and project-specific deliverables. Our pre-existing materials: We retain ownership of our pre-existing tools, code libraries, methodologies, frameworks, and reusable components. Where we incorporate these into your deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use them as part of the delivered work. Third-party materials: Some projects may incorporate third-party components (fonts, stock images, open-source software, plugins). Your use of these materials is subject to their respective licenses. We will inform you of any third-party license requirements that apply to your project. Portfolio rights: Unless you request otherwise in writing, we may reference our work for you in our portfolio, case studies, and marketing materials, including displaying screenshots, describing the project scope, and listing you as a client.

5. Payment Terms

Invoicing and payment: Payment terms are specified in individual Service Agreements. Unless otherwise agreed, invoices are due within 30 days of receipt. Late payments: Overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). You are responsible for reasonable collection costs, including attorney fees, incurred in collecting overdue amounts. Conditional delivery: We may withhold final deliverables and all transfers of intellectual property ownership until full payment is received. Disputed invoices: If you dispute any portion of an invoice, you must notify us in writing within 15 days of receipt, specifying the disputed amount and reason. Undisputed portions remain due according to standard terms.

6. Project Changes and Scope

Defined scope: Each project's scope is defined in the applicable Service Agreement or Statement of Work. Change requests: If you request changes beyond the original scope, we will provide a written estimate of the additional time, cost, and impact on project timeline. Changes will not be implemented until you approve the estimate in writing. Our changes: If we identify necessary changes to deliver a functional, quality result, we will notify you promptly and seek your approval before proceeding with changes that affect scope, timeline, or cost.

7. Warranties and Disclaimers

Our limited warranty: We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty is valid for 60 days following completion of each deliverable. Your sole remedy: If Services fail to meet this warranty, your exclusive remedy is to have us re-perform the deficient Services at no additional charge. If we cannot reasonably remedy the deficiency, we will refund the fees paid for the deficient portion of Services. WARRANTY DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. No guarantee of results: We do not warrant that websites will achieve specific traffic, conversion, or business results; software will be completely free of bugs or errors; services will be uninterrupted or error-free; or deliverables will meet requirements not expressly specified in the Service Agreement.

8. Limitation of Liability

LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE 12 MONTHS PRECEDING THE CLAIM. EXCLUDED DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER SUCH DAMAGES WERE FORESEEABLE. Exceptions: These limitations do not apply to: (a) your payment obligations; (b) either party's breach of confidentiality obligations; (c) either party's indemnification obligations; or (d) liability that cannot be limited under applicable law (including liability for fraud, gross negligence, or willful misconduct).

9. Indemnification

Your indemnification: You agree to indemnify, defend, and hold harmless BittyImpact LLC and its owners, employees, and contractors from any third-party claims, damages, and expenses (including reasonable attorney fees) arising from: (a) your breach of these Terms or any Service Agreement; (b) your violation of applicable law; (c) materials you provide that infringe third-party intellectual property rights; or (d) your unauthorized modification of deliverables. Our indemnification: We agree to indemnify, defend, and hold you harmless from third-party claims that deliverables we created for you infringe third-party intellectual property rights, provided you notify us promptly of any such claim and allow us to control the defense.

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of Services, including but not limited to: business strategies, financial information, customer data, technical specifications, and trade secrets. Confidential information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of confidential information; or (d) is disclosed pursuant to legal requirement (with reasonable notice to the other party where permitted). Confidentiality obligations survive termination of Services for up to 5 years.

11. Term and Termination

Term: These Terms apply to your use of our website and remain in effect for the duration of any Service Agreement. Termination for convenience: Either party may terminate a Service Agreement for convenience upon 30 days written notice (or as otherwise specified in the Service Agreement). Upon termination, you will pay for all Services performed through the termination date. Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or a Service Agreement and fails to cure such breach within 15 days of receiving written notice. Effect of termination: Upon termination, you will pay all amounts due for Services performed; we will deliver completed work product for which payment has been received; confidentiality obligations continue as specified; and provisions intended to survive (intellectual property, limitation of liability, indemnification, dispute resolution) remain in effect.

12. Dispute Resolution

Informal resolution: Before initiating formal dispute proceedings, we agree to attempt resolution through good-faith negotiation for at least 30 days following written notice of the dispute. Mediation: If negotiation fails, we agree to submit the dispute to mediation administered by a mutually agreed mediator before pursuing arbitration or litigation. Governing law: These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Jurisdiction: Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in New York, and you consent to the personal jurisdiction of such courts. Attorney fees: The prevailing party in any legal action shall be entitled to recover reasonable attorney fees and costs.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond reasonable control, including but not limited to: natural disasters, war, terrorism, government actions, labor disputes, pandemics, cyberattacks affecting critical infrastructure, third-party service provider outages, or internet infrastructure failures. The affected party shall provide prompt written notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Service Agreement without penalty.

14. Independent Contractor

BittyImpact LLC is an independent contractor. Nothing in these Terms or any Service Agreement creates an employment, agency, partnership, or joint venture relationship. We are solely responsible for our own taxes, insurance, and benefits.

15. General Provisions

Entire agreement: These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between us regarding the subject matter hereof. Amendments: We may update these Terms from time to time. Material changes will be posted on our website with an updated "Last Updated" date. Continued use of our website or Services after changes constitutes acceptance. Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect. Waiver: Failure to enforce any right under these Terms does not waive that right. Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights to a successor in a merger, acquisition, or sale of assets. Notices: Notices under these Terms shall be in writing and sent to the addresses specified in the applicable Service Agreement (or to the email address you provided when engaging our Services).

16. Contact Us

Questions about these Terms? Contact us at [Contact]