Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and TIBLOGICS LLC ("TIBLOGICS", "we", "us", or "our"), governing your access to and use of the TIBLOGICS website at tiblogics.com (the "Site") and all related services, products, tools, consultations, and deliverables (collectively, the "Services").

By accessing the Site, submitting an inquiry, booking a consultation, making a payment, or engaging TIBLOGICS for any service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use our Site or Services.

These Terms apply to all visitors, prospects, clients, and users of our Site and Services. Additional project-specific terms may apply and will be set out in a separate Statement of Work (SOW) or Service Agreement executed between the parties.

1. Services

1.1 Scope of Services

TIBLOGICS provides AI implementation, workflow automation, software development, digital strategy, consulting, training, and related technology services. The specific scope, timeline, deliverables, and fees for any engagement are defined in a mutually executed Statement of Work, proposal, or service agreement ("SOW").

1.2 Consultations and Bookings

Free discovery calls and paid consultations may be booked through our Site. Bookings are subject to availability and confirmation by TIBLOGICS. We reserve the right to decline any booking at our sole discretion.

1.3 Modifications to Services

TIBLOGICS reserves the right to modify, suspend, or discontinue any feature of the Site or Services at any time with or without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.

1.4 AI-Powered Features

Our Site includes AI-powered tools and assistants. These features are provided for informational and convenience purposes only. Outputs generated by AI are not guaranteed to be accurate, complete, or suitable for any particular purpose. You should independently verify any AI-generated content before relying on it for business or legal decisions.

2. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for the delivery of Services
• Make timely payments as agreed in the applicable SOW or payment schedule
• Promptly review and provide feedback on deliverables within agreed timeframes
• Ensure you have all necessary rights, licences, and permissions for any materials, data, or content you provide to TIBLOGICS
• Comply with all applicable laws and regulations in connection with your use of the Services
• Not use the Services for any unlawful, fraudulent, harmful, or abusive purpose
• Not attempt to reverse-engineer, copy, or misappropriate any TIBLOGICS proprietary methods, tools, or systems

Failure to meet these responsibilities may result in project delays, additional fees, or termination of Services. TIBLOGICS will not be liable for delays or failures caused by your failure to fulfil these obligations.

3. Fees, Payments, and Refunds

3.1 Fees

Fees for Services are set out in the applicable SOW, proposal, or booking confirmation. All fees are stated in US Dollars (USD) unless otherwise specified. TIBLOGICS reserves the right to adjust pricing with reasonable notice for new or renewed engagements.

3.2 Payment Terms

Unless otherwise agreed in writing, payment terms are as follows:

• Consultations and one-time services: payment in full at the time of booking
• Project-based engagements: 50% deposit upon agreement, remainder due upon project completion or as specified in the SOW
• Retainer engagements: payment due on the first of each billing cycle

Invoices not paid within 14 days of the due date are subject to a late fee of 1.5% per month (or the maximum permitted by law, whichever is lower) on the outstanding balance.

3.3 Refund Policy

Consultations: Cancellations made at least 24 hours before a scheduled consultation will receive a full refund. Cancellations made with less than 24 hours notice are non-refundable. No-shows forfeit the full consultation fee.

Project-based work: The initial deposit is non-refundable once work has commenced. If TIBLOGICS fails to deliver agreed-upon milestones through no fault of the client, TIBLOGICS will provide a pro-rated refund for work not completed.

Retainers: Retainer fees are non-refundable for the current billing period. Either party may cancel with 30 days written notice.

Digital products and courses: All sales of digital products, courses, and downloadable materials are final and non-refundable unless the product is materially defective or misrepresented.

3.4 Taxes

You are responsible for all applicable taxes, duties, and levies arising from your purchase of Services, except for taxes on TIBLOGICS's net income. If required by law, TIBLOGICS may collect and remit applicable sales tax.

4. Intellectual Property

4.1 TIBLOGICS IP

All content on this Site (including text, graphics, logos, images, code, tools, blog posts, training materials, and the overall design) is the exclusive intellectual property of TIBLOGICS LLC or its licensors and is protected by applicable copyright, trademark, and trade secret laws. Nothing in these Terms grants you any right to use TIBLOGICS's name, logo, trademarks, or proprietary materials without our prior written consent.

4.2 Deliverables Ownership

Unless expressly stated otherwise in a written SOW, upon receipt of full payment, TIBLOGICS assigns to the Client all rights, title, and interest in the final deliverables created specifically for that Client under the engagement.

TIBLOGICS retains ownership of: (a) all pre-existing TIBLOGICS tools, frameworks, libraries, and methodologies incorporated into deliverables; (b) general-purpose code and components not developed specifically for Client; and (c) any deliverables for which full payment has not been received. TIBLOGICS is granted a perpetual, non-exclusive licence to use deliverables for portfolio, case study, and promotional purposes unless the Client requests confidentiality in writing prior to project commencement.

4.3 Client Content

You retain ownership of all content, data, and materials you provide to TIBLOGICS. You grant TIBLOGICS a limited, non-exclusive licence to use your content solely for the purpose of delivering the agreed Services.

4.4 Feedback

Any feedback, suggestions, or ideas you provide about our Services may be used by TIBLOGICS without restriction or compensation to you.

5. Confidentiality

Each party agrees to keep confidential any non-public, proprietary, or sensitive information of the other party that is disclosed in connection with the Services ("Confidential Information") and not to disclose such information to third parties without prior written consent, except as required by law.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided reasonable prior notice is given.

Confidentiality obligations survive termination of any engagement for a period of three (3) years unless a separate Non-Disclosure Agreement provides otherwise.

6. Disclaimer of Warranties

Important: Please Read Carefully

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TIBLOGICS DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR YOUR USE.

Any advice, recommendations, or information provided through our Services or Site is for general informational purposes only and does not constitute legal, financial, medical, or other professional advice.

7. Limitation of Liability

Important: Please Read Carefully

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TIBLOGICS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business, or goodwill
• Business interruption or loss of anticipated savings
• Damages arising from unauthorised access to or alteration of your data
• Damages arising from reliance on AI-generated content

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TIBLOGICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, TIBLOGICS'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO TIBLOGICS IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow limitation of liability for certain types of damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

8. Indemnification

You agree to defend, indemnify, and hold harmless TIBLOGICS LLC and its officers, directors, employees, contractors, agents, affiliates, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Site or Services in violation of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Any content, data, or materials you provide to TIBLOGICS
• Your fraud, wilful misconduct, or negligence
• Any dispute between you and a third party arising from your use of the Services

9. Acceptable Use

You agree not to use the Site or Services to:

• Violate any applicable local, national, or international law or regulation
• Transmit unsolicited communications (spam) or engage in phishing
• Upload or transmit malicious code, viruses, or harmful software
• Attempt to gain unauthorised access to our systems or those of other users
• Scrape, crawl, or extract data from our Site without written permission
• Impersonate TIBLOGICS, our employees, or any other person or entity
• Engage in any activity that disrupts, degrades, or interferes with the Site
• Use our AI tools to generate harmful, illegal, or misleading content
• Circumvent or attempt to circumvent any security measures on the Site

Violation of this section may result in immediate suspension or termination of access to the Site and Services, and may be referred to appropriate law enforcement authorities.

10. Termination

Either party may terminate a service engagement upon written notice as specified in the applicable SOW. TIBLOGICS may terminate or suspend your access to the Site or Services immediately and without notice if you violate these Terms, fail to make required payments, or engage in conduct that TIBLOGICS reasonably determines is harmful to TIBLOGICS, other clients, or third parties.

Upon termination: (a) all licences granted to you under these Terms cease immediately; (b) you remain obligated to pay all fees owed for Services rendered prior to termination; (c) TIBLOGICS will retain your data as required by law and our Privacy Policy, then securely delete it; and (d) provisions of these Terms that by their nature should survive will survive, including Sections 4, 5, 6, 7, 8, 12, and 13.

11. Third-Party Services

Our Services may integrate with or depend upon third-party platforms (including but not limited to Stripe, Google, Zoom, Anthropic, Resend, and others). These third-party services have their own terms of service and privacy policies, and your use of them is governed by those terms. TIBLOGICS is not responsible for the availability, accuracy, or practices of any third-party service.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Maryland, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Informal Resolution

Before filing any formal claim, you agree to first contact TIBLOGICS at info@tiblogics.com and attempt to resolve the dispute informally. We will respond within 14 business days. If the dispute is not resolved within 30 days of your notice, either party may proceed to formal dispute resolution.

12.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Montgomery County, Maryland, USA. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST TIBLOGICS. All claims must be brought in an individual capacity only.

12.5 Exceptions

Notwithstanding the above, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property rights or Confidential Information.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable SOW, service agreement, or addendum, constitute the entire agreement between you and TIBLOGICS regarding the subject matter hereof and supersede all prior negotiations, representations, or agreements.

13.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

13.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.

13.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. TIBLOGICS may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

13.5 Force Majeure

TIBLOGICS will not be liable for any delay or failure to perform its obligations resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, or failure of third-party infrastructure or services.

13.6 Updates to These Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via the Site or email. Continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

13.7 Electronic Communications

By using our Services, you consent to receive electronic communications from TIBLOGICS. You agree that electronic communications satisfy any legal requirement that communications be in writing.

14. Contact