These Terms of Service ("Terms") constitute a legally binding agreement between you or the entity you represent ("Client," "you," or "your") and Tendon Systems ("Tendon Systems," "we," "us," or "our"). These Terms govern your access to and use of our website (tendonsystems.com), project discovery consultations, custom software engineering deliverables, client portals, and ongoing maintenance care plans.
By accessing our website, submitting an inquiry or project brief, or executing a proposal or Statement of Work with Tendon Systems, you agree to be bound by these Terms.
1. Scope of Services & Engagements
Tendon Systems designs, engineers, deploys, and maintains custom business operations software, including but not limited to:
- Centralized operational management platforms and executive dashboards.
- Client and customer service portals with secure authentication.
- Automated booking, scheduling, and calendar dispatch engines.
- Custom billing, invoicing, payroll tracking, and payment gateway integrations.
- Third-party API connections (SMS, email, accounting, CRM, and cloud services).
- Managed hosting, infrastructure monitoring, security patching, and system care.
Initial discovery conversations, email exchanges, and preliminary estimates do not constitute a binding obligation to construct or deploy software. A binding engagement is formed solely upon the mutual written execution of a formal Statement of Work (SOW), Project Proposal, or Master Services Agreement (MSA) referencing these Terms.
2. Statements of Work, Milestones & Change Orders
A. Statements of Work (SOW)
Each custom development project is governed by an executed SOW outlining the specific project scope, architectural approach, functional requirements, deliverable milestones, timeline targets, and fee schedules.
B. Change Orders
If Client requests additional features, module modifications, or architectural revisions not specified in the active SOW, Tendon Systems will prepare a written Change Order specifying the scope adjustment, revised project timeline, and additional engineering fees. Tendon Systems is under no obligation to begin work on requested additions until the Change Order is executed by both parties.
3. Client Responsibilities & Collaboration
Successful software engineering requires prompt collaboration. Client agrees to:
- Provide complete, accurate business specifications, brand assets, logos, and sample operational datasets in a timely manner.
- Designate a primary project representative authorized to make binding architectural and operational decisions on behalf of Client.
- Furnish necessary administrative access, API credentials, and developer sandbox credentials for required third-party services (e.g., Stripe, Twilio, Google Workspace, Microsoft 365, DNS records).
- Review staging builds, complete user acceptance testing, and provide consolidated feedback within the agreed review windows.
Delays caused by Client's failure to provide required assets, feedback, or credentials will result in an equitable day-for-day extension of project milestones and delivery schedules.
4. Fees, Billing & Payment Terms
- Fee Structure: Projects are billed on a fixed-milestone basis or dedicated sprint agreement as specified in the SOW. Engagements typically require an initial deposit prior to kickoff.
- Invoicing & Due Dates: Invoices are delivered electronically and are due upon receipt or within the Net terms specified on the invoice. Milestone deliverables will be staged or deployed to production upon receipt of corresponding milestone payments.
- Late Payments: Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law). Tendon Systems reserves the right to suspend development, pause staging environments, or withhold final deployment if payments remain past due following written notice.
- Taxes: All fees are exclusive of applicable federal, state, or local sales, use, or value-added taxes, which remain the responsibility of Client (excluding taxes assessed on Tendon Systems' net corporate income).
5. Intellectual Property Rights & Deliverables
A. Client Deliverables & Source Code Ownership
Upon Tendon Systems' receipt of full and final payment for all work performed under the applicable SOW, Tendon Systems assigns to Client all right, title, and interest in and to the custom software code, bespoke frontend templates, database schemas, and unique digital assets specifically authored for Client.
B. Client Pre-Existing Materials
Client retains exclusive ownership of all pre-existing trade secrets, customer databases, trademarks, copyrighted content, and proprietary business formulas provided to Tendon Systems for the execution of the project.
C. Tendon Systems Core Frameworks & Modular Tooling
Tendon Systems retains all rights, title, and ownership in its pre-existing libraries, modular building blocks, boilerplate architectures, deployment automation routines, reusable design utilities, and developer tooling ("Tendon Core Assets"). Tendon Systems grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, execute, modify, and reproduce Tendon Core Assets solely as integrated within Client's custom software deliverable.
D. Open-Source Software
Deliverables may incorporate open-source libraries (e.g., the Laravel framework, PHP packages, Node modules) governed by standard open-source licenses (such as MIT or Apache 2.0). Rights to open-source components remain subject to their respective licenses.
6. Acceptance Window & 30-Day Defect Warranty
A. Acceptance Testing
Following delivery or staging deployment of any milestone, Client shall have fourteen (14) calendar days ("Acceptance Window") to inspect the deliverable against the SOW specifications. If the deliverable fails to conform in a material respect, Client must provide written notice detailing the non-conformance. Tendon Systems will promptly correct verified deviations at no extra charge.
B. 30-Day Defect Warranty
Tendon Systems warrants that for thirty (30) days following final production deployment ("Warranty Window"), the custom software will function substantially in accordance with the agreed written specifications. Tendon Systems will expeditiously diagnose and resolve verified, reproducible bugs reported during this window at no additional cost.
C. Warranty Exclusions
The warranty does not apply to: (i) modifications or alterations made to source code by Client or third parties without Tendon Systems' prior written approval; (ii) defects caused by third-party API deprecations, rate limits, or breaking service changes; (iii) hosting environment alterations not administered by Tendon Systems; or (iv) issues arising from user error, hardware failures, or network disruptions.
7. Hosting, Maintenance & Ongoing Care Plans
Following the expiration of the 30-day warranty, ongoing server management, framework security patches, database backups, uptime monitoring, and feature enhancements are provided through our Monthly Care Plans or at our prevailing hourly engineering rate. Tendon Systems is not responsible for server outages or security compromises on servers managed independently by Client or uncontracted third parties.
8. Third-Party Services & Integrations
Custom systems frequently interface with external APIs (such as payment processors, calendar engines, communication relays, or AI models). Client is solely responsible for maintaining active, compliant accounts with third-party vendors and paying all external subscription, API usage, and transaction fees. Tendon Systems makes no warranty regarding the uptime, speed, pricing stability, or continuous feature availability of third-party platforms.
9. Confidentiality
Each party agrees that during the course of the engagement, it may receive confidential information concerning the other party's business operations, pricing, code, customer lists, and trade secrets. Each party agrees to protect such confidential information with the same degree of care it exercises over its own proprietary data (and not less than reasonable care), and shall not disclose such information to third parties except to authorized personnel and contractors required for project execution.
10. Disclaimer of Warranties
Except as expressly set forth in these Terms or an executed SOW, all services, digital assets, websites, and custom software are provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, Tendon Systems disclaims all other warranties, whether express, statutory, or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
11. Limitation of Liability
To the fullest extent permitted by law:
- Consequential Damages Waiver: In no event shall Tendon Systems, its directors, employees, or contractors be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including loss of profits, business revenue, data loss, downtime costs, or goodwill, arising out of or related to our services, even if advised of the possibility of such damages.
- Liability Cap: The total aggregate liability of Tendon Systems arising out of or related to these Terms, the website, or any SOW shall not exceed the total fees actually paid by Client to Tendon Systems under the specific Statement of Work giving rise to the claim during the twelve (12) months immediately preceding the event.
12. Term & Termination
- Either party may terminate an engagement immediately upon written notice if the other party commits a material breach of these Terms or the applicable SOW and fails to cure such breach within thirty (30) days of receiving written notice.
- Upon termination, Client shall promptly pay Tendon Systems for all services rendered, milestones achieved, and non-cancellable commitments incurred up to the date of termination.
- Provisions regarding intellectual property ownership, confidentiality, limitation of liability, warranty disclaimers, and governing law shall survive termination.
13. Governing Law & Jurisdiction
These Terms, all SOWs, and any dispute arising out of or related to our commercial relationship shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to any principles of conflicts of law. The parties agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in Montgomery County, Tennessee, and both parties irrevocably consent to the personal jurisdiction and venue of such courts.
14. Modifications to Terms
Tendon Systems reserves the right to revise these Terms periodically. Updated versions will be published on our website with a refreshed effective date. Existing contracted projects will remain governed by the Terms in effect at the time their SOW was executed, unless modified by mutual written amendment.
15. Contact & Legal Notices
All legal inquiries, notices, or contractual questions should be directed to:
- Entity: Tendon Systems
- Jurisdiction: Clarksville, Tennessee, USA
- Email: info@tendonsystems.com
- Phone: +1 (931) 367-7484