Please read these terms and conditions carefully before using our website or engaging our services.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and TCD PARTNERS LLC ("Company," "we," "us," or "our") governing your access to and use of our website at https://www.tcdpar.shop (the "Site") and any services offered by the Company (collectively, the "Services").
By accessing the Site or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access the Site or use our Services.
You represent and warrant that:
TCD PARTNERS LLC provides professional technology services including but not limited to:
The specific scope, deliverables, timeline, and fees for Services will be defined in a separate Statement of Work ("SOW") or engagement agreement executed between the parties.
Following initial consultation, we may provide a proposal or SOW detailing the scope of work, timeline, deliverables, and fees. Acceptance occurs upon your written confirmation or execution of the SOW.
Any changes to the agreed scope of work must be documented in a written change order signed by both parties. Additional fees may apply for scope changes.
You agree to:
All fees are specified in the applicable SOW or proposal. Unless otherwise stated, fees do not include taxes, travel expenses, third-party software licenses, or other disbursements, which will be billed separately.
We will invoice according to the schedule set forth in the SOW. Invoices are due within thirty (30) days of the invoice date unless otherwise specified.
Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend Services for accounts with overdue balances exceeding sixty (60) days.
All fees are non-refundable except as expressly provided in a written agreement or as required by applicable law.
We retain all rights to our pre-existing materials, methodologies, tools, and intellectual property used in delivering the Services.
Upon full payment of all fees, we grant you a non-exclusive, perpetual, royalty-free license to use the deliverables created specifically for you under the SOW, solely for your internal business purposes.
Deliverables may incorporate open-source or third-party components subject to their respective licenses. You are responsible for complying with such licenses.
Any feedback, suggestions, or ideas you provide may be used by us without restriction or compensation.
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. This obligation survives termination of these Terms for a period of five (5) years, or indefinitely for trade secrets.
Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of confidential information.
We will process any personal data you provide in accordance with our Privacy Policy and applicable data protection laws. You are responsible for ensuring you have appropriate legal basis and consents to share any personal data with us.
We warrant that: (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) we have the right and authority to enter into these Terms; and (c) deliverables will not knowingly infringe third-party intellectual property rights.
EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TCD PARTNERS LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless TCD PARTNERS LLC 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 relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right; or (d) any content or data you provide.
These Terms remain in effect until terminated. Either party may terminate Services by providing thirty (30) days' written notice to the other party.
We may immediately suspend or terminate your access if you materially breach these Terms. Upon termination, you remain obligated to pay all outstanding fees and charges.
Sections that by their nature should survive termination shall survive, including Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, and Indemnification.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law provisions.
Any dispute arising out of or relating to these Terms shall first be subject to good-faith negotiations between the parties. If not resolved within thirty (30) days, the dispute shall be resolved through binding arbitration in Alexandria, Virginia, in accordance with the rules of the American Arbitration Association.
You agree not to:
All content on the Site, including text, graphics, logos, and software, is the property of TCD PARTNERS LLC or its licensors and is protected by copyright and other intellectual property laws.
The Site may contain links to third-party websites. We do not endorse or assume responsibility for the content, privacy policies, or practices of any third-party sites.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.
Entire Agreement: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and us.
Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force.
Waiver: No waiver of any provision shall be effective unless in writing.
Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
Notices: All notices should be sent to the addresses specified herein or as otherwise designated in writing.
If you have any questions about these Terms, please contact us: