Terms of Service

Welcome to BH Garage. These Terms of Service constitute a legally binding agreement between you and BH Garage Door Services Inc, operating as BH Garage, with its principal office at 7443 Avenida Del Mar, Apt 2405, Boca Raton, FL 33433-4881, United States.

By accessing our website at bhgarage.autos, engaging our computer systems design services, or corresponding with our team, you agree to be bound by these Terms. If you do not agree, please do not use our services.

Definitions

For the purposes of this agreement:

• Company — BH Garage Door Services Inc, operating as BH Garage
• Client — any individual, business, or entity engaging the Company for services
• Services — computer systems design, cloud architecture, cybersecurity, custom software development, data engineering, managed IT, and any related consulting activities described in a Statement of Work
• SOW — a separately executed Statement of Work defining scope, timeline, deliverables, and pricing for a specific engagement
• Deliverables — all work product, documentation, code, configurations, and materials produced under an SOW
• Confidential Information — any non-public information disclosed by either party, in any form, that is designated as confidential or that a reasonable person would understand to be confidential

Scope of Services

BH Garage provides professional computer-systems design and related technology services as further defined in each SOW. The specific activities, milestones, acceptance criteria, acceptance periods, and pricing for a given engagement will be set forth in the applicable SOW.

Services may include but are not limited to:

• Systems architecture design and consulting
• Cloud infrastructure engineering and migration
• Cybersecurity assessment, implementation, and monitoring
• Custom software application development
• Data pipeline, warehousing, and analytics engineering
• Managed IT support and ongoing operational oversight

Any services not expressly described in an active SOW are outside the scope of the engagement and require a separate written agreement.

Client Responsibilities

The Client agrees to:

• Designate a primary point of contact with authority to make project decisions
• Provide timely access to systems, documentation, personnel, and accounts necessary for the Company to perform Services
• Review and provide feedback on Deliverables within the acceptance window stated in the SOW (defaults to 10 business days if unspecified)
• Ensure that Client-provided materials — code, data, credentials, designs — do not infringe third-party intellectual property rights
• Maintain current backups of all systems and data before and during our engagement

Delays caused by the Client's failure to meet these responsibilities may extend timelines and result in additional fees at our standard hourly rates.

Fees, Payment, and Taxes

• Fees — as set forth in each SOW. Unless otherwise stated, fees are quoted in United States dollars.
• Invoicing — fixed-fee engagements are invoiced monthly or at milestone completion; time-and-materials engagements invoiced bi-weekly.
• Payment terms — net 15 days from invoice date unless a different term is specified.
• Late payment — undisputed invoices not paid within 30 days accrue interest at 1.5 percent per month, or the maximum rate permitted by Florida law, whichever is lower.
• Taxes — fees exclude all applicable sales, use, VAT, or similar taxes. Client is responsible for all taxes arising from the Services, except taxes on the Company's net income.
• Expense reimbursement — pre-approved travel, licensing, and third-party service costs are billed at cost plus 5 percent administrative overhead.

Intellectual Property

5.1 Pre-existing IP

Each party retains all right, title, and interest in its pre-existing intellectual property. The Company's pre-existing tools, libraries, frameworks, and methodologies — including any improvements made during an engagement — remain the exclusive property of the Company.

5.2 Project Deliverables

Upon receipt of full payment for an engagement, the Company assigns to the Client all right, title, and interest in the custom Deliverables created under the applicable SOW, subject to the following:

• The Company retains a perpetual, royalty-free, non-exclusive license to use general knowledge, skills, experience, ideas, and techniques acquired during the engagement
• The Company may use open-source or third-party components governed by their own licenses; a complete list of such components and their licenses is delivered with the final project handoff
• Any code or configuration publicly contributed by the Client to open-source projects under the Company's guidance is governed by the applicable open-source license

Confidentiality

Both parties agree to protect each other's Confidential Information using at least the same degree of care they use to protect their own confidential information, but no less than reasonable care. Confidential Information will not be disclosed to third parties except to employees and contractors who have a need to know and are bound by written confidentiality agreements.

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 prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt advance notice to the disclosing party.

Obligations under this section survive termination for a period of three years, or indefinitely for trade secrets as defined under Florida law.

Data Protection

The Company processes personal data on behalf of the Client solely for the purpose of delivering Services. The parties agree to comply with applicable data-protection laws, including the Florida Digital Commerce Act and, where applicable, the California Consumer Privacy Act. A data-processing addendum may be appended to an SOW where required.

Warranties and Disclaimers

The Company warrants that all Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days following delivery of a milestone, the Company will correct any material, reproducible nonconformity in Deliverables reported in writing during that period at no additional cost.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — arising out of or related to an engagement, regardless of the theory of liability and even if advised of the possibility of such damages.

The Company's total aggregate liability for any claim arising out of or related to an SOW is limited to the total fees actually paid by the Client under that SOW in the twelve months preceding the event giving rise to the claim. These limitations do not apply to: (a) a party's breach of its confidentiality obligations; (b) the Company's indemnification obligations under Section 10; or (c) liability that cannot be limited under applicable law.

Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company from any third-party claims, damages, and expenses arising from: (a) the Client's breach of these Terms; (b) Client-provided materials that infringe third-party intellectual property; or (c) the Client's use of Deliverables in violation of applicable law.

The Company agrees to indemnify the Client against third-party claims that the Company's custom Deliverables, when used as intended under the SOW, infringe a U.S. patent, copyright, or trade secret, provided the Client gives prompt notice, sole control of defense, and reasonable cooperation.

Term and Termination

• Term — these Terms remain in effect for as long as you use our website or engage our Services
• Termination for convenience — either party may terminate an SOW with 30 days written notice
• Termination for cause — either party may terminate immediately if the other commits a material breach and fails to cure within 15 days of written notice
• Effect of termination — the Company will deliver all completed and in-progress Deliverables and the Client will pay for all Services performed through the effective termination date, plus any documented, non-cancellable third-party costs

Sections 5, 6, 8, 9, 10, 12, and 13 survive termination of these Terms.

Website Use

The content on our website — including copy, imagery, case studies, and documentation — is provided for informational purposes only. You agree not to:

• Copy, distribute, or create derivative works without prior written consent
• Attempt to gain unauthorized access to any systems or networks connected to our website
• Transmit any malicious code, viruses, or automated scraping tools through or to the site
• Imply an endorsement or affiliation with the Company without authorization

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising under these Terms will first be submitted to good-faith negotiation between senior executives of both parties. If not resolved within 30 days, the dispute will be submitted to binding arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association. Each party bears its own legal fees unless the arbitrator directs otherwise.

Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control — including natural disasters, pandemics, government actions, internet outages, or third-party service interruptions — provided the affected party notifies the other promptly and resumes performance as soon as practicable.

General Provisions

• Entire agreement — these Terms, together with any active SOWs, constitute the entire agreement and supersede all prior negotiations or representations
• Amendments — amendments must be in writing and signed by both parties
• Waiver — failure to enforce any provision does not constitute a waiver of future enforcement
• Severability — if any provision is held invalid, the remaining provisions continue in full effect
• Assignment — neither party may assign this agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets
• Notices — formal notices must be sent by email and confirmed by certified mail to the addresses on file

Contact Information