Terms & Conditions

1. Contracting Entity

These Terms apply to services provided by Valyss Wave LLC (“Valyss Wave”, “we”, “us”, or “our”), a US limited liability company located at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, USA.

2. Services

We offer packaged and custom services, including back‑office operations, administrative management, accounting support, staffing, software development, hosting, automation, data processing, and technical support. Specific deliverables, schedules, and fees are defined in an order form or statement of work (“SOW”).

3. Ordering & Fees

• Fees are as stated in the SOW or package description. Taxes, payment processor fees, and third‑party costs are additional unless otherwise stated.
• Invoices are due within 10 days unless the SOW states otherwise. Late balances may accrue 1.5% monthly interest (or the maximum allowed by law).
• We may suspend services for overdue accounts with notice.

4. Term & Termination

• Each SOW begins on its effective date and continues until completion, unless terminated earlier as stated here.
• Either party may terminate for material breach if uncured within 10 days after written notice.
• Either party may terminate a month‑to‑month package with 30 days’ written notice.
• Upon termination, you will pay for work performed and committed third‑party costs to date.

5. Client Responsibilities

• Provide timely information, access, and approvals.
• Ensure you have rights to all materials you supply.
• Maintain backups of your data. We are not liable for your failure to back up.

6. Confidentiality & Data Protection

• Each party will protect the other’s confidential information and use it only for the engagement.
• We apply reasonable technical and organizational measures; however, no method is 100% secure.
• We process personal data as a service provider on your instructions. If needed, we will execute a data processing addendum.

7. Intellectual Property

• Except for pre‑existing IP and reusable tooling, deliverables are assigned to the Client upon full payment.
• We retain rights in our pre‑existing materials, know‑how, and tools used to create the deliverables.

8. Third‑Party Services

We may recommend or configure third‑party services. You are responsible for third‑party terms, fees, and content. We are not responsible for outages or changes by third parties.

9. Warranties & Disclaimers

We warrant that we will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES. We do not warrant uninterrupted or error‑free operation.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages. Our total liability for any claim is limited to the amounts paid by you for the services giving rise to the claim in the 3 months before the event.

11. Indemnity

Each party will defend and indemnify the other against third‑party claims arising from its breach of these Terms, gross negligence, or willful misconduct.

12. Governing Law; Disputes

These Terms are governed by the laws of the State of New Mexico, excluding its conflicts rules. Courts located in Bernalillo County, New Mexico shall have exclusive jurisdiction. The parties agree to first attempt to resolve disputes through good‑faith negotiation.

13. Changes

We may update these Terms from time to time. If an update materially affects active engagements, we will provide notice and the changes will apply prospectively.

Contact

Email: [email protected]