LEGAL

Terms of Service

Last updated: October 8, 2026 · Effective: October 1, 2026

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1. Acceptance of Terms

These Terms of Service (“Terms”) govern the relationship between Caelum Mountain LLC, a New Mexico limited liability company (“Company,” “we,” or “us”), and the client (“Client,” or “you”) for all B2B IT consulting, custom software development, and cloud architecture services (the “Services”). By engaging the Company, you accept these Terms. Any conflicting purchase order terms are expressly rejected unless agreed in writing and signed by both parties.

2. Description of Services

Services are described in each engagement’s written Statement of Work (SOW), which incorporates these Terms. The Company performs Services in a professional and workmanlike manner, consistent with industry standards. Typical fixed-scope delivery is 2–4 weeks from a signed SOW, depending on scope.

3. Fees, Invoicing & Payment

  • All projects are scoped individually with clear milestone deliverables prior to invoicing.
  • Fixed-scope projects start at $2,500 (enterprise engagements from $15,000). A 50% deposit is due upfront, before any work commences; the balance is invoiced per accepted milestone.
  • The Monthly IT Retainer is $1,500/month (up to 20 development hours, maintenance, and cloud management), billed in advance.
  • Consulting is billed at $85/hour in one-hour increments, monthly in arrears.
  • Invoices are payable Net-15 via ACH/wire, business check, or PayPal/Stripe payment link. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
  • Payment processing. Payments made via PayPal or Stripe payment links are processed by those third-party providers under their own terms and privacy policies. The Company does not store payment card data. Chargebacks or payment disputes are handled per the processor’s procedures; the Company reserves the right to suspend Services on any unpaid or disputed invoice until resolved.
  • Fees are exclusive of taxes; Client is responsible for applicable taxes. Third-party costs (cloud hosting, licenses) are billed at cost.

4. Client Responsibilities

Client will provide timely access to personnel, systems, credentials, and materials reasonably required for the Services; designate a single point of contact; and review and accept or reject each milestone deliverable within the review window stated in the SOW.

5. Intellectual Property

  • Upon receipt of full and final payment for the applicable deliverables, all right, title, and interest in those deliverables (including source code, documentation, and related IP) transfer to the Client.
  • The Company retains all right, title, and interest in its pre-existing tools, frameworks, libraries, and know-how (“Company IP”), and grants Client a perpetual, irrevocable, royalty-free license to use Company IP embedded in the deliverables.
  • Open-source components are provided under their respective third-party licenses, which are disclosed in the SOW.
  • Client retains ownership of its own materials, data, and intellectual property provided to the Company.

6. Confidentiality

Each party agrees to hold the other party’s Confidential Information in strict confidence, use it solely to perform under these Terms, and not disclose it to third parties except as required by law or to personnel under a duty of confidentiality. These obligations survive for three (3) years after termination. We are happy to execute a mutual NDA before any confidential information is exchanged.

7. Warranties & Disclaimers

The Company warrants that Services will be performed in a professional manner and that deliverables will materially conform to the accepted SOW for 30 days after final delivery. EXCEPT AS STATED, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Company does not warrant that deliverables will achieve specific business outcomes.

8. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE COMPANY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

Each party will indemnify and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or breach of these Terms, including any breach of the confidentiality obligations above.

10. Term & Termination

These Terms remain in effect for the duration of each SOW. Either party may terminate an SOW with 30 days’ written notice. Upon termination, Client pays for all completed milestones and expenses incurred through the termination date. Sections 5–9 survive termination.

11. Refunds

Refunds are governed exclusively by our Refund Policy, which is incorporated into these Terms.

12. Governing Law & Venue

These Terms are governed by the laws of the State of New Mexico, without regard to conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in Bernalillo County, New Mexico, and each party consents to the personal jurisdiction of those courts.

13. Electronic Communications

Communications by email or through this website satisfy any requirement for written notice. Electronic signatures are valid and binding.

14. Entire Agreement & Amendments

These Terms, together with each SOW, constitute the entire agreement between the parties. Amendments are valid only in writing and signed by both parties.

15. Contact

Caelum Mountain LLC
1209 MOUNTAIN ROAD PL NE, STE R
ALBUQUERQUE, NM 87110, United States
info@caelummountain.online