These terms govern your use of the Bagacaya website and the services we provide. We've written them in plain language — the same way we write everything else — because clarity is foundational to how we work. Please read them. If something isn't clear, ask us.
By accessing or using the Bagacaya website at bagacaya.com (the "Site"), submitting an inquiry, downloading any resource, or engaging Bagacaya LLC for services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, please do not use the Site or engage our services.
These Terms apply to all visitors, prospective clients, and clients. For active client engagements, these Terms are supplemented by a project proposal or service agreement that governs the specific scope, deliverables, timeline, and payment terms of that engagement. Where the project agreement conflicts with these Terms, the project agreement governs.
These Terms were last updated on January 1, 2025. We recommend reviewing them periodically.
Bagacaya LLC is a brand identity, workflow systems, and digital infrastructure firm organized under the laws of the State of New Jersey, United States. We provide services to entrepreneurs, consultants, creatives, and early-stage businesses.
References to "Bagacaya," "we," "us," or "our" in these Terms refer to Bagacaya LLC. References to "you" or "client" refer to any individual or entity accessing the Site or engaging our services.
You may use the Site for lawful purposes related to learning about and engaging our services. You agree not to:
We reserve the right to terminate or restrict access to the Site for anyone who violates these Terms or uses the Site in a manner we determine to be harmful or inappropriate, at our sole discretion.
Availability. We aim to keep the Site available at all times but make no guarantees of uninterrupted access. We may take the Site offline for maintenance, updates, or other operational reasons without advance notice.
Third-party links. The Site may link to third-party websites. These links are provided for convenience only. We have no control over those sites and are not responsible for their content, privacy practices, or terms. Linking to a third-party site does not constitute endorsement by Bagacaya.
Bagacaya provides three core services: brand identity, workflow systems, and digital systems. Each service is described on our website and in the project proposals we deliver to prospective clients.
Services are project-based. Unless a separate retainer or ongoing service agreement is in place, each engagement is a discrete project with a defined scope, timeline, and deliverable set. The specific terms of any engagement are governed by the project proposal accepted by the client.
Discovery calls. Participating in a discovery call does not create any obligation on either party. A discovery call is a conversation to assess mutual fit and understand the scope of a potential engagement. No services begin until a written proposal has been accepted and any applicable deposit received.
Results. We are committed to delivering high-quality work. However, we cannot guarantee specific business outcomes — such as particular revenue growth, client acquisition rates, or search rankings — resulting from our work. Our services provide the brand identity, systems, and infrastructure that support your business goals; achieving those goals depends on many factors outside our control.
What "done" means at Bagacaya. We do not consider an engagement complete until the client can operate what we built without ongoing involvement from Bagacaya. Every deliverable is fully documented and handed off with the training necessary to use it independently. This commitment is built into how we scope and execute every project.
A client engagement begins when a written project proposal has been accepted by the client. Acceptance may be indicated by a signed proposal document, written email confirmation, or payment of the initial deposit — whichever occurs first.
Proposal validity. Proposals are valid for 30 days from the date issued unless otherwise specified. After 30 days, pricing and timelines may be subject to revision. We do not impose pressure to accept a proposal within any shorter period — the 30-day window simply reflects that our availability and costs may change.
What proposals include. Every Bagacaya proposal sets out the scope of work, list of deliverables, project timeline, investment amount, and payment schedule. The proposal is the governing document for that engagement. Any changes to scope, timeline, or investment require written agreement from both parties.
No verbal agreements. Verbal commitments regarding scope, pricing, or deliverables are not binding. All material terms must be documented in writing — either in the proposal or in a written amendment to the proposal — to be enforceable.
Payment terms are established in each project proposal. The following general terms apply unless the proposal states otherwise:
Most engagements are structured with milestone-based payments across the project lifecycle — typically split across the start of the project, a mid-project milestone, and final delivery. The specific milestones and amounts are defined in the project proposal.
Invoices are issued at each milestone. Payment is due within 14 days of the invoice date unless otherwise stated in the proposal. Late payments accrue interest at 1.5% per month (18% per annum) on the outstanding balance, beginning 15 days after the invoice date.
If a payment becomes more than 14 days past due, Bagacaya reserves the right to pause active work until the outstanding balance is settled. We will notify the client before pausing work. Pausing work due to non-payment does not relieve the client of any payment obligations, and any timeline extensions resulting from a work hold are not Bagacaya's responsibility.
If an engagement requires third-party expenses (such as stock photography licenses, premium fonts, hosting fees, or software licenses required specifically for the project), these will be itemized in the proposal or agreed in writing before being incurred. Clients are responsible for the cost of any tools, platforms, or subscriptions required to use the deliverables after handoff.
Our fees do not include applicable sales, use, or other taxes. Where required by law, applicable taxes will be added to invoices. Clients are responsible for any taxes applicable to their purchase of our services.
Deposits are non-refundable. For work completed and delivered at each milestone, payment is non-refundable once the milestone deliverables have been approved or deemed approved (see Section 10 on scope changes and approval timelines). If Bagacaya cancels an engagement for reasons within our control, we will refund any amounts paid for work not yet delivered.
Intellectual property terms are fundamental to how we structure client engagements. The following terms apply unless the project proposal specifies different arrangements.
Upon receipt of full payment for an engagement, Bagacaya assigns to the client full ownership of the final deliverables created specifically for that client — including brand identity assets, workflow documentation, and custom-built digital systems. This assignment covers all intellectual property rights in those deliverables, including copyright.
Until full payment is received, all work product remains the property of Bagacaya LLC. Clients may not use, publish, or deploy work in progress without written permission.
Bagacaya retains ownership of all pre-existing materials, tools, frameworks, methodologies, processes, and templates used in delivering client work. Where these are incorporated into client deliverables, Bagacaya grants the client a perpetual, non-exclusive license to use them as part of the delivered work, but not to resell or sublicense them separately.
Bagacaya retains the right to display completed client work in our portfolio, case studies, and marketing materials, unless the client requests confidentiality in writing. Requests for confidentiality must be made before the project begins and will be respected in full.
Where deliverables incorporate third-party materials — such as licensed fonts, stock photography, or open-source software — those materials remain subject to their respective licenses. Bagacaya will identify any third-party materials used and provide the relevant license details at handoff. The client is responsible for maintaining any required licenses after handoff.
All content on the Bagacaya website — including text, design, graphics, and code — is the property of Bagacaya LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our written permission.
Both parties may share confidential information in the course of a client engagement. Each party agrees to hold the other's confidential information in confidence and not to disclose it to third parties without prior written consent, except as required by law.
What counts as confidential. Confidential information includes business plans, financial information, client lists, pricing, unreleased products or services, operational processes, and any information designated as confidential by the disclosing party. It does not include information that is publicly available, already known to the receiving party, independently developed by the receiving party, or disclosed with the disclosing party's consent.
Duration. Confidentiality obligations survive the termination of any engagement for a period of two years, after which the obligations lapse unless the parties agree otherwise in writing.
Client information in our work. We take client confidentiality seriously. Business information, strategic plans, and proprietary processes shared with us in the course of an engagement are used solely to perform the agreed work. We do not share client-specific information with other clients or use it for purposes outside the scope of the engagement.
A successful engagement requires meaningful participation from the client. The following responsibilities apply to all Bagacaya clients:
We understand that business needs evolve during a project. Our approach to scope changes is straightforward: minor adjustments are absorbed into the process; significant changes are addressed openly with a conversation about what changed and what it means for timeline and investment.
A scope change is any request that falls outside the deliverables or timeline defined in the accepted proposal, including: additional deliverables not listed in the original scope, significant changes in direction after a phase has been approved, requests that require substantially more time than originally estimated, or changes to the project timeline that require re-scheduling of Bagacaya's resources.
When a scope change is identified, Bagacaya will provide a written change order describing the additional work, the estimated additional investment, and any impact on the project timeline. Work on the change does not begin until the change order is accepted in writing. We will never unilaterally add charges to a project without prior written agreement.
Each phase of the project includes a review and approval step. If a client does not respond to a request for approval within 10 business days, the work is considered approved and the project proceeds. We will always follow up before invoking deemed approval and will make reasonable efforts to reach the client through multiple channels before doing so.
Each phase includes a defined number of revision rounds as specified in the proposal. Revisions outside the included rounds, or revisions that represent a significant change in direction after approval, are treated as scope changes and handled accordingly.
A client may cancel an engagement at any time by providing written notice. Upon cancellation, the client is responsible for payment of all work completed and delivered up to the date of cancellation, calculated at a pro-rata rate against the total project investment or the applicable milestone payment, whichever is greater. Deposits are non-refundable in all cases.
Upon receipt of final payment for completed work, Bagacaya will deliver all completed materials in an organized, transferable format. Work that has not been delivered at the time of cancellation is not owed to the client.
Bagacaya may terminate an engagement by written notice if: the client materially breaches these Terms or the project agreement and fails to cure the breach within 10 business days of written notice; the client engages in conduct that is fraudulent, abusive, or damaging to Bagacaya's reputation; or the client fails to make payment and remains in default after the process described in Section 6.
If Bagacaya terminates for reasons within our control (not caused by client breach), we will refund any amounts paid for work not yet delivered and deliver all completed work to date.
Upon termination for any reason, the provisions of these Terms that by their nature should survive — including payment obligations, intellectual property terms, confidentiality, limitation of liability, and dispute resolution — remain in full force.
The Bagacaya website and its content are provided "as is" without warranties of any kind, express or implied. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by applicable law.
Our services are provided with reasonable care and skill. We do not, however, warrant any specific business outcome from our work. The results of brand identity, workflow systems, or digital infrastructure projects depend on many factors including how the deliverables are implemented and maintained after handoff, market conditions, and business decisions made by the client.
To the fullest extent permitted by applicable law, Bagacaya LLC's total liability to any client for any claim arising out of or related to these Terms or any engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by that client to Bagacaya in the three months preceding the claim.
In no event shall Bagacaya be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, loss of goodwill, or business interruption, even if we have been advised of the possibility of such damages.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full. In those cases, our liability will be limited to the greatest extent permitted by applicable law.
You agree to defend, indemnify, and hold harmless Bagacaya LLC and its members, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
We would rather resolve any disagreement through a direct conversation than through formal legal proceedings. If a dispute arises, we ask that both parties make a genuine effort to resolve it informally first.
Before initiating any formal legal process, the party with a grievance must notify the other party in writing, describing the dispute in reasonable detail. The parties agree to engage in good-faith negotiations for a period of 30 days following that notice to attempt to resolve the dispute informally.
If informal negotiation does not resolve the dispute within 30 days, either party may request non-binding mediation through a mutually agreed mediator or through a recognized mediation service. The costs of mediation are shared equally between the parties.
If mediation is unsuccessful, either party may pursue available legal remedies. Any litigation shall be conducted in the state or federal courts located in New Jersey, and both parties consent to the personal jurisdiction of those courts.
Any disputes are to be resolved on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration against Bagacaya LLC.
These Terms are governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of law provisions. Any legal action arising out of or related to these Terms shall be brought exclusively in the state or federal courts of New Jersey.
If you are accessing the Site or engaging our services from outside the United States, you do so voluntarily and are responsible for compliance with local laws where applicable.
We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. For changes that materially affect client rights or obligations, we will provide reasonable advance notice to active clients by email.
Your continued use of the Site after any changes constitutes acceptance of the updated Terms. Changes do not retroactively affect the terms of project proposals already accepted — those engagements are governed by the Terms in effect at the time the proposal was accepted, supplemented by any written amendments agreed by both parties.
If you disagree with a material change to these Terms, please stop using the Site and contact us. For active engagements, we will make reasonable efforts to discuss how the change affects your project.
Questions about these Terms, requests for clarification, or concerns about how we've handled an engagement should be directed to us directly. We read every message personally.
These Terms are written to be fair to both parties and to reflect how we actually operate — not to create advantages through legal complexity. If something here feels unclear or unfair, please tell us. We'd rather discuss it than have it become a point of friction.
As with the Privacy Policy, we recommend having these Terms reviewed by a qualified attorney before relying on them in any formal legal context. They are written in good faith but should be verified for compliance with applicable New Jersey law and any industry-specific requirements.