Terms of Service

Effective Date: June 1, 2025
These Terms of Service (“Terms”) govern all services provided by JBP LLC (“we,” “us,” or “our”), including any subscription or consulting engagements. By engaging our services, you agree to be bound by these Terms.

1. Service Structure

JBP LLC offers services under the following models:
(a) Subscription Services
Ongoing operational support delivered on a subscription basis. These services may include access to systems, processes, deliverables, or advisory aligned with a recurring structure. Third-party tools or platforms required for delivery may be subject to separate fees with prior notice.
(b) Consulting Services
Project-based or retainer engagements governed by specific scope, timeline, and deliverables as outlined in proposals, statements of work, or written correspondence.
These Terms apply to both service models unless explicitly superseded by a written agreement.

2. Fees and Payment

Fees, billing frequency, and payment terms are defined in the engagement materials. Unless otherwise agreed:
  • Payment is due net 45 days from invoice date.
  • We reserve the right to suspend or terminate services for non-payment.
  • Pass-through expenses or platform fees may be billed separately with reasonable notice.
  • Interest may apply to overdue amounts as allowed by law.
All fees are stated in U.S. dollars unless otherwise indicated.

3. Confidentiality

Both parties agree to maintain the confidentiality of non-public, proprietary, or business information disclosed during an engagement. Each party shall use such information solely to fulfill their obligations and shall take reasonable steps to prevent its unauthorized disclosure.
This obligation does not apply to information that is public, independently developed, or disclosed under legal compulsion.

4. Intellectual Property

Unless otherwise agreed:
  • JBP LLC retains all rights to proprietary tools, templates, methods, and frameworks used in the performance of services.
  • Clients are granted a non-exclusive, non-transferable license to use final deliverables for internal business purposes only.
  • Custom deliverables may include components reused or adapted from standard materials.
No transfer of ownership is implied or granted unless specifically stated in writing.

5. No Guarantee of Outcome

All services are delivered with professional care and diligence. However, due to the variable nature of implementation and external factors, JBP LLC makes no representation or warranty regarding specific business outcomes or results.

6. Limitation of Liability

To the fullest extent permitted by law, JBP LLC’s total liability for any claim arising out of or relating to services provided shall not exceed the total fees actually paid for the specific services giving rise to the claim.

JBP LLC shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits, business interruption, or loss of data, even if advised of the possibility of such damages.

Nothing in these Terms or any related engagement shall be construed to create a fiduciary, agency, partnership, or trustee relationship. JBP LLC provides all services as an independent contractor and assumes no legal duties beyond those expressly stated herein.

7. Governing Law

These Terms are governed by the laws of the State of Delaware without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved in the appropriate courts of the United States.

8. Notices

All formal notices relating to these Terms or any engagement may be provided in writing via electronic communication, including email, shared document, or other digital channel. Notices are deemed effective upon transmission to the contact information provided by either party.

JBP LLC may also issue general notices — including updates to these Terms or related policies — by posting on its website at jbp.llc, which shall be deemed effective upon publication. It is your responsibility to review such notices periodically.

9. Amendments

We may amend these Terms from time to time. Updated versions will be provided in writing or made available via link. Continued engagement following any update constitutes acceptance of the revised Terms.

10. Entire Agreement

These Terms of Service, together with any corresponding statements of work, or ordering documents issued by JBP LLC (collectively, “Engagement Materials”), constitute the entire agreement between you and JBP LLC with respect to the Services described therein.
In the event of a conflict between these Terms and any Engagement Materials, the Engagement Materials shall control only with respect to the specific scope, pricing, or schedule described therein. All other terms shall remain governed by this document.
These Terms supersede all prior or contemporaneous communications, whether oral or written, relating to the subject matter hereof. No modification or waiver of these Terms shall be effective unless made in writing and executed by JBP LLC.