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Effective Date: 1-Jan-2025
Welcome to Black Badger! These Terms of Service (“Terms”) govern your access to and use of services provided by Black Badger Enterprises, LLC, doing business as Black Badger Software Solutions (the “Developer,” “we,” “us,” or “our”). By accessing or using our website, consulting services, or any related offerings (collectively, the “Services”), you (the “Client” or “you”) agree to be bound by these Terms. If you do not agree, you may not access or use the Services.
1.1 Project Execution We provide consulting and development work (“Projects”) according to an outlined set of steps, milestones, estimated hours, and good-faith timeframes for completion. While we will make commercially reasonable efforts to meet proposed timelines, time is not of the essence, and all dates and schedules are estimates—not guarantees of completion.
2.1 Timely Response & Cooperation
You agree to respond promptly to our inquiries, provide required approvals, and supply requested materials. Delays caused by your unresponsiveness can affect timeframes and may result in additional fees at our then-current hourly rate.
2.2 Access Credentials
You must provide accurate, up-to-date, and fully privileged login credentials for any system or platform we need to develop or support. We are not responsible for missed timelines or additional costs if credentials are incomplete, inactive, or unusable.
2.3 Downtime & Third-Party Software
Our Services often rely on third-party platforms, and we are not responsible for any downtime, shortcomings, or malfunctions of such external software. Time spent addressing these issues is still billable as outlined in Section 5 below.
3.1 Hosting & API Fees
Unless otherwise stated, you are responsible for any hosting fees, API usage fees, or external service fees required by third-party platforms.
3.2 Use of Developer’s Work
You waive any right to publish or sell Developer-provided code or custom applications in any software marketplace without our express permission.
3.3 Services Not Offered
Unless specifically agreed in writing, we do not:
4.1 Project Fees & Estimates
All project or hourly rate fees will be communicated upfront. Any estimate for consulting or system design is an approximation. Scope changes, evolving requirements, or new information can alter these estimates.
4.2 Deposit & Invoicing
A non-refundable deposit is required according to the pricing outlined in our proposals or statements of work.
Unless specified otherwise, invoices are sent bi-monthly (1st and 16th) with Net 7 payment terms.
Late or unpaid invoices may result in a pause of the project; resuming work could incur additional costs or re-start fees (see Section 9).
4.3 Rate Changes
We may adjust our standard hourly rate with 90 days’ written notice. If you do not accept the new rate, you may terminate (owing any outstanding fees for services rendered). Non-response or continued use of our Services will be deemed acceptance of the new rate.
4.4 Cancellations & No-Refund Policy
All payments—including deposits, milestone payments, or hourly charges—are non-refundable, except as required by law. If you cancel a project before completion, any fees already paid remain with us, and you remain responsible for any unpaid balances covering work performed up to cancellation.
5.1 Written Approval
Any modification or addition to the agreed-upon scope must be documented in writing (e.g., email).
5.2 Impact on Timeline & Fees
We will provide a revised estimate or schedule before proceeding with change requests. Your acceptance of the change includes acceptance of any adjusted costs and timelines.
5.3 No Implied Changes
Verbal requests are not considered authorized unless confirmed in writing. We reserve the right to refuse or delay work on changes until formally approved.
6.1 Deliverables
We strive to provide solutions aligned with our recommended best practices. If you request deviations from these best practices, any additional time or costs for fixes remain billable.
6.2 Review Period
6.3 Change of Scope
What is explicitly listed in a flat-rated proposal is included in the Services. Any new or out-of-scope requests are treated as change orders with additional fees.
If a project is paused for more than 30 calendar days due to client delay, unresponsiveness, or unpaid invoices, we may charge a re-start fee at our standard hourly rate to resume work. This fee covers time spent reorienting to the project and any resource re-allocation needed.
We are not liable for delays resulting from your failure to provide timely access, feedback, or approvals. Any resulting extra costs will be billed at our standard hourly rate.
9.1 Term
These Terms apply from the Effective Date and remain effective for as long as you use our Services or have an active project with us. A typical contract or project scope may specify a 12-month term, but these Terms will still govern any ongoing interactions or obligations.
9.2 Termination for Convenience
Either party may terminate without cause by giving 30 days’ written notice. During this period, both parties continue to perform their obligations unless otherwise agreed.
9.3 Immediate Cancellation by Client
If you cancel on zero notice, we may retain all deliverables, source code, or related materials until all hours and expenses have been paid.
9.4 Obligations Upon Termination
10.1 Prohibited Activities
We do not engage with or support businesses in the following industries (collectively, “Restricted Industries”):
10.2 Right to Refuse or Terminate
We may refuse service or immediately terminate if we discover you are involved in any Restricted Industry. In such cases, any fees paid remain non-refundable, and any unpaid amounts remain due.
11.1 Ownership of Content
Any content you provide remains your property, and we only use it as needed to deliver Services. You represent that your content does not violate the rights of any third party.
11.2 Confidential Information
Both parties shall maintain the confidentiality of any non-public, proprietary information shared during the project. We will not disclose your confidential information to third parties unless necessary for performing the Services and subject to appropriate confidentiality obligations.
11.3 Exceptions
Confidentiality obligations do not apply to information already publicly known, independently developed, rightfully received from a third party, or required by law or court order to be disclosed.
12.1 Third-Party Systems
We work only with cloud-based software or platforms unless otherwise agreed. We make no warranties about the security or performance of third-party systems. You agree to indemnify and hold us harmless for any data breaches or losses involving systems not directly controlled by us.
12.2 Storage of Data
We do not permanently store confidential data on our own servers outside of email or basic project documentation. You remain responsible for maintaining backups and adhering to any applicable data protection regulations (e.g., HIPAA, GDPR, PCI).
12.3 Regulatory Standards
If you require specific compliance (e.g., HIPAA, GDPR, PCI), you must notify us in writing before we begin work. We reserve the right to refuse or terminate work that would require us to violate data protection standards.
13.1 Ownership & License
Upon payment in full, you own the final system deliverables we create specifically for you. However, we retain a perpetual license to reuse non-confidential code snippets, techniques, or general knowledge in other projects, provided it does not disclose your confidential information without permission.
13.2 Promotional Use
You grant us the right to list your company name or logo in our portfolio or marketing materials to represent that we performed the Services for you, unless you notify us otherwise in writing.
14.1 Third-Party Software
We are not responsible for failures, updates, or changes in third-party software that may negatively affect you. You agree to indemnify us for any claims arising from such failures.
14.2 Legal Compliance
We do not guarantee that our code or systems meet PII, PCI, HIPAA, GDPR, or other legal requirements unless specifically agreed in writing.
14.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15.1 Exclusive Remedy
Your sole remedy is for us to use commercially reasonable efforts to correct any failures of the Services to conform to agreed-upon specifications, if such failures are reported within the review period.
15.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM.
Neither party is liable for delays or non-performance caused by events beyond reasonable control (e.g., acts of God, terrorism, natural disasters, governmental actions). If a force majeure event lasts more than 60 consecutive days, either party may terminate the affected project or these Terms.
We act as an independent contractor and not as your employee, partner, or agent. These Terms do not create a joint venture, partnership, or any other formal business relationship.
18.1 Entire Agreement
These Terms, along with any separate statement of work or written proposal, constitute the entire agreement between you and us regarding the Services. In the event of a conflict, these Terms shall control.
18.2 Modifications
We reserve the right to update or modify these Terms at any time. If we do, we will post the revised Terms on our website. By continuing to use our Services, you accept any changes.
18.3 Severability
If any provision in these Terms is held unenforceable, the remaining provisions remain in full effect.
18.4 No Waiver
Failure to enforce any right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision.
18.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights or delegate our obligations at our discretion.
19.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-law principles.
19.2 Arbitration
Any dispute arising out of or relating to these Terms that cannot be resolved amicably shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time. The arbitration will take place in Clearwater, Florida, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
19.3 Injunctive Relief
Notwithstanding the arbitration clause, either party may seek injunctive or equitable relief in a court to prevent irreparable harm without waiving the right to arbitration for other claims.
20. Contact Us
If you have any questions or concerns about these Terms or our Services, please contact us at:
Black Badger Software Solutions
1221 Turner St, Suite 206,
Clearwater, FL 33756
info@blackbadger.biz
By using our website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree, you must discontinue use of our Services immediately.
Last Updated: 13-Mar-25
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