Terms of Service

1. Agreement Overview

These Terms of Service ("Terms") govern your access to and use of the consulting, design, engineering, and related services provided by Gbros Technology Development ("Gbros", "we", "our", or "us"). By engaging Gbros or accessing any deliverables that we provide, you agree to be bound by these Terms in addition to any Statement of Work, proposal, or order form that we mutually execute (collectively, a "SOW"). In the event of a conflict, the SOW controls for the specific engagement.

2. Services and Deliverables

We provide software strategy, product design, engineering, deployment, and ongoing advisory services. The scope, timeline, acceptance criteria, and fees for each engagement are defined in the applicable SOW. Any additional work requested outside the agreed scope may require a change order or a new engagement.

Our public products, including but not limited to Connefi and YHWH Yahshua, are governed by their own product-specific terms and policies. Ownership of those solutions remains with Gbros. For information or assistance related to either solution, please use the respective websites so that inquiries reach the dedicated support teams.

3. Client Responsibilities

You agree to provide timely feedback, approvals, access to required systems, and subject matter expertise necessary for us to perform the services. You are responsible for ensuring that materials you provide do not infringe the rights of third parties and comply with applicable laws. Project timelines may be adjusted if dependencies or approvals are delayed.

4. Fees and Payment

Fees are due according to the schedule outlined in the applicable SOW. Unless stated otherwise, invoices are payable within fourteen (14) days of receipt. Late payments may accrue a late charge at the maximum rate permitted by law. We may pause work for non-payment and resume once the account is brought current.

5. Intellectual Property

Gbros retains ownership of all pre-existing intellectual property, tools, libraries, and methodologies used to deliver the services. Unless otherwise specified in the SOW, you receive a non-exclusive license to use the deliverables for your internal business purposes after all fees are paid. Any custom code, configurations, or assets created specifically for you become your property once payment is complete, subject to our rights in pre-existing materials and third-party components.

Gbros maintains all ownership rights to the Connefi and YHWH Yahshua solutions. Nothing in these Terms grants a license to host, copy, or redistribute those products outside what is expressly permitted on their respective websites or agreements.

6. Confidentiality

We will treat your confidential information with the same care we use to protect our own confidential information, and in no event less than reasonable care. You agree to do the same with our confidential information, including proprietary processes and pricing. Each party may disclose confidential information to its employees, contractors, and advisors who need to know it and are bound by obligations no less protective than those contained in these Terms.

7. Warranties and Disclaimers

We warrant that we will provide the services in a professional manner consistent with industry standards and any written specifications in the SOW. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that deliverables will be error-free or uninterrupted.

8. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with the services, even if a party has been advised of the possibility of such damages. Each party's total liability under these Terms will not exceed the amounts paid or payable for the services giving rise to the claim in the twelve (12) months preceding the event that caused the liability.

9. Termination

Either party may terminate an engagement for material breach if the breach is not cured within fourteen (14) days of written notice. Upon termination, you will pay for services rendered and expenses incurred through the effective date. Sections intended to survive termination, including payment obligations, intellectual property, confidentiality, limitations of liability, and governing law, will continue in effect.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of the jurisdiction in which Gbros is organized, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under these Terms.

11. Updates

We may update these Terms from time to time to reflect changes in our services or legal requirements. Updated terms become effective upon posting. Continued engagement with Gbros after updates constitutes acceptance of the revised Terms.

For questions about these Terms, please contact us at gbrostd@gmail.com.