BuenDia Systems Conditions of Service

1. Scope of Services
   BuenDia Systems (“the Company”) agrees to provide consulting services related to information technology products as outlined in the specific engagement agreement or statement of work signed by the client (“Client”). The services will be performed in a professional and workmanlike manner consistent with industry standards.
2. Client Obligations
   The Client shall provide the Company with timely access to all relevant information, data, systems, and resources necessary for the Company to perform the agreed-upon services. The Client shall also designate a primary point of contact to coordinate and facilitate communication between the parties.
3. Fees and Payment Terms
   The Client shall pay the Company the fees and expenses specified in the engagement agreement or statement of work. Unless otherwise stated, all fees are due and payable within 30 days of the invoice date. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4. Intellectual Property Rights
   All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, related to the services provided by the Company shall remain the sole property of the Company. The Client shall not acquire any ownership or rights in such intellectual property, except for a limited, non-exclusive, non-transferable license to use the deliverables provided by the Company for the Client’s internal business purposes.
5. Confidentiality
   Both parties shall treat all confidential information disclosed by the other party as strictly confidential and shall not disclose such information to any third party without the prior written consent of the disclosing party. This obligation shall survive the termination or expiration of the engagement.
6. Limitation of Liability
   The Company’s liability for any damages arising out of or related to the services provided under this agreement, whether based on contract, tort, or any other legal theory, shall be limited to the total fees paid by the Client to the Company under the applicable engagement agreement or statement of work. In no event shall the Company be liable for any indirect, special, incidental, or consequential damages, including but not limited to lost profits or revenue, even if advised of the possibility of such damages.
7. Termination
   Either party may terminate the engagement agreement or statement of work for convenience upon 30 days’ written notice to the other party. The Company may terminate the agreement immediately in the event of the Client’s material breach or failure to pay any outstanding fees. Upon termination, the Client shall promptly pay all fees and expenses incurred by the Company up to the effective date of termination.
8. Governing Law and Dispute Resolution
   This agreement shall be governed by and construed in accordance with the laws of Florida USA. Any disputes arising out of or relating to this agreement shall be resolved through binding arbitration in accordance with the rules of the International Centre for Dispute Resolution (ICDR), and the arbitration shall take place in Palm Beach FL
9. Entire Agreement
   This Conditions of Service, together with the specific engagement agreement or statement of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

By engaging with BuenDia Systems for consulting services related to information technology products, the Client acknowledges and agrees to be bound by these Standard Conditions of Service.