Terms & Conditions

Last Updated: March 2026

These Terms & Conditions ("Agreement") govern the professional relationship between GTS Distributions ("Company," "we," "us") and any individual or entity ("Client," "you") that engages our services or uses this website. By submitting a project inquiry, signing a proposal, or otherwise engaging GTS Distributions, you acknowledge that you have read, understood, and agree to be bound by this Agreement in full.

1. Scope of Services

GTS Distributions is a professional software development and IT consulting firm. Our service offerings include, but are not limited to:

• Custom web and mobile application design, development, and deployment
• Full-stack software engineering (front-end, back-end, database, and infrastructure)
• API design, development, and third-party integration
• Business process automation and scripting
• Database architecture, migration, and optimization
• Cloud infrastructure setup, deployment pipelines, and DevOps consulting
• Ongoing website and application maintenance, monitoring, and hosting management
• Technical consulting, code audits, and architecture review

The specific scope of work for each engagement will be defined in a written Project Proposal or Statement of Work ("SOW") agreed upon by both parties before development begins. Any work not explicitly listed in the SOW is considered out of scope and may require a separate agreement or change order.

2. Engagement & Project Kickoff

2.1 Discovery & Proposal

Every engagement begins with a discovery phase. After you submit an inquiry through our website or contact us directly, we will schedule a consultation to understand your goals, technical requirements, timeline, and budget. Based on that conversation, GTS Distributions will prepare a detailed Project Proposal or SOW outlining deliverables, milestones, timelines, technologies, and pricing.

2.2 Acceptance

A project is considered accepted when the Client provides written approval of the Proposal or SOW (email confirmation, e-signature, or signed document) and the required deposit has been received. No development work will commence until both conditions are met.

2.3 Right to Decline

GTS Distributions reserves the right to decline any project at its sole discretion, including but not limited to projects that conflict with our values, exceed our current capacity, or involve technologies outside our expertise.

3. Pricing, Payment & Invoicing

3.1 Pricing Models

We offer two primary pricing structures depending on the nature of the engagement:

• Fixed-Price Projects: A total project fee agreed upon in the SOW, billed in milestones (e.g., 50% upfront, 50% on delivery; or 40/30/30 across three milestones).
• Hourly / Retainer Engagements: Billed at an agreed hourly rate with invoices issued bi-weekly or monthly. Retainer clients receive a set number of hours per month at a discounted rate.

3.2 Deposit

A non-refundable deposit of 50% of the total estimated project cost (or the first milestone payment, whichever is specified in the SOW) is required before any development work begins. This deposit secures your position in our production schedule.

3.3 Final Payment & Delivery

Final payment is due before the completed project is deployed to a production environment or source code is transferred to the Client. We will provide a staging/preview environment for review and approval prior to final deployment.

3.4 Late Payment

Invoices are due within 14 calendar days of issue unless otherwise stated. Unpaid balances beyond 14 days will incur a late fee of 1.5% per month (18% APR) on the outstanding amount. GTS Distributions reserves the right to pause all active work and revoke access to staging environments until the account is brought current.

3.5 Refund Policy

Due to the nature of custom software development, refunds are not issued once development work has begun. If a project is cancelled by the Client mid-development, the Client is responsible for payment of all work completed up to the cancellation date, calculated on a time-and-materials basis. Any unused portion of a retainer is non-refundable unless otherwise stipulated in writing.

4. Development Process & Timelines

4.1 Development Methodology

GTS Distributions follows an iterative development process. Depending on the project complexity, we may employ agile sprints, milestone-based delivery, or a phased rollout. You will receive regular progress updates, access to staging builds, and structured checkpoints for feedback and approval throughout the engagement.

4.2 Timeline Estimates

All timelines provided in the SOW are good-faith estimates based on the agreed scope. Actual delivery may vary due to scope changes, third-party dependencies, or unforeseen technical complexity. We will communicate any anticipated delays as early as possible.

4.3 Client-Caused Delays

If the Client fails to provide required content, assets, feedback, credentials, or approvals within the timeframes outlined in the SOW, GTS Distributions reserves the right to adjust the project timeline accordingly. Projects stalled for more than 30 consecutive days due to Client inaction may be placed on hold, and re-engagement may require a reactivation fee.

5. Revisions & Change Orders

5.1 Included Revisions

Each project milestone includes a reasonable number of revision rounds as specified in the SOW (typically two rounds per milestone). Revisions refer to adjustments to work already delivered that fall within the original scope.

5.2 Scope Changes

Requests for new features, additional pages, structural changes, or functionality not included in the original SOW constitute a Change Order. Change Orders will be documented in writing with an updated timeline and cost estimate. Work on Change Orders will not begin until the Client provides written approval and any additional payment required.

5.3 "Scope Creep" Policy

We take scope management seriously. Informal requests (Slack messages, verbal asks, email threads) that expand the project beyond the agreed SOW will be documented and flagged. If accumulated informal requests materially affect the timeline or budget, a formal Change Order will be required before we proceed.

6. Intellectual Property & Ownership

6.1 Client Ownership

Upon receipt of full and final payment, all custom source code, designs, assets, and deliverables created specifically for the Client's project are assigned to the Client. The Client will own the intellectual property rights to their custom-built application and all associated project files.

6.2 GTS Distributions Retained Rights

GTS Distributions retains ownership of:

• Proprietary internal tools, boilerplates, starter templates, and code libraries developed independently of the Client's project
• General knowledge, techniques, skills, and experience gained during the engagement
• Reusable components that are not unique to the Client's business logic (e.g., authentication modules, utility functions, deployment scripts)

The Client receives a perpetual, royalty-free license to use any retained components that are included in their delivered project.

6.3 Open Source & Third-Party Code

Modern software development relies on open-source libraries, packages, and frameworks. Any third-party code used in your project remains governed by its respective license (MIT, Apache 2.0, etc.). GTS Distributions will document all material third-party dependencies used in your project upon request.

6.4 Portfolio Rights

GTS Distributions retains the right to reference and display the completed work (screenshots, project descriptions, case studies) in our portfolio, marketing materials, and proposals. If your project requires confidentiality, you may request a portfolio exclusion in writing before the project begins, and we will honor it.

7. Client Responsibilities

A successful project is a partnership. The Client agrees to the following responsibilities:

• Designate a single point of contact with decision-making authority for the project
• Provide all required content (copy, images, brand assets, logos, credentials) within agreed timeframes
• Respond to review requests and provide feedback within 5 business days unless otherwise agreed
• Provide timely access to any existing systems, hosting accounts, APIs, or environments required for development
• Ensure all content provided to GTS Distributions does not violate any third-party copyrights, trademarks, or intellectual property rights
• Maintain their own domain registrations, hosting accounts, SSL certificates, and third-party subscriptions unless explicitly included in our scope of work
• Test and approve deliverables at each milestone before the project advances

8. Deployment, Handoff & Post-Launch

8.1 Staging & Approval

Before any production deployment, the completed application will be made available in a staging environment for the Client to test and approve. Client sign-off on staging is required before deployment to production.

8.2 Production Deployment

GTS Distributions will deploy the application to the agreed hosting environment (e.g., Netlify, Vercel, AWS, client-owned servers) as specified in the SOW. Deployment includes environment configuration, DNS verification, and SSL setup.

8.3 Source Code Handoff

Upon final payment, the Client will receive full access to the project source code via a Git repository transfer, direct download, or other agreed method. Documentation covering setup instructions, environment variables, folder structure, and deployment steps will be provided.

8.4 Post-Launch Support

Unless otherwise specified in the SOW, GTS Distributions provides a 30-day post-launch support window covering critical bug fixes for issues caused by our code. This does not include new features, content updates, or issues caused by the Client's modifications, third-party service outages, or hosting provider changes.

9. Ongoing Maintenance & Retainer Services

Clients may elect to engage GTS Distributions for ongoing maintenance and support after the project launch. Maintenance agreements are billed monthly and may include:

• Security patches, dependency updates, and vulnerability monitoring
• Performance optimization and uptime monitoring
• Content updates and minor feature additions
• Hosting management, backup configuration, and DNS administration
• Priority response times for critical issues

Maintenance terms, hours, and rates will be defined in a separate Maintenance Agreement. Either party may terminate a maintenance retainer with 30 days' written notice.

10. Warranties & Disclaimers

10.1 What We Warrant

GTS Distributions warrants that:

• All work will be performed in a professional and workmanlike manner consistent with industry standards
• Delivered code will function materially as described in the approved SOW at the time of delivery
• We will not knowingly introduce malicious code, backdoors, or security vulnerabilities into any deliverable

10.2 What We Do Not Warrant

GTS Distributions does not warrant or guarantee:

• Specific business outcomes, revenue increases, conversion rates, or search engine rankings
• Uninterrupted or error-free operation of any software (all software contains inherent risk of defects)
• Compatibility with future browser versions, operating system updates, or third-party API changes released after delivery
• The continued availability or performance of third-party services, APIs, hosting platforms, or payment processors integrated into your project

All services are provided "as-is" after the post-launch support window unless the Client has an active maintenance agreement.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• GTS Distributions shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or related to this Agreement or the use of delivered work.
• Our total aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by the Client for the specific project or engagement giving rise to the claim.
• GTS Distributions is not liable for damages resulting from the Client's misuse, unauthorized modification, or negligent handling of delivered software.

12. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement, including but not limited to business strategies, technical architecture, user data, API keys, credentials, and financial information.

This obligation survives the termination of the engagement and shall remain in effect for a period of 2 years following project completion, unless a longer period is required by law or a separate NDA.

If a formal Non-Disclosure Agreement (NDA) is required, either party may request one before the engagement begins.

13. Project Cancellation & Termination

13.1 Client Cancellation

The Client may cancel a project at any time by providing written notice. Upon cancellation, the Client is responsible for full payment of all work completed up to the cancellation date. The initial deposit is non-refundable. Any completed deliverables for which payment has been received in full will be transferred to the Client.

13.2 GTS Distributions Termination

GTS Distributions reserves the right to terminate an engagement if:

• The Client fails to make payment within 30 days of the invoice due date
• The Client becomes unresponsive for 30 or more consecutive days
• The Client engages in abusive, threatening, or unprofessional conduct
• The Client requests work that is illegal, unethical, or violates our policies

In the event of termination by GTS Distributions, we will provide reasonable notice, deliver all work completed to date (subject to payment), and refund any pre-paid fees for undelivered milestones.

14. SMS & Electronic Communications

By submitting the contact form on our website and checking the SMS consent box, you agree to receive transactional SMS messages from GTS Distributions related to your project. These messages are limited to:

• Project status updates and milestone notifications
• Invoice and payment reminders
• Deployment confirmations
• Scheduled meeting reminders
• Direct replies to your inquiry

Message frequency depends on project activity, typically 1 to 5 messages per active project. Message and data rates may apply depending on your mobile carrier.

• You may opt out at any time by replying STOP to any message.
• For help, reply HELP or contact jdugdale@gtsdistributions.com.
• Mobile numbers are never sold, shared, or transferred to third parties for any purpose.

15. Website Use & Acceptable Conduct

By accessing gtsdistributions.com, you agree to the following:

• You will not use this website to transmit spam, malware, phishing attempts, or any unlawful content.
• You will not attempt to reverse-engineer, scrape, crawl, or reproduce any part of this website's code, design, or content without prior written consent.
• You will not attempt to gain unauthorized access to our systems, servers, or any connected infrastructure.
• GTS Distributions reserves the right to block or restrict access to any user or IP address that violates these terms or engages in suspicious activity.

16. Third-Party Services & Integrations

Our projects and this website may utilize third-party platforms and services, including but not limited to cloud hosting providers (Netlify, Vercel, AWS), payment processors (Stripe, PayPal), form handlers (Formspree), communication tools (Slack, email), and open-source libraries. These services are governed by their own terms of service and privacy policies.

GTS Distributions is not responsible for the availability, performance, data practices, or terms of any third-party service. External links are provided for convenience and do not constitute endorsement.

17. Indemnification

The Client agrees to indemnify, defend, and hold harmless GTS Distributions and its owners, employees, and contractors from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorney's fees) arising out of:

• Content, data, or materials provided by the Client that infringe on third-party rights
• The Client's use of the delivered software in a manner not contemplated by the SOW
• The Client's failure to comply with applicable laws, regulations, or industry standards
• Unauthorized modifications made by the Client or third parties after delivery

18. Force Majeure

Neither party shall be held liable for delays or failures in performance resulting from events beyond reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, cyberattacks, power failures, or third-party service disruptions. The affected party shall provide prompt notice and make reasonable efforts to mitigate the impact of such events.

19. Governing Law & Dispute Resolution

• These Terms are governed by and construed in accordance with the laws of the United States.
• Both parties agree to first attempt to resolve any dispute through good-faith negotiation.
• If a dispute cannot be resolved through negotiation within 30 days, it shall be submitted to binding arbitration administered in accordance with the rules of the American Arbitration Association.
• Both parties waive the right to a jury trial or participation in a class action lawsuit.
• The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

20. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

21. Entire Agreement

These Terms & Conditions, together with any Project Proposal, SOW, or Maintenance Agreement, constitute the entire agreement between the Client and GTS Distributions. In the event of a conflict between this Agreement and a signed SOW, the SOW shall take precedence for matters specific to that project.

No oral statements, representations, or prior written materials not specifically incorporated into this Agreement shall be binding on either party.

22. Amendments

GTS Distributions reserves the right to update these Terms at any time. Material changes will be communicated to active clients via email. The "Last Updated" date at the top of this page reflects the most recent revision. Continued use of this website or our services after changes constitutes acceptance of the updated Terms.

23. Contact

For any questions about these Terms, project inquiries, or to request a copy of this Agreement in an alternative format, contact us at:

• Email: jdugdale@gtsdistributions.com
• Website: gtsdistributions.com