Terms & Conditions

OnePath Solutions LLC, a Wyoming limited liability company, with its principal place of business at 159 N. Wolcott St. Suite 133, Casper, Wyoming 82601 (“OnePath”, “we”, “us”), provides IT consulting, website maintenance, and B2B strategy services to clients (“Client” or “you”). These Terms & Conditions (the “Terms”) govern the provision of services and, together with an accepted proposal or statement of work (each, an “SOW”), form the entire agreement (the “Agreement”).

1. Services

We will provide the services described in the applicable SOW, which may include IT consulting, website care & maintenance, and B2B strategy & systems. Deliverables, milestones, and responsibilities will be set out in the SOW.

2. Term and Termination

Unless otherwise stated, engagements are month-to-month and renew automatically. Either party may terminate for convenience with 14 days’ written notice, or immediately for cause upon material breach not cured within 10 days of notice.

3. Fees and Payment

• Fees are as stated in the SOW. Unless otherwise agreed, invoices are due within 14 days of receipt.
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
• OnePath may suspend services for unpaid invoices older than 15 days after notice.

4. Client Responsibilities

• Provide timely access to systems, information, and personnel necessary for us to perform the Services.
• Maintain appropriate backups and disaster recovery measures unless expressly included in the SOW.
• Ensure third-party licenses and subscriptions are valid and paid.

5. Change Management

Out-of-scope requests will be estimated and approved through a written change order before work begins.

6. Intellectual Property

• Pre-existing IP of either party remains that party’s property.
• Upon full payment, OnePath grants Client a perpetual, worldwide, royalty-free license to use deliverables created specifically for Client under the SOW. Open-source and third‑party components remain under their respective licenses.

7. Confidentiality

Each party agrees to keep confidential information received from the other party confidential and to use it only for the purposes of the Agreement for a period of three (3) years after disclosure, except for trade secrets, which remain protected while secret.

8. Data Protection & Security

• We use reasonable administrative, technical, and physical safeguards.
• Where OnePath processes personal data on Client’s behalf, the parties will execute a data processing addendum if required by applicable law.

9. Warranties and Disclaimers

• We warrant that Services will be performed in a professional and workmanlike manner.
• EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS. ONEPATH’S TOTAL LIABILITY UNDER AN SOW WILL NOT EXCEED THE FEES PAID BY CLIENT TO ONEPATH FOR THE THREE (3) MONTHS PRECEDING THE CLAIM.

11. Non-Solicitation

During the engagement and for twelve (12) months thereafter, Client agrees not to solicit for employment any OnePath employee or contractor who directly worked on the engagement, without prior written consent.

12. Independent Contractor

We are an independent contractor. Nothing creates a partnership, joint venture, or employment relationship.

13. Notices

Notices under the Agreement must be sent by email and deemed received upon confirmation from the receiving party. For OnePath: [email protected].

14. Governing Law; Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of law rules. Courts located in Natrona County, Wyoming will have exclusive jurisdiction.

15. Publicity

We may reference Client’s name and logo as a customer, subject to any reasonable brand guidelines and confidentiality obligations. You may opt out by written notice.

16. Force Majeure

Neither party will be liable for delays or failures due to events beyond reasonable control, provided the affected party uses diligent efforts to mitigate.

17. Entire Agreement; Order of Precedence

These Terms together with an SOW constitute the entire agreement and supersede prior proposals and understandings. If there is a conflict, the SOW controls over these Terms.

18. Counterparts; E-Signatures

Quotes, SOWs, and change orders may be executed electronically and in counterparts.

Exhibit A — Master Services Agreement (MSA)

The following Contract for Services supplements the Terms and applies when signed/accepted with an SOW.

Contract for Services

Parties: OnePath Solutions LLC, a Wyoming LLC (“OnePath”), and the client identified in the SOW (“Client”).

Scope: As set out in the SOW.

Fees: As set out in the SOW; expenses pre-approved and invoiced at cost.

Payment Terms: Net 14 from invoice date; late interest as in Section 3.

Term: Effective on the SOW effective date and continuing until completion or termination per Section 2.

IP & Deliverables: Ownership and license as in Section 6.

Confidentiality: As in Section 7.

Warranties; Liability: As in Sections 9 and 10.

Governing Law; Venue: Wyoming; Natrona County courts.

Signatures: The parties agree that electronic acceptance (including email acceptance or e‑signature) constitutes execution of this Contract.

This template is provided for general informational purposes and does not constitute legal advice. Consider consulting counsel to adapt it to your specific needs.