General Terms and Conditions of Sale and Service
Jesaval Consulting, LLC
Effective June 01, 2026
Purpose and scope. These Terms govern individual purchases of technology goods and services from Jesaval Consulting, LLC, including consulting, hourly technical support, professional services, project work, procurement, hardware, software, licensing, and related services. They are intended for commercial clients and are incorporated into applicable quotes, orders, statements of work, and invoices.
No service-plan commitment. These Terms do not, by themselves, create a managed services agreement, minimum service commitment, recurring service term, automatic renewal, service-level agreement, or obligation to purchase future goods or services. Any managed services, recurring plans, or service-level commitments must be stated in a separate written agreement or ordering document.
| Document | When it controls |
|---|---|
| Signed agreement | Controls for the services it expressly covers if it conflicts with these Terms. |
| Quote or statement of work | Controls project-specific scope, pricing, deliverables, assumptions, and timing. |
| These Terms | Control the general commercial terms for the applicable transaction. |
1. Definitions
“Client,” “you,” and “your” mean the person or business purchasing or receiving Goods or Services from Jesaval Consulting, LLC. “Jesaval,” “we,” “us,” and “our” mean Jesaval Consulting, LLC, a California limited liability company. “Goods” means hardware, equipment, materials, and other tangible products. “Services” means consulting, support, project, installation, configuration, procurement, licensing, and other technology-related work. “Order” means an accepted request for Goods or Services, including an approved Quote, purchase order, statement of work, email authorization, or other written instruction. “Quote” means a written proposal, estimate, or quotation issued by us. “Third-Party Products” means hardware, software, cloud services, telecommunications, warranties, subscriptions, and other products or services provided by a third party.
2. Acceptance and Order of Precedence
You accept these Terms when you approve a Quote or Order that references them, request or authorize us to begin Services after receiving notice of them, accept delivery of Goods, or pay an invoice that references them. These Terms apply only to the applicable transaction and do not require either party to enter future transactions.
If documents conflict, the following order applies: (a) a separately signed agreement, but only for the subject matter it covers; (b) an accepted statement of work or Quote; (c) these Terms; and (d) a Client purchase order or other Client form. Additional or conflicting terms in a Client purchase order or portal are rejected unless we expressly accept them in a writing signed by an authorized representative.
3. Quotes Estimates and Orders
Unless a Quote states otherwise, it expires 14 calendar days after issuance. Estimates are good-faith forecasts, not fixed prices, unless expressly identified as fixed-price. Pricing, availability, specifications, shipping, delivery dates, taxes, and vendor terms may change before we accept an Order.
An Order becomes binding when we accept it in writing, begin performance at your request, place a noncancelable order with a supplier, or deliver Goods or Services. We may reject or cancel an Order before performance if the item is unavailable, the quoted information contains a material error, credit or payment requirements are not satisfied, or performance would violate law or a third-party restriction. If we cancel after receiving payment, our obligation is limited to refunding the amount paid for the canceled portion.
A person who approves an Order on behalf of a Client represents that the person has authority to bind the Client. Electronic approvals and email instructions may be relied upon as written authorization.
4. Scope Changes and Client Cooperation
The applicable Quote or statement of work defines the Services. Work outside that scope, including changes requested by the Client, unforeseen conditions, rework caused by inaccurate information, or dependencies not disclosed before work begins, may require a revised Quote or may be billed at the applicable rate after notice to the Client.
You will provide timely access to appropriate personnel, locations, equipment, systems, credentials, information, approvals, facilities, and third-party providers reasonably required to perform the Services. You are responsible for the accuracy and completeness of information and instructions you provide. Schedule and cost estimates may be adjusted when access, information, approvals, or dependencies are delayed or incomplete.
5. Pricing Taxes Expenses and Time Billing
You will pay the prices and rates stated in the applicable Quote, Order, statement of work, or invoice. Unless expressly stated otherwise, prices exclude sales, use, excise, telecommunications, and similar taxes and government charges. You are responsible for those amounts, excluding taxes based on our net income. A valid exemption certificate must be provided before invoicing.
Hourly Services are billed using the minimums and increments stated in the applicable Quote, rate schedule, or invoice. On-site work may include a minimum charge and reasonable travel time. After-hours, emergency, expedited, or holiday work may be billed at a higher rate when disclosed before the work or stated in an applicable ordering document.
You will reimburse reasonable, documented out-of-pocket costs incurred for the work, including shipping, tolls, parking, travel, lodging, and third-party charges. We will seek advance approval for material travel expenses when reasonably practicable.
6. Invoicing and Payment
Invoices are due according to the payment terms shown on the invoice or, if no terms are shown, within 15 calendar days after the invoice date. You must notify us in writing of a good-faith invoice dispute within 10 calendar days after receipt and identify the specific amount and basis of the dispute. Undisputed amounts remain due on time.
Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. To the extent permitted by law, you will reimburse reasonable collection costs, including attorneys’ fees and court costs, incurred to collect overdue undisputed amounts. We may suspend unperformed Services or withhold further delivery after reasonable notice if an undisputed invoice remains past due. Suspension does not waive payment obligations.
Credit card, ACH, financing, or payment-platform transactions may be subject to separate provider terms. Returned payments and chargebacks may be assessed the actual fees imposed on us, to the extent permitted by law.
7. Procurement Shipping Delivery and Risk
We may procure Goods and Third-Party Products on your behalf from distributors, manufacturers, licensors, and service providers. Product availability and estimated arrival dates are not guaranteed. We are not responsible for supplier substitutions, allocations, discontinuations, backorders, carrier delays, or other circumstances beyond our reasonable control.
Shipping, handling, insurance, environmental, recycling, and similar charges may be added unless included in the Quote. Risk of loss for physical Goods passes to you upon delivery to the Client-designated location or carrier, as applicable. Title passes after we receive full payment for those Goods, subject to applicable law.
You are responsible for inspecting shipments promptly and reporting visible damage, shortages, or incorrect items within 5 business days. Carrier damage claims may require photographs, packaging, and other documentation.
8. Cancellations Returns and Refunds
Orders may not be canceled after acceptance without our written approval. Approval depends on supplier rules, shipment status, licensing status, customization, and work already performed. Special-order, configured, opened, activated, registered, downloadable, subscription, custom, and nonreturnable supplier items cannot be returned unless defective and accepted by the applicable supplier.
Approved returns must satisfy the manufacturer’s or distributor’s return conditions and time limits. You are responsible for restocking, shipping, handling, cancellation, and administrative charges imposed by a supplier or reasonably incurred by us, except when the return results solely from our shipping error. Refunds are issued after the supplier accepts the return and credits us, less applicable charges.
9. Third Party Products and Services
Third-Party Products are governed by the provider’s license, subscription, warranty, acceptable-use, privacy, support, renewal, cancellation, and other terms. You authorize us to accept or administer those terms on your behalf when necessary to fulfill an Order. You remain responsible for reviewing and complying with them.
Third-party pricing, functionality, availability, support, security, data practices, and terms may change without our control. We do not warrant Third-Party Products and are not responsible for a provider’s acts, omissions, outages, discontinuation, data loss, or breach. We will reasonably assist with a warranty or vendor claim when included in scope or billed as Services.
10. Software Licensing and Acceptable Use
You will use software and cloud services only as licensed and will maintain accurate license counts and authorized-user records. You represent that you have the right to provide any software, credentials, content, data, or materials supplied to us for installation, migration, access, or processing.
You will not request or use Services for unlawful activity, unauthorized access, infringement, evasion of security controls, or violation of third-party rights or terms. We may decline or stop work that we reasonably believe would be unlawful, unsafe, unauthorized, or materially harmful.
11. Client Data Security and Backups
Unless a separate written agreement expressly assigns a responsibility to us, you remain responsible for your data governance, account administration, cybersecurity decisions, business continuity, and maintaining current, tested, recoverable backups before and during any Services. You should verify backups before changes, upgrades, migrations, repair, or troubleshooting.
Technology work can involve interruption, configuration changes, data movement, or failure of hardware, software, networks, or third-party services. We will use commercially reasonable care, but we do not guarantee that data will be recoverable or that systems will be uninterrupted or error-free. You will promptly disclose known security incidents, hazardous conditions, unsupported systems, access restrictions, and other material risks relevant to the work.
12. Confidentiality
Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or receive the applicable transaction and will protect it using reasonable care. Confidential information does not include information that is publicly available without breach, already lawfully known, independently developed without use of the information, or lawfully received from another source without a confidentiality duty.
A receiving party may disclose confidential information to personnel, contractors, professional advisers, and vendors who need it for the transaction and are subject to confidentiality duties, or when required by law. When legally permitted, the receiving party will provide reasonable notice before a compelled disclosure. These obligations continue for three years after disclosure, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
13. Intellectual Property
Each party retains ownership of intellectual property it owned or developed independently of the transaction. Unless a Quote or statement of work expressly states otherwise, we retain ownership of our preexisting materials, methods, templates, scripts, tools, know-how, documentation frameworks, and reusable components, including improvements to them.
After full payment, you may use the deliverables specifically created for you for your internal business purposes. That right is nonexclusive, nontransferable except with a permitted business successor, and subject to third-party license terms. No ownership of our background materials or Third-Party Products transfers to you. Client data and Client-provided content remain yours.
14. Warranties and Disclaimers
We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. You must notify us of a claimed breach within 30 days after the affected Services. Our obligation, and your exclusive remedy for breach of this service warranty, is to reperform the nonconforming Services when reasonably possible or refund the fees paid for the specific nonconforming Services, at our option.
Except for the express warranty above and to the maximum extent permitted by law, Goods and Services are provided “as is.” We disclaim implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing or usage of trade. We do not guarantee any particular business result, security outcome, compatibility, uninterrupted operation, or error-free performance. Manufacturer and third-party warranties, if any, pass through only to the extent the provider permits.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, business opportunities, goodwill, anticipated savings, or loss or corruption of data, arising from an applicable transaction, even if advised that such damages were possible.
To the maximum extent permitted by law, Jesaval’s aggregate liability arising from a particular Quote, Order, statement of work, or invoice will not exceed the fees paid or payable to Jesaval for the specific Goods or Services giving rise to the claim during the six months preceding the event giving rise to liability. If the claim concerns a one-time purchase or project lasting fewer than six months, the cap is the amount paid or payable for that purchase or project.
The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited. The parties agree that these limitations allocate commercial risk and apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose.
16. Indemnification
You will defend and indemnify Jesaval and its personnel from third-party claims, damages, and reasonable costs arising from (a) Client-provided content, software, data, instructions, or materials that infringe third-party rights; (b) your unlawful or unauthorized use of Goods or Services; or (c) your material breach of Section 10. We will promptly notify you of a covered claim, allow you to control the defense and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a manner that admits fault by or imposes a nonmonetary obligation on us without our written consent.
17. Scheduling Force Majeure and Subcontractors
Dates and completion times are estimates unless expressly identified in writing as firm commitments. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, utility or internet failure, cyberattack not caused by that party’s failure to use reasonable care, labor disruption, government action, war, civil unrest, epidemic, transportation delay, or supplier failure. The affected party will use reasonable efforts to reduce the impact.
We may use qualified employees, affiliates, contractors, or subcontractors to provide Services and remain responsible for their performance to the same extent as if we performed the work directly.
18. Suspension and Transaction Cancellation
Either party may cancel unperformed Services for a particular transaction by written notice, subject to the applicable Quote, statement of work, supplier commitments, and payment for work performed and noncancelable costs incurred through the effective cancellation date. Cancellation of one transaction does not cancel another transaction or a separately signed agreement.
We may suspend or terminate affected work immediately if continued performance would be unlawful, unsafe, unauthorized, technically unreasonable, or likely to cause material harm, or if you materially breach these Terms and do not cure the breach within a reasonable period after notice when cure is possible.
19. Communications and Notices
Routine approvals, change requests, and transaction communications may be sent by email, ticket, portal, or other electronic method the parties ordinarily use. Formal legal notices under these Terms must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of transmission to the business or notice contact most recently provided by the receiving party. Notice is effective upon confirmed delivery, except notices received outside normal business hours are effective on the next business day.
20. Changes to These Terms
We may update these Terms for future transactions by posting a revised version on our website with a new effective date. The version presented or referenced when an applicable Quote or Order is accepted governs that transaction unless the parties agree otherwise in writing. An update will not retroactively change an already accepted transaction or separately signed agreement.
21. Governing Law and Disputes
California law governs these Terms and each transaction, without regard to conflict-of-law principles. Any lawsuit arising from these Terms or a transaction must be brought in the state or federal courts located in Riverside County, California, and each party consents to personal jurisdiction and venue there. Before filing suit, the parties will first attempt in good faith for at least 15 days to resolve the dispute through representatives with authority to settle, except that either party may seek emergency or injunctive relief or pursue collection of an undisputed past-due amount.
22. General Provisions
Neither party may assign an applicable transaction without the other party’s written consent, except either party may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee assumes the applicable obligations. These Terms do not create a partnership, joint venture, fiduciary, employment, franchise, or agency relationship.
A waiver must be in writing and applies only to the specific instance stated. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in effect. Headings are for convenience only. “Including” means “including without limitation.” Electronic signatures and counterparts are effective. These Terms and the documents incorporated under Section 2 are the entire agreement for the applicable transaction and supersede prior discussions about that transaction.
Contact. Questions about these Terms may be directed to contact@jesaval.com. Billing or transaction-specific questions may be directed to billing@jesaval.com and should reference the applicable Quote, Order, project, or invoice number.