Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the prolayerdigital.com website and any consulting, development, or advisory services provided by ProLayer Digital ("we," "us," "our," or "ProLayer").

By accessing the website or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use our website or services.

2. Services Offered

ProLayer Digital provides specialist technology consulting and engineering services, including but not limited to:

• Google Workspace data engineering and automation
• Custom WordPress development
• GoHighLevel platform build-outs
• Custom application development
• System architecture consultation

Specific scope, deliverables, and timelines for each engagement are defined in a separate Statement of Work, proposal, or engagement agreement (collectively, "Engagement Agreement"). Where these Terms conflict with an Engagement Agreement, the Engagement Agreement controls.

3. Engagement Process

All consulting engagements proceed through this general process:

1. Discovery: Initial consultation to understand scope and fit.
2. Proposal: A written Engagement Agreement outlining scope, deliverables, timeline, and fees.
3. Acceptance: Engagement begins upon signed Agreement and required deposit, where applicable.
4. Delivery: Work performed according to the Agreement.
5. Acceptance and Closeout: Final deliverables reviewed and accepted by client.

4. Fees and Payment

Fees are project-based, with engagements typically starting at $5,000. Specific fees, billing schedule, and payment terms are defined in each Engagement Agreement.

Unless stated otherwise:

• Invoices are due upon receipt or per the schedule in the Engagement Agreement.
• Late payments may incur interest at 1.5% per month or the maximum allowed by law, whichever is lower.
• Fees are exclusive of applicable taxes, which are the client's responsibility.
• All prepaid retainers are subject to the refund and cancellation terms in our Refund Policy.

Payment processing is handled by third-party providers (e.g., Stripe). We do not store full payment card details on our servers.

5. Client Responsibilities

To deliver effective work, we require clients to:

• Provide timely access to systems, data, accounts, and personnel necessary for the engagement.
• Designate a primary point of contact authorized to make decisions and approve deliverables.
• Respond to requests for feedback, approvals, and information within agreed timeframes.
• Provide accurate information about business requirements, existing systems, and constraints.
• Pay invoices according to the agreed schedule.

Delays caused by client unresponsiveness may result in adjusted timelines and fees.

6. Intellectual Property

6.1 Client Deliverables

Upon full payment of all fees due, ProLayer assigns to the client all rights, title, and interest in the final deliverables specifically created for the engagement, except as noted in Section 6.2.

6.2 Pre-Existing and Reusable Components

ProLayer retains ownership of any pre-existing tools, frameworks, libraries, methodologies, and reusable components used in the engagement. The client receives a perpetual, non-exclusive, royalty-free license to use these components as integrated into their deliverables.

6.3 Third-Party Components

Open-source software, third-party plugins, themes, fonts, and similar components remain subject to their respective licenses. The client is responsible for compliance with those licenses going forward.

6.4 Portfolio and Case Studies

ProLayer may reference completed engagements in its portfolio, case studies, and marketing materials, including the client's name and logo, unless the Engagement Agreement specifies otherwise. Confidential project details will not be disclosed without consent.

7. Confidentiality

Each party agrees to treat as confidential any non-public information received from the other party. Confidential information will not be disclosed to third parties or used outside the scope of the engagement without written consent, except where required by law.

This obligation survives termination of any engagement.

8. Cancellation and Refunds

Engagements may be cancelled by either party with fourteen (14) days' written notice. Refund eligibility is governed by our Refund Policy, which is incorporated into these Terms by reference.

9. Warranty and Disclaimers

ProLayer warrants that services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROLAYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that deliverables will be error-free, uninterrupted, or meet every specific business outcome the client envisions.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROLAYER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE FEES PAID BY THE CLIENT TO PROLAYER UNDER THE APPLICABLE ENGAGEMENT AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL PROLAYER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

Some jurisdictions do not allow these limitations, so they may not apply to you in full.

11. Indemnification

The client agrees to indemnify and hold ProLayer harmless from any claims, damages, or expenses arising from: (a) the client's use of deliverables outside the agreed scope, (b) content or data provided by the client, (c) the client's violation of any law or third-party rights, or (d) the client's breach of these Terms.

12. Independent Contractor Relationship

ProLayer is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13. Termination

Either party may terminate an engagement for material breach if the breaching party fails to cure within fifteen (15) days of written notice. Upon termination:

• Client pays for all work performed and expenses incurred through the termination date.
• ProLayer delivers any work in progress in its current state.
• Confidentiality and intellectual property provisions survive.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or any engagement will first be addressed through good-faith negotiation. If unresolved within thirty (30) days, disputes will be resolved by binding arbitration in Harris County, Texas, conducted under the rules of the American Arbitration Association.

Each party waives the right to a jury trial and to participate in any class action.

15. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, internet outages, or third-party service failures.

16. Modifications

We may update these Terms from time to time. The "Last Updated" date will reflect changes. Continued use of the website or services after changes constitutes acceptance of the revised Terms.

17. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

18. Entire Agreement

These Terms, together with any applicable Engagement Agreement and our Privacy Policy and Refund Policy, constitute the entire agreement between the parties regarding the subject matter and supersede prior agreements.

19. Contact Information

Questions about these Terms? Contact: