Terms & Conditions
These Terms & Conditions ("Terms") govern all proposals, quotes, statements of work, and services provided by Apex7, LLC, a Texas limited liability company (the "Company"), to the client named on the accompanying proposal (the "Client"). By accepting a quote — including by electronic signature on our quote-review page — the Client agrees to these Terms.
1. Services
The Company provides software consulting, design, development, automation, AI-integration, and cyber security services (including security assessments, penetration testing, and secure-development reviews). The scope of any engagement is exclusively what is written in the accepted quote or statement of work. Anything not expressly listed is out of scope and may be quoted separately.
2. Quotes & acceptance
A quote is valid until its stated expiry date (or 30 days from issue when none is stated) and may be withdrawn or revised before acceptance. Acceptance happens when the Client signs the quote — electronically via our secure quote link or in writing. The accepted quote, together with these Terms, forms the agreement between the parties. If a quote and these Terms conflict, the quote controls for that engagement.
3. Payment schedule
Unless the accepted quote states otherwise, fees are payable by milestone as stated on the quote: a kickoff deposit at acceptance, a payment at demonstration of the working system, and the balance at final delivery. Invoices are due upon receipt. Amounts unpaid 15 days after the due date may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Texas law.
Suspension for non-payment. If any milestone payment or invoice is not made when due, the Company will suspend work on the engagement until the account is brought current. Suspension extends the delivery schedule by at least the length of the suspension. Suspension does not terminate the agreement and does not reduce or excuse the Client's obligation to pay the full contract price for the engagement: amounts for milestones already reached remain immediately payable, and the remaining contract balance remains owed under the agreed schedule once work resumes (or upon termination under Section 13, as amounts due for work performed and committed capacity).
4. Deposit
The kickoff deposit reserves the Company's capacity and funds discovery and setup work that begins immediately at acceptance. The deposit is earned on receipt and is non-refundable, except where a refund is required by law or the Company terminates the engagement without cause before performing any work.
4a. Refunds
Because the Company sells professional services performed to order, fees are charged as work is performed and are generally non-refundable once the corresponding work has been delivered or the milestone reached: the deposit per Section 4, the demonstration payment once the working system has been demonstrated, and the final payment on delivery. Where the Company terminates an engagement without cause, the Client is refunded any amounts paid for work not yet performed. Where the Client terminates under Section 13, amounts already paid for completed milestones are retained and work in progress is billed pro-rata; any surplus prepayment beyond work performed is refunded. Nothing in these Terms limits any non-waivable refund or cancellation right the Client has under applicable law, including applicable consumer-protection statutes; where such a right applies, it controls.
5. Change requests & revisions
The engagement includes the number of revision rounds stated in the proposal (or, if unstated, three reasonable rounds of revisions to delivered work). Additional revisions, new features, or scope changes are handled as written change orders: quoted, agreed, and billed separately from the original engagement, without altering the original engagement's price or payment schedule. The Company may re-estimate the schedule when the Client changes requirements after acceptance.
6. Client responsibilities
The Client will provide timely feedback, decisions, content, and access (accounts, systems, data) reasonably needed to perform the work. Delays attributable to the Client extend the schedule and, where the Company's capacity is held idle for more than 30 days, may be treated as completion of the then-current milestone for billing purposes. The Client is responsible for the accuracy and lawfulness of materials and data it supplies.
7. Intellectual property
On receipt of full payment, the Client owns the deliverables produced specifically for the Client under the engagement. The Company retains ownership of its pre-existing materials, tools, frameworks, templates, and general know-how, and grants the Client a perpetual, non-exclusive license to use them as embedded in the deliverables. Unless the Client requests otherwise in writing, the Company may reference the Client and describe the engagement (without confidential details) in its portfolio and marketing.
8. Third-party services & AI systems
Deliverables may rely on third-party services (for example hosting providers, payment processors, model APIs). Those services are governed by their own terms and pricing, which the Client accepts by using them; usage-based fees (such as API consumption) are the Client's responsibility unless the quote states otherwise. Where the engagement includes AI-powered functionality, the Client acknowledges that AI systems are probabilistic: outputs can be inaccurate or incomplete, and the Client is responsible for human review of AI output before relying on it in production, legal, financial, or safety-relevant contexts.
9. Warranty
The Company warrants that, for 30 days after final delivery, the deliverables will materially conform to the accepted scope, and will correct material non-conformities reported in that period at no charge. EXCEPT AS STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Company does not warrant any particular business outcome, revenue, ranking, or performance result.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT IS LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT FOR THAT ENGAGEMENT, AND NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. These limits do not apply to a party's gross negligence, willful misconduct, or breach of Section 11 (Confidentiality).
11. Confidentiality
Each party will protect the other's non-public business, technical, and financial information with at least reasonable care, use it only for the engagement, and disclose it only to people who need it and are bound by comparable obligations. This survives the end of the engagement for three years; trade secrets remain protected as long as they qualify as such.
12. Data & privacy
The Company stores Client contact details, project records, signed documents, and payment records needed to run the engagement (payments are processed by our payment provider — the Company does not store card numbers). Our Privacy Policy describes what we collect, why, and how to request access or deletion; it is part of the relationship described by these Terms. On written request after the engagement ends, the Company will delete Client project data it holds, except records it must keep for legal, tax, or dispute purposes.
12a. Electronic transactions & signatures
The parties agree to conduct this engagement electronically to the fullest extent permitted by the federal ESIGN Act and the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code ch. 322): quotes, notices, invoices, and agreements may be delivered and accepted electronically, and an electronic signature — including signing on our secure quote page — has the same effect as an ink signature. When a quote is accepted online, the Company records acceptance evidence: the drawn signature image, the signer's name and email, network address (IP), browser details, a timestamp, a snapshot of the accepted scope and pricing, and the version of these Terms in effect. The Client may retain copies of everything signed; the quote link remains available for the Client's records.
12b. Business use
The Client represents that the services and deliverables are procured for business and commercial purposes only — not for personal, family, or household use — and that it is not acting as a "consumer" with respect to this engagement.
13. Termination
Either party may terminate an engagement with 14 days' written notice. On termination the Client pays for all work performed and expenses incurred through the effective date, the deposit remains earned per Section 4, and the Company delivers work-in-progress for which payment has been received. Sections 4, 7, and 9–15 survive termination.
14. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control (including outages of third-party platforms), provided it resumes performance promptly when the event ends.
15. Governing law & venue
These Terms and every engagement are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve any dispute informally within 30 days of written notice. Any dispute not so resolved shall be brought exclusively in the state or federal courts sitting in Harris County, Texas, and each party consents to personal jurisdiction and venue there. In any proceeding to collect unpaid fees, the prevailing party is entitled to recover reasonable attorneys' fees and costs as permitted by Texas Civil Practice & Remedies Code § 38.001.
16. Changes to these Terms
The Company may update these Terms from time to time by posting the revised version at this page with a new "last updated" date. The version in effect when the Client accepts a quote governs that engagement; our acceptance records store which version was agreed to.