Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Baseframe ("Baseframe," "we," "us," or "our"), operated at base-frame.com. By accessing or using our services, you agree to be bound by these Terms. If you do not agree, you must not use our services.

We may update these Terms from time to time. Material changes will be communicated via email or through a notice on our website at least thirty (30) days before they take effect. Continued use of our services after changes become effective constitutes acceptance.

2. Description of Services

Baseframe provides custom-built software platforms for wholesale and distribution businesses ("Platform"). Our services include:

• Discovery, architecture, and development of custom business platforms
• Platform modules including but not limited to CRM, invoicing, payments, inventory management, ticketing, reporting, and AI features
• Hosting, maintenance, security patches, and ongoing improvements
• Integration with third-party services (Shopify, Authorize.net, ShipStation, Microsoft Entra ID, and others as agreed)
• Data migration from existing SaaS tools where applicable

The specific scope of each engagement is defined in a separate Statement of Work ("SOW") or service agreement executed between you and Baseframe. In the event of a conflict between these Terms and a SOW, the SOW shall govern with respect to the specific engagement.

3. Accounts and Access

Access to the Platform is managed through Microsoft Entra ID single sign-on (SSO) for internal users. You are responsible for:

• Maintaining the security of your Microsoft Entra ID tenant and user credentials
• Ensuring that only authorized personnel within your organization have access to the Platform
• Promptly revoking access for any employee or contractor who no longer requires it
• Notifying Baseframe immediately of any suspected unauthorized access or security breach

Wholesale customers who receive invoice payment links do not require a login and are not considered Platform users for the purposes of these Terms.

4. User Obligations

You agree that you will:

• Use the Platform only for lawful business purposes consistent with its intended use
• Provide accurate and current information during onboarding and throughout the engagement
• Comply with all applicable laws, regulations, and industry standards relevant to your business operations
• Not attempt to reverse-engineer, decompile, or disassemble any proprietary Baseframe infrastructure or tooling not included in your delivered codebase
• Not use the Platform to store, transmit, or process any content that is illegal, harmful, threatening, defamatory, or otherwise objectionable
• Not introduce viruses, malware, or any other harmful code into the Platform
• Maintain commercially reasonable security measures within your own organization

5. Intellectual Property

5.1 Your Platform Code

Upon full payment for the development phase, you own the custom codebase built for your Platform. You may modify, extend, or transfer this code at your discretion. Ownership transfers upon final payment for the applicable SOW.

5.2 Baseframe Tools and Methods

Baseframe retains ownership of all proprietary tools, frameworks, methodologies, templates, and general-purpose libraries developed independently of your engagement. These may be used across multiple client projects and are licensed to you for use within your Platform only.

5.3 Third-Party Components

Your Platform may incorporate open-source software components governed by their respective licenses. Baseframe will provide a list of material third-party dependencies and their licenses upon request.

5.4 Your Data

You retain all ownership rights to your data. Baseframe does not claim any intellectual property rights over customer data, business records, or other content you input into the Platform.

6. Payment Terms

Payment terms are specified in the applicable SOW. Unless otherwise agreed:

• Development fees are billed per the schedule in the SOW
• Monthly hosting and maintenance fees are billed in advance on the first of each month
• Invoices are due within thirty (30) days of the invoice date
• Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• Baseframe reserves the right to suspend services for accounts more than sixty (60) days past due, upon fifteen (15) days written notice

All fees are exclusive of applicable taxes. You are responsible for all sales, use, and similar taxes arising from the services.

7. Data Handling and Security

Baseframe takes data security seriously. Our data handling practices include:

• All data is encrypted in transit (TLS 1.3) and at rest (AES-256)
• Payment card data is handled exclusively through Authorize.net CIM tokenization — Baseframe never stores, processes, or transmits raw card numbers
• Platform access is authenticated through Microsoft Entra ID with tenant-locked OIDC
• An append-only audit trail captures every data mutation with before/after snapshots
• Database backups are performed daily and retained per our data retention policy
• Annual penetration testing is conducted by a third-party, CREST-accredited firm

For detailed information about data collection and processing, please refer to our Privacy Policy.

8. Service Availability and Support

Baseframe targets 99.9% uptime for hosted Platforms, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least forty-eight (48) hours in advance and performed during off-peak hours where possible.

Support is provided during business hours (Monday through Friday, 9:00 AM to 6:00 PM Pacific Time, excluding federal holidays). Critical security issues are addressed on an expedited basis regardless of business hours.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASEFRAME, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of, or inability to access or use, the Platform
• Any conduct or content of any third party on or related to the Platform
• Any content obtained from the Platform
• Unauthorized access, use, or alteration of your transmissions or content
• Failures or disruptions in third-party services integrated with the Platform (including Shopify, Authorize.net, ShipStation, Microsoft Entra ID, or AWS services)

BASEFRAME'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BASEFRAME DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above shall apply to the fullest extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless Baseframe and its officers, directors, employees, contractors, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt arising from:

• Your use of and access to the Platform
• Your violation of any term of these Terms
• Your violation of any third-party right, including any intellectual property, privacy, or proprietary right
• Any claim that your data or use of the Platform caused damage to a third party
• Your failure to comply with applicable laws or regulations in your use of the Platform

This indemnification obligation will survive the termination of these Terms and your use of the Platform.

11. Termination

11.1 Termination by You

You may terminate hosting and maintenance services at any time by providing thirty (30) days written notice. Upon termination, you will receive a full export of your data in a standard format and access to your codebase repository.

11.2 Termination by Baseframe

Baseframe may terminate or suspend your access to the Platform immediately, without prior notice, if:

• You breach any material term of these Terms
• Your account is more than sixty (60) days past due
• Continued provision of services would violate applicable law
• Your use of the Platform poses a security risk to Baseframe or other clients

11.3 Effect of Termination

Upon termination: (a) your right to access the hosted Platform ceases; (b) Baseframe will provide a data export within thirty (30) days of your request; (c) your ownership of the custom codebase (per Section 5.1) is unaffected; (d) Baseframe will delete your data from its servers within ninety (90) days of termination, unless retention is required by law.

12. Warranties and Disclaimers

Baseframe warrants that the Platform will be developed with professional care and skill and will substantially conform to the specifications in the applicable SOW for a period of ninety (90) days following delivery ("Warranty Period"). During the Warranty Period, Baseframe will correct any material defects at no additional charge.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Baseframe does not warrant that the Platform will be uninterrupted, error-free, or that defects will be corrected within any specific timeframe outside the Warranty Period.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the services shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by JAMS in Orange County, California, in accordance with its Comprehensive Arbitration Rules.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes, without limitation, business processes, customer data, pricing, technical architecture, and security configurations.

Confidential Information may only be disclosed to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. This obligation survives termination for a period of three (3) years.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, internet outages, third-party service failures, pandemics, or acts of terrorism.

16. General Provisions

• Entire Agreement. These Terms, together with any applicable SOW and Privacy Policy, constitute the entire agreement between you and Baseframe regarding the services.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver. The failure of Baseframe to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment.You may not assign your rights under these Terms without Baseframe's prior written consent. Baseframe may assign its rights and obligations without restriction.
• Notices. All notices under these Terms shall be in writing and sent to the email address on file for the respective party. Notices to Baseframe should be sent to the address provided on our contact page.