Terms of Service

1. Scope of Services

1.1 Defined by Project Agreement

The specific services Banjico will perform, the deliverables, the timeline, and the compensation are defined in a project agreement or statement of work (SOW) signed by both parties prior to commencement.

1.2 Estimate Ranges

Estimates provided through the Banjico project estimator or other preliminary communications represent ranges based on typical project complexity. They are not binding quotes. A firm, fixed quote is provided after a scoping call and documented in the project agreement.

1.3 Changes to Scope

Any changes to the agreed scope ("change orders") must be submitted in writing and approved by both parties before additional work begins. Work outside the original scope may be quoted separately.

2. Client Responsibilities

You agree to:

• Provide timely access to systems, credentials, and information necessary for Banjico to perform the agreed services
• Assign a primary point of contact capable of making decisions and approvals
• Review and provide feedback on deliverables within the timelines specified in the project agreement
• Ensure that any third-party materials, code, or content you provide do not infringe on any intellectual property rights
• Notify Banjico promptly of any changes to your systems that may affect the scope of work

Delays caused by failure to fulfill these responsibilities may result in timeline adjustments and are not considered a breach by Banjico.

3. Payment Terms

3.1 Structure

Payment structure (deposit, milestone payments, final payment) is specified in the project agreement. Standard engagements typically require a deposit before work begins, milestone payments at defined stages, and a final payment upon completion and client sign-off.

3.2 Late Payments

Payments not received within the timeframe specified in the project agreement may incur a late fee as specified therein. Banjico reserves the right to pause active work when payment obligations are past due.

3.3 Disputed Invoices

If you dispute an invoice, you must notify Banjico in writing within 10 business days of receipt. Undisputed portions of an invoice remain due on the original schedule.

4. Intellectual Property

4.1 Client Ownership

Upon receipt of final payment in full, Banjico assigns to the Client all intellectual property rights to the custom deliverables produced under the project agreement, including source code, design assets, and documentation created specifically for the Client.

4.2 Banjico Tools & Frameworks

Banjico may use proprietary tools, frameworks, or methodologies in delivering services. Ownership of pre-existing tools remains with Banjico. Where such tools are incorporated into deliverables, Banjico grants the Client a perpetual, non-exclusive license to use them as incorporated.

4.3 Third-Party Components

Deliverables may incorporate open-source software or third-party libraries, subject to their respective licenses (disclosed in project documentation). Client is responsible for compliance with those licenses after handoff.

4.4 Portfolio Rights

Unless the Client requests otherwise in writing, Banjico reserves the right to reference the fact of the engagement in its portfolio (e.g., category and type of project, without identifying details). Banjico will not disclose confidential details or client identity without explicit written consent.

5. Confidentiality

5.1 Mutual Confidentiality

Both parties agree to treat as confidential all non-public information shared in the course of the engagement, including business strategy, technical architecture, financial information, client lists, and project details ("Confidential Information").

5.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law (with prompt written notice).

5.3 Duration

Confidentiality obligations survive termination of the engagement for three (3) years.

6. Third-Party Tools Disclosure

6.1 AI-Assisted Development

Banjico uses AI-assisted development tools in the production of code and technical documentation. All AI-generated content is reviewed, tested, and validated before delivery. By engaging Banjico's services, Client acknowledges and accepts this practice. Banjico selects AI tools that do not retain or train on client code inputs.

6.2 Automated Security Scanning

For applicable projects, Banjico uses Aikido Security and similar automated platforms to perform vulnerability scanning and static code analysis. These tools process code repositories and configuration files within the agreed project scope. They do not process live customer data, payment data, or Protected Health Information unless explicitly scoped and authorized.

7. Security Engagements

7.1 Written Authorization Required

All penetration testing, vulnerability assessments, and active security testing engagements require explicit written authorization from the Client before commencement, specifying the systems in scope, the timeframe, and the permitted testing methods.

7.2 Scope Boundaries

Banjico will not test, probe, or access systems outside the explicitly authorized scope. Client is responsible for ensuring they have authority to authorize testing on all in-scope systems.

7.3 Findings Confidentiality

Security assessment findings are delivered to the Client in a written report and are confidential. Banjico will not disclose findings to any third party without written authorization from the Client.

7.4 Safe Harbor

Client grants Banjico a safe harbor from legal claims arising from authorized security testing activities performed strictly within the agreed scope and timeframe.

8. Warranty

8.1 30-Day Bug Correction

For development projects, Banjico provides a 30-day warranty following project handoff during which we will correct bugs or defects caused by our work at no additional charge. This does not cover changes made by Client or third parties after handoff, issues from Client-provided content or third-party integrations outside Banjico's scope, or new feature requests.

8.2 Security Assessments

Security assessments reflect findings at a specific point in time. A finding-free report does not guarantee that systems are free of all vulnerabilities, nor does it cover systems or configurations introduced after the assessment period.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Banjico's total liability for any claims shall not exceed the total fees paid by Client for the specific engagement giving rise to the claim.

Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits either party's liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

10. Termination

By Client

Client may terminate a project agreement with 14 days written notice. Client is responsible for payment for all work completed up to the termination date, plus any non-cancellable costs incurred on Client's behalf.

By Banjico

Banjico may terminate an engagement with written notice if Client materially breaches these Terms and fails to cure the breach within 10 business days of notice.

Effect of Termination

Upon termination, each party returns or destroys the other's Confidential Information, and Banjico delivers all completed work product to Client. Sections 4, 5, 9, and 11 survive termination.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Indiana, without regard to conflict of law provisions.

Before initiating any formal proceeding, both parties agree to attempt resolution through good-faith negotiation for 30 days. If negotiation fails, disputes shall be resolved by binding arbitration in Fort Wayne, Indiana, under AAA rules. The arbitrator's decision is final and enforceable as a court judgment.

12. General

These Terms, together with any signed project agreement, constitute the entire agreement between the parties. Banjico may update these Terms from time to time; material changes will be communicated to active clients via email. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in force.