These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Rachvale Ventures LLC ("Company," "we," "us," or "our"), a Texas limited liability company, governing your access to and use of the rachvaleventures.com website (the "Site") and all IT consulting, computer systems design, and related professional services we provide (collectively, the "Services"). By accessing the Site or engaging our Services, you agree to be bound by these Terms in their entirety.
1. Acceptance of Terms
By accessing or using our Site, requesting a consultation, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree with any part of these Terms, you must discontinue use of the Site and Services immediately.
2. Services Description
Rachvale Ventures LLC provides computer systems design and IT consulting services (NAICS 541512), including but not limited to:
- Custom software development, including web applications, APIs, and system integrations
- IT infrastructure design, planning, and implementation
- Cloud migration, architecture, and DevOps consulting
- Cybersecurity assessments, compliance consulting, and managed security services
- Data analytics, business intelligence, and reporting solutions
- Managed IT services and ongoing technical support
The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work ("SOW") or Service Agreement executed by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall control with respect to that particular engagement.
3. Client Responsibilities
To ensure the successful delivery of our Services, you agree to:
- Provide accurate, complete, and timely information, data, and access credentials necessary for us to perform the Services
- Designate a primary point of contact authorized to make decisions and provide approvals on your behalf
- Review and provide feedback on deliverables within the timeframes specified in the applicable SOW
- Maintain appropriate backups of your data and systems prior to any work being performed
- Ensure that any materials, content, or software you provide to us do not infringe upon the intellectual property rights of any third party
- Comply with all applicable laws, regulations, and industry standards related to your business operations
- Refrain from using the Site or Services for any unlawful, harmful, or fraudulent purpose
Delays or failures in meeting your obligations may result in adjusted timelines, additional costs, or suspension of Services, as determined in our reasonable discretion.
4. Payment Terms
Fees for our Services are set forth in the applicable SOW or Service Agreement. Unless otherwise specified:
- Invoices are issued upon completion of agreed milestones or on a monthly basis for ongoing engagements
- Payment is due within thirty (30) days of the invoice date unless otherwise specified in the SOW
- All fees are quoted and payable in U.S. Dollars (USD)
- Late payments will incur interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on any outstanding balance past due
- You are responsible for all applicable taxes, duties, and government-imposed fees associated with the Services, excluding taxes based on our net income
- We reserve the right to suspend Services upon fifteen (15) days' written notice of non-payment
Any disputes regarding invoices must be raised in writing within fifteen (15) days of the invoice date. Undisputed portions remain due per the original payment terms.
5. Intellectual Property
Client Materials
You retain all rights, title, and interest in and to any data, content, trademarks, and proprietary materials you provide to us in connection with the Services ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.
Deliverables
Subject to full payment of all applicable fees, we assign to you all rights, title, and interest in custom deliverables specifically created for you under a SOW ("Custom Deliverables"), unless otherwise agreed in writing.
Pre-Existing and Reusable Materials
We retain all rights to our pre-existing intellectual property, tools, frameworks, methodologies, templates, and general knowledge developed before or independently of any engagement ("Company IP"). To the extent Company IP is incorporated into any Custom Deliverable, we grant you a perpetual, non-exclusive, royalty-free license to use such Company IP solely as part of the delivered solution.
Open Source
Where open-source software is incorporated into a deliverable, it remains subject to its original open-source license. We will disclose any open-source components used upon request.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- IN NO EVENT SHALL RACHVALE VENTURES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY
- OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM
- THE SERVICES ARE PROVIDED "AS IS" WITH RESPECT TO THE SITE AND ANY FREE RESOURCES. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED SOW
These limitations apply even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
7. Confidentiality
During the course of any engagement, both parties may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to:
- Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the disclosing party
- Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms or the applicable SOW
- Take reasonable measures to protect Confidential Information, using at least the same degree of care used to protect its own confidential information of a similar nature
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party where legally permissible.
Confidentiality obligations survive for a period of three (3) years following the termination or expiration of the applicable engagement.
8. Warranties and Disclaimers
We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any deliverable fails to materially conform to the specifications set forth in the applicable SOW, your exclusive remedy is for us to re-perform the non-conforming Services at no additional cost, provided you notify us in writing within thirty (30) days of delivery.
Except as expressly stated above, we disclaim all other warranties, whether express, implied, or statutory, to the fullest extent permitted by law.
9. Indemnification
You agree to indemnify, defend, and hold harmless Rachvale Ventures LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Services in violation of applicable law; or (c) any claim that Client Materials infringe or misappropriate the intellectual property rights of a third party.
10. Termination
Either party may terminate an engagement as follows:
- For Convenience: Either party may terminate an SOW or ongoing engagement by providing thirty (30) days' written notice to the other party
- For Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or an applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice of the breach
- Non-Payment: We may suspend or terminate Services if payment is more than thirty (30) days past due
Upon termination, you shall pay for all Services rendered and expenses incurred through the effective date of termination. We will deliver all completed and in-progress Custom Deliverables upon receipt of all outstanding payments. Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.
11. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or labor disputes. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact of such event.
12. Governing Law and Dispute Resolution
These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Harris County, Texas, and both parties hereby consent to the personal jurisdiction and venue of such courts.
Prior to initiating any formal legal proceedings, both parties agree to engage in good-faith negotiations for a period of at least thirty (30) days following written notice of a dispute. If the dispute is not resolved through negotiation, either party may pursue available legal remedies.
13. General Provisions
- Entire Agreement: These Terms, together with any applicable SOW, Privacy Policy, and other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements
- Amendments: We reserve the right to modify these Terms at any time. Material changes will be communicated via the Site or by email. Continued use of the Site or Services after such changes constitutes acceptance
- Severability: If any provision of these Terms is found to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect
- Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision
- Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets
- Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship
14. Contact Information
If you have any questions regarding these Terms or wish to discuss a potential engagement, please contact us at:
Rachvale Ventures LLC
610 Rochvale Ln
Houston, TX 77036
Email: info@rachvaleventures.com
Phone: (713) 855-5940