Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Walsh Tech Logic ("we", "us", or "our"), including our website, system integration, workflow automation, technical audits, and managed support offerings. By engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1. Services Overview

Walsh Tech Logic provides hands-on technical solutions for businesses that have outgrown their current operating systems. Our core services include:

• System Integration & Overhaul: Connecting separate business tools (Sales, Accounting, Inventory) into one cohesive system, eliminating manual cross-referencing.
• Workflow Automation Blueprint: Identification of high-frequency manual tasks followed by deployment of automated triggers (e.g., lead routing, automated client notifications, internal reporting).
• Technical Efficiency Audit: A forensic review of current technology spend and operational bottlenecks, culminating in a hard-logic roadmap for improvement.
• Managed Operational Support: Ongoing technical oversight to ensure automated systems remain stable as a business scales.

2. Engagement and Payment

2.1 Project-Based Services

For System Integration, Workflow Automation Blueprint, and Technical Efficiency Audit, fees are as quoted on our website or in a separate statement of work. Payment is due as follows unless otherwise agreed in writing:

• 50% of the project fee is due upon acceptance of the proposal to secure your place in our schedule.
• The remaining 50% is due upon completion and delivery of the final deliverables (e.g., integrated systems, automation setup, audit report).

2.2 Managed Operational Support

Monthly retainers for ongoing support are billed in advance on the first day of each month. The initial month's retainer is due upon commencement of the agreement. Services are provided on a month-to-month basis unless a longer term is specified.

2.3 Late Payments

Invoices not paid within 15 days of the due date may be subject to a late fee of 1.5% per month or the maximum amount permitted by law. We reserve the right to suspend services until past due amounts are paid in full.

3. Refunds and Cancellations

Our refund policy is detailed in a separate document (Refund Policy), which is incorporated by reference into these Terms. In summary:

• Technical Efficiency Audit: Non-refundable once work has commenced.
• System Integration / Workflow Automation: Refunds considered on a prorated basis if project is cancelled before substantial completion.
• Managed Support: Refunds for unused portion of the current month are not provided, but you may cancel future months at any time with 15 days' notice.

4. Intellectual Property

4.1 Our Materials

All tools, templates, code libraries, methodologies, and documentation created by Walsh Tech Logic prior to or independently of the engagement remain our exclusive property. We grant you a non-exclusive, perpetual license to use any custom deliverables (e.g., automation scripts, integration configurations) solely for your internal business operations.

4.2 Your Materials

You retain ownership of all data, content, and materials you provide to us. You grant us a limited, non-exclusive license to use such materials solely for the purpose of performing our services under these Terms.

4.3 Feedback

Any suggestions, ideas, or feedback you provide regarding our services may be used by us without restriction or compensation.

5. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed during the engagement. This includes, but is not limited to, business processes, financial data, client lists, and technical specifications. This obligation survives the termination of these Terms for a period of three years.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WALSH TECH LOGIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS PRECEDING THE EVENT.

7. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT GUARANTEE THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification

You agree to indemnify, defend, and hold harmless Walsh Tech Logic and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your misuse of our services, your violation of these Terms, or your infringement of any third-party rights.

9. Term and Termination

These Terms remain in effect for as long as you use our services. For project-based services, termination by you after work has commenced may result in fees as described in Section 3. For managed support, either party may terminate the agreement with 15 days' written notice. Upon termination, any outstanding fees become immediately due. Provisions related to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or our services shall first be attempted to be resolved through good-faith negotiation. If resolution cannot be reached within 30 days, the dispute shall be submitted to binding arbitration in Hardin County, Kentucky, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs of arbitration.

11. Miscellaneous

Entire Agreement: These Terms, together with any statement of work or proposal, constitute the entire agreement between you and Walsh Tech Logic regarding the services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, or Internet outages.