Definitions

• “Agency” refers to Via Profectus LTD, trading as BMCentrics.
• “Client” means the individual or legal entity engaging the Agency’s services.
• “Services” refer to all work provided by the Agency, including but not limited to strategic business consulting, MVP development, business process automation, website development, e-commerce development, and ready-made business tools.
• “Project” is the agreed scope of work described in a signed contract or written communication.
• “Deliverables” mean the results or outputs of the project, such as strategic plans, working products, automated systems, websites, documentation, and other work products.
• “Agreement” includes these Terms and Conditions and any specific service agreement signed between the parties.
• “Partnership Development Model” refers to the equity-based engagement model where the Agency receives both fixed fee and equity ownership in the Client’s business.

Scope of Services

The Agency provides strategic digital solutions for European businesses, including:

• Strategic Business Consulting
• MVP Development & Startup Validation (Partnership or hourly models)
• Business Process Automation
• Professional Website Development
• E-commerce Development
• Ready-Made Business Tools

Services are typically delivered in stages, with approval required after each phase before continuing. All deliverables must be reviewed by the Client within five (5) business days. If no written objections are made within this period, the stage shall be deemed accepted.

Client Obligations

The Client agrees to:

• Provide all necessary business information, access credentials, and content in a timely manner.
• Respond to information requests within 8 working hours and provide required content or approvals within three (3) working days.
• Participate in strategic sessions, validation activities, and feedback collection as required.
• Acknowledge that failure to provide timely feedback or input may delay the project timeline without penalty to the Agency.
• For Partnership Development Model engagements, provide accurate business and financial information for equity valuation.

Acceptance of Work

Work is considered accepted through any of these methods:

• Upon signing of a handover or delivery act;
• Upon issuance and payment of the final invoice;
• Upon successful completion of validation testing for MVP projects;
• If no objections are received in writing within 5 business days of delivery.

Any later requests for changes may be subject to additional charges.

Payments and Fees

Standard Services

• Fees and payment stages will be agreed upon in writing.
• Invoices must be paid within thirty (30) days of issuance, unless otherwise stated.
• Late payments incur a penalty of 0.02% of the outstanding amount per day.

Partnership Development Model

• Fixed fee component is due upon contract signing as agreed in individual service contracts.
• Equity component (percentage to be determined per project) is formalized through separate equity agreement.
• Partnership terms include ongoing strategic support and aligned success metrics.

Hourly Services

• Hourly rates apply to Strategic Foundation + development model and ongoing support as agreed in individual service contracts.
• Time tracking is provided transparently with detailed progress reports.
• Monthly invoicing for hourly services unless otherwise agreed.

The Agency may involve a third party for debt collection, and any costs incurred will be charged to the Client. Work and contract may be paused, canceled, or licenses revoked for overdue payments.

Intellectual Property

Standard Projects

• All intellectual property remains the property of Via Profectus LTD until the final payment is made.
• Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the deliverables.
• Pre-existing frameworks, methodologies, or templates developed by the Agency remain its property.

Partnership Development Model

• Intellectual property in the developed MVP is shared according to equity ownership.
• The Agency retains rights to methodologies, frameworks, and reusable components.
• Client receives rights to business-specific implementations and customizations.

Clients may not resell, replicate, or sublicense the deliverables without prior written approval.

Warranty and Support

Standard Services

• A 12-month warranty applies if systems are hosted on the Agency’s infrastructure and protected from third-party access.
• A 1-month warranty applies for systems hosted elsewhere or with open code access.
• The warranty does not cover issues caused by unauthorized modifications or unpaid services.

Partnership Development Model

• Ongoing strategic support is included as part of the partnership agreement.
• Technical support continues until successful market validation or partnership termination.

Ready-Made Business Tools

• Tools come with setup support and 30-day implementation warranty.
• Ongoing support available at standard hourly rates.

All fixes outside warranty terms are billable based on current hourly rates.

Service Exclusions

Unless otherwise agreed in writing, the following are not included:

• Content creation (unless explicitly stated in consulting packages),
• Advanced SEO configuration (metadata, alt tags, etc.),
• Graphic design (logos, banners, image processing),
• Email server or newsletter setup,
• Hosting, domains, or third-party system licenses,
• Translations into other languages,
• Legal or regulatory compliance beyond general GDPR considerations,
• Market research beyond strategic consulting scope.

Meetings and Revisions

• Strategic consulting includes specified number of sessions per package.
• MVP development includes regular progress meetings and validation sessions.
• Training is limited to agreed scope per service. Additional training may be charged at rates specified in individual service agreements.
• Revision requests outside the agreed project scope or made after approval are considered additional work and billed accordingly.

European Market Compliance

The Agency provides services with consideration for European business requirements, including:

• Basic GDPR compliance for digital solutions
• European payment method integrations where applicable
• Cultural adaptation for European markets

However, specific legal, regulatory, or compliance requirements remain the Client’s responsibility unless explicitly included in the service agreement.

Portfolio Use

The Agency retains the right to showcase the Client’s name, logo, project description, and related visuals in its portfolio, website, and promotional materials as case studies demonstrating business results and strategic success.

For Partnership Development Model clients, portfolio use will respect confidentiality requirements and focus on methodology and results rather than sensitive business information.

If the Client objects to being listed in the portfolio, they must notify the Agency in writing before the project launch or publication.

Limitation of Liability

Via Profectus LTD is not liable for:

• Loss of business, revenue, or data beyond the Agency’s direct control,
• Third-party service failures (e.g., hosting, email, payment processors),
• Market validation results or business success (though strategic guidance is provided),
• Damages caused by unauthorized third-party changes or code alterations,
• Delays caused by Client actions or omissions,
• European regulatory changes affecting project requirements.

Total liability is limited to the total amount paid by the Client under the relevant service agreement.

Subcontractors

The Agency reserves the right to engage third-party service providers, subcontractors, or freelancers to fulfill parts of the project, particularly for:

• Specialized technical development
• European market research
• Regulatory compliance consulting
• Design and user experience work

The use of such parties will not affect the quality or scope of Services, and Via Profectus LTD remains fully responsible for the final delivery and obligations under this Agreement.

Termination

Standard Services

Either party may terminate the agreement:

• With cause, if the other party fails to fulfill obligations and does not remedy the breach within ten (10) calendar days of written notice;
• Without cause, with written notice, provided that outstanding payments, deliverables, and obligations are resolved.

Partnership Development Model

• Partnership agreements include specific termination clauses related to equity ownership.
• Termination may trigger buy-out provisions or equity adjustment mechanisms.
• Strategic support obligations continue according to partnership terms.

If terminated by the Client, any advance payments are non-refundable, and the Agency may charge for completed work up to the termination date.

Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, pandemic, internet outages, European regulatory changes). Affected parties must notify the other party as soon as possible.

Confidentiality

All exchanged business information, strategic plans, market data, and project discussions are considered confidential unless otherwise agreed. Neither party shall disclose or reuse such information for unrelated purposes.

For Partnership Development Model engagements, confidentiality extends to business performance data, market validation results, and strategic planning information.

Official Communication

While the contract is signed by Via Profectus LTD, some communication may originate from email addresses associated with BMCentrics brand, subcontractors, partner teams, or project-specific domains.

All such communication is considered valid and binding as long as it relates to the project described in this Agreement, unless the Client is formally instructed to disregard specific contacts.

Privacy and Cookies

By using our services or submitting your data, you consent to the processing of your personal information in line with our Privacy Policy and Cookie Policy. These outline how we collect, use, and protect your data, including our use of email communication for direct marketing based on legitimate interest.

Personal data may be processed for:

• Strategic business analysis and consulting
• Market validation and customer research
• Business development and partnership management
• European market compliance requirements

Changes to These Terms

Via Profectus LTD reserves the right to update these Terms and Conditions at any time. Clients will be notified of significant changes. Continued use of services implies acceptance of the revised terms.

Governing Law and Jurisdiction

These Terms and all related matters shall be governed by the laws of the United Kingdom. Any disputes shall be settled by the competent courts in the jurisdiction of Via Profectus LTD’s registered office.

For matters related to European market operations, relevant EU regulations and directives may apply to specific service deliverables as agreed in individual service contracts.

Via Profectus LTD, trading as BMCentrics
Company Registration: 15305248
Registered Address: 128 City Road, London, United Kingdom, EC1V 2NX