Terms Of Service

Last updated: February 22, 2026

Terms of Service

Last updated: February 22, 2026

These Terms of Service (“Terms”) govern your use of the services provided by Brainware Partners LLC (“we”, “us”, “our”, or “Brainware Partners”), including consulting, advisory, sales/operations/messaging/technology implementation, audits, roadmaps, fractional leadership, content creation, website redesign, and related services (collectively, the “Services”). By engaging our Services or accessing our website (brainwarepartners.com), you agree to be bound by these Terms. If you do not agree, do not use our Services.

1. Services

We provide professional consulting and implementation services to small and medium-sized businesses. Services are delivered on a fixed-price or custom-quoted basis as outlined in the applicable proposal, statement of work, or invoice (“SOW”). We will perform Services in a professional and workmanlike manner consistent with industry standards. You agree to provide us with reasonable access to information, personnel, and systems necessary to perform the Services.

2. Payment

Fees are stated in the SOW or invoice. Unless otherwise agreed:

  • Fixed-price projects: 50% deposit upfront, 50% upon completion (or as specified).
  • Monthly/retainer services: Billed monthly in advance.
  • Expenses: Client reimburses pre-approved out-of-pocket expenses.

Payments are due within [10–15] days of invoice. Late payments accrue interest at 1.5% per month or the maximum allowed by law. We may suspend Services for non-payment.

3. Intellectual Property

We retain ownership of all pre-existing materials, methodologies, templates, and tools (“Our IP”). Upon full payment, you receive a non-exclusive, perpetual license to use deliverables specifically created for you under the SOW. You grant us a license to use your materials solely to provide the Services. You represent that you have all rights to provide such materials to us.

4. Confidentiality

Each party agrees to keep confidential the other’s non-public business information disclosed during the engagement and to use it only to perform or receive the Services. This obligation survives termination for [3 years].

5. Warranties & Disclaimers

We warrant that Services will be performed in a professional manner. EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY ARISING FROM THE SERVICES WILL NOT EXCEED THE FEES PAID BY YOU UNDER THE APPLICABLE SOW IN THE [12] MONTHS PRECEDING THE CLAIM.

7. Termination

Either party may terminate for material breach with [10] days’ written notice if the breach is not cured. Upon termination, you pay all fees for Services rendered up to termination.

8. Governing Law

These Terms are governed by the laws of the State of [Your State, e.g., Delaware or Texas], without regard to conflict of law principles. Disputes will be resolved in [City, State] courts.

9. Miscellaneous

These Terms constitute the entire agreement and supersede prior understandings. No waiver is effective unless in writing. If any provision is unenforceable, the remainder remains in effect.

Contact: For questions about these Terms, contact us at [your email, e.g., legal@brainwarepartners.com].