Legal
Terms of Service
The terms that govern how ADCM IT Services INC works with its clients. Written to be read, not skimmed past.
Effective date:
1. Who these terms are between
These Terms of Service (the Terms) are an agreement between the client named in a signed engagement document (the Client, or you) and ADCM IT Services INC, a corporation organized under the laws of the State of Texas, USA (ADCM, or we). They apply to the professional services we provide and to your use of this website. Each engagement is also governed by a written agreement signed by both parties, such as a statement of work or an order form. If that signed document and these Terms conflict, the signed document controls for that engagement.
2. Services
ADCM is a technology consultancy serving business clients. Our work covers custom software development, software architecture and technical consulting, AI adoption and engineering enablement, and the design and build of platforms for growing businesses. Everything we provide is a professional service delivered to companies under a written agreement. We do not sell products to consumers through this website.
3. Engagement models
We work under three models, and every engagement fits one of them:
- Monthly partnership retainer. Our primary model and the basis of what we bill today. A continuing monthly commitment in which ADCM works as a dedicated technology partner for the Client, invoiced monthly for as long as the engagement runs.
- Fixed-scope project. A defined body of work delivered for a closed price, with the scope, milestones, and deliverables set out in the project's written agreement.
- Advisory blocks. Blocks of technical advisory time for clients who need architecture guidance, technical review, or a second opinion rather than ongoing delivery.
4. Fees and billing
All fees are invoiced business to business, in US dollars, on the terms set in each engagement's written agreement. Retainers are invoiced monthly. Fixed-scope projects are invoiced per milestone or deliverable as the project agreement states. Advisory blocks are invoiced per block. Invoices are payable on the terms stated on the invoice and in the applicable agreement.
This website processes no payments. There are no consumer transactions, online checkouts, or stored payment details here; billing happens through invoices under each Client's agreement.
5. Intellectual property
Upon full payment of the fees for an engagement, ADCM assigns to the Client the deliverables created specifically for that Client under that engagement. ADCM retains ownership of its pre-existing tools, frameworks, methods, and general know-how, including improvements to them made during an engagement, and grants the Client the license needed to use the deliverables as intended. Nothing in these Terms transfers ownership of one party's pre-existing intellectual property to the other.
6. Confidentiality
Each party may receive non-public information from the other while working together. Both parties agree to use the other's confidential information only for the engagement, to protect it with at least reasonable care, and not to disclose it to anyone who does not need it for the work. This obligation survives the end of an engagement. It does not cover information that is public, that the receiving party already knew, that it developed independently, or that the law requires it to disclose.
7. Warranties and disclaimers
We warrant that our services are performed in a professional and workmanlike manner by people qualified to perform them. Beyond that, and to the fullest extent permitted by law, we disclaim all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. This website and its content are provided "as is" and "as available", without warranty of any kind.
8. Limitation of liability
To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost data, even if advised that such damages were possible. ADCM's total aggregate liability arising out of an engagement is limited to the fees the Client paid to ADCM for that engagement in the twelve months before the event giving rise to the claim. Nothing in these Terms limits liability that applicable law does not allow to be limited.
9. Term and termination
These Terms apply while an engagement is active and, for the sections that by their nature survive (including intellectual property, confidentiality, and limitation of liability), after it ends. Each engagement's written agreement sets its own term and notice period. Retainers continue month to month until either party ends them with the notice stated in the agreement. Either party may terminate an engagement if the other materially breaches it and does not cure the breach within thirty days of written notice. On termination, the Client pays for work performed through the termination date, and deliverables that have been paid for are handed over.
10. Governing law and venue
These Terms and every engagement under them are governed by the laws of the State of Texas, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Texas have exclusive jurisdiction over any dispute arising out of these Terms, and both parties consent to venue there.
11. Changes to these terms
We may update these Terms from time to time. The current version is always published on this page with its effective date. Changes apply to engagements signed after the change takes effect; engagements already in progress stay under the terms in force when they were signed, unless both parties agree otherwise in writing.
12. Contact
Questions about these Terms can be sent to:
ADCM IT Services INC
662 Quarry St, Eagle Pass, TX 78852, USA
+1 (480) 795-1419
info@adcmitservices.com