Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and BuiltByBas (“Company,” “we,” “us,” or “our”), a California-based software development and web design business operating at builtbybas.com (the “Site”).

By accessing or using the Site, submitting a project intake form, or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

These Terms apply to all visitors, users, and clients. Separate project agreements or statements of work (“SOW”) executed for specific engagements shall supplement, and in the event of conflict shall take precedence over, these Terms.

2. Services

BuiltByBas provides custom software development, web design, dashboard development, client portals, CRM systems, e-commerce solutions, AI-augmented tools, and related digital services. Specific deliverables, timelines, milestones, and pricing for each engagement are defined in a separate proposal or SOW provided to the Client.

All proposals and SOWs are generated with AI assistance and reviewed by a human team member before delivery. Proposals are not binding contracts until accepted by the Client and confirmed by BuiltByBas. See our Responsible AI Policy for details on how AI is used in our workflow.

3. Client Responsibilities

By engaging our services, you agree to:

1. Provide accurate, complete, and timely information as requested through the intake form and throughout the project
2. Designate a single point of contact authorized to make decisions and provide approvals on behalf of your organization
3. Respond to requests for feedback, approvals, and content within the timeframes specified in the project SOW (default: five (5) business days)
4. Provide all necessary assets (logos, brand guidelines, copy, images, credentials) in a timely manner
5. Ensure that all content, materials, and assets you provide are owned by you or that you have the legal right to use them

Delays caused by the Client's failure to meet these responsibilities may result in extended timelines and, in some cases, additional charges as outlined in the SOW.

4. Intellectual Property

4.1 Work Product

Upon full payment of all invoiced amounts, the Client receives full ownership of all custom-built deliverables created specifically for the Client's project, including but not limited to: custom code, designs, layouts, copy, and configurations (“Work Product”).

4.2 Pre-Existing Materials

BuiltByBas retains ownership of all pre-existing tools, libraries, frameworks, templates, processes, and methodologies used in the creation of the Work Product (“Pre-Existing Materials”). The Client receives a non-exclusive, perpetual, royalty-free license to use any Pre-Existing Materials incorporated into the delivered Work Product.

4.3 Third-Party Components

Deliverables may include open-source software components governed by their respective licenses (e.g., MIT, Apache 2.0). BuiltByBas will disclose all material third-party dependencies upon request. The Client is responsible for complying with applicable open-source license terms.

4.4 Portfolio Rights

Unless otherwise agreed in writing, BuiltByBas retains the right to display the completed project in its portfolio, case studies, and marketing materials. The Client may opt out of portfolio inclusion by providing written notice at any time.

5. Payment Terms

• Deposit: A non-refundable deposit (typically 50% of the total project fee) is required before work begins, unless otherwise specified in the SOW
• Milestone payments: For larger projects, payments may be structured around milestone completions as defined in the SOW
• Final payment: The remaining balance is due upon project completion and before final deliverables are transferred
• Late payments: Invoices not paid within fifteen (15) days of the due date may incur a late fee of 1.5% per month (or the maximum rate permitted by California law, whichever is lower) on the outstanding balance
• Work suspension: BuiltByBas reserves the right to suspend work on any project with an outstanding balance more than thirty (30) days past due

All prices are in United States Dollars (USD) unless otherwise specified. The Client is responsible for all applicable taxes.

6. Project Timeline and Delivery

Estimated timelines are provided in good faith based on the information available at the time of the proposal. Timelines may be adjusted due to:

• Scope changes requested by the Client (subject to a change order process)
• Delays in Client responses, approvals, or asset delivery
• Discovery of technical complexities not apparent at the proposal stage
• Force majeure events (see Section 12)

BuiltByBas will communicate any anticipated timeline changes promptly and in writing.

7. Revisions and Change Orders

Each proposal includes a specified number of revision rounds. Revisions within scope are included at no additional cost. Requests that materially change the project scope, add new features, or require significant rework beyond the original agreement will be handled through a formal change order process:

1. Client submits the change request in writing
2. BuiltByBas provides a written assessment of impact on timeline, scope, and cost
3. Client approves the change order before additional work begins

No additional charges will be incurred without the Client's prior written approval.

8. Warranties and Disclaimers

8.1 Service Warranty

BuiltByBas warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards. Deliverables will materially conform to the specifications agreed upon in the SOW.

8.2 Bug Fix Period

For a period of thirty (30) days following final delivery (the “Warranty Period”), BuiltByBas will correct, at no additional cost, any bugs, defects, or errors in the delivered Work Product that prevent it from functioning as specified in the SOW. This warranty does not cover issues arising from:

• Modifications made by the Client or third parties after delivery
• Changes to third-party services, APIs, or platforms outside our control
• Client-provided content, assets, or data
• Use of the deliverables outside their intended purpose

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS. BUILTBYBAS DOES NOT WARRANT THAT THE SITE OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW:

• BUILTBYBAS'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PROJECT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO BUILTBYBAS FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM
• IN NO EVENT SHALL BUILTBYBAS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER BUILTBYBAS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

This limitation of liability does not apply to damages resulting from gross negligence, willful misconduct, or fraud by BuiltByBas, or to any liability that cannot be excluded or limited under applicable law.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless BuiltByBas and its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of these Terms or any project agreement
• Content, materials, or data provided by the Client that infringe upon the intellectual property rights or other rights of any third party
• The Client's use of the deliverables in violation of applicable law

11. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement (“Confidential Information”). Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information
• Is rightfully received from a third party without restriction

This confidentiality obligation survives the termination of any engagement for a period of two (2) years.

12. Termination and Cancellation

12.1 Termination by Client

The Client may terminate a project at any time by providing written notice. Upon termination:

• The Client is responsible for payment for all work completed up to the date of termination
• Deposits are non-refundable (see our Refund Policy for details)
• All completed deliverables up to the termination date will be provided to the Client upon payment of outstanding balances

12.2 Termination by BuiltByBas

BuiltByBas may terminate a project upon thirty (30) days written notice if:

• The Client fails to make payments when due after written notice and a reasonable cure period
• The Client materially breaches these Terms or the project agreement
• The Client is unresponsive for more than thirty (30) consecutive days despite reasonable attempts to communicate

In the event of termination by BuiltByBas, the Client will receive all completed work product and a pro-rated refund of any prepaid fees for undelivered work.

12.3 Effect of Termination

Sections 4 (Intellectual Property), 5 (Payment Terms), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), and 14 (Governing Law) shall survive termination.

13. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, government actions, war, terrorism, labor disputes, internet outages, power failures, or cyberattacks. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.

Any dispute arising out of or relating to these Terms or any project engagement shall first be submitted to good-faith mediation administered in the State of California. If mediation fails to resolve the dispute within sixty (60) days, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in California. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. Miscellaneous

• Entire Agreement: These Terms, together with any executed SOW or project agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, or understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.
• Assignment: The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of BuiltByBas. BuiltByBas may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: All formal notices under these Terms shall be in writing and delivered by email to the addresses on file.

16. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last Updated” date at the top of this page. For active clients, material changes will be communicated directly. Continued use of the Site after changes constitutes acceptance of the updated Terms.

17. Contact

For questions about these Terms of Service, contact us at: