The terms that govern work we do together. Written in plain language for business customers.
Welcome to Loomworks Solutions LLC ('Loomworks', 'we', 'us'). These Terms of Service ('Terms') apply when you buy or use our services. Each engagement is additionally governed by a written statement of work ('SOW') that both parties sign; these Terms incorporate that SOW.
IMPORTANT: These Terms contain limitations of liability and other provisions that affect your legal rights. Please read them.
Using our website or services means you accept these Terms and our Privacy Policy. If you do not agree with them, please do not use the services.
Our services are offered to businesses and professionals and are intended to be acquired primarily for business purposes. They are not offered for personal, family, or household use.
If you use our services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
Loomworks Solutions provides software consulting and delivery services, which may include business process automation, AI-assisted document processing, Odoo ERP implementation, customization, upgrades and support, system integration, and related advisory work.
Every engagement starts from a written SOW that states the scope, the deliverables, the fees, the schedule, and the acceptance checks we will run before the work counts as complete.
Work outside the SOW requires a written change order both parties agree to. A paid engagement's scope is fixed by its SOW; we do not change it unilaterally.
Fees for each engagement are stated in its SOW. Engagements are fixed-price, hourly, or a mix, as the SOW says.
Automation audit credit: for an audit credited toward later work, 100% credited to a pilot or implementation signed within 30 days. The audit fee itself is due when invoiced; the credit applies to a new SOW signed within that window and has no cash value. The English text of the audit-credit sentence controls over any translation.
Unless a SOW says otherwise, invoices are due within 30 days. The pilot fee is invoiced only after the written documents are signed, on the schedule the SOW states. Card payments are processed by Stripe; ACH payments follow the authorization you approve at payment time.
Undisputed amounts more than 30 days past due may accrue a late charge of 1% per month (12% per year) or the maximum rate permitted by law, whichever is less, after written notice. If you dispute part of an invoice, tell us in writing within 10 days and pay the undisputed part on time.
The pilot fee is invoiced after the written documents are signed, on the schedule the SOW states (a deposit on signing; any balance on completion and delivery). The SOW states the refund and cancellation terms for each engagement, and unused prepaid hours are refunded as the SOW says. If a SOW provides a refund, the refunded deliverable carries no license or assignment. Nothing in these Terms limits your right to dispute a charge through your payment provider.
Fees are exclusive of taxes; applicable taxes are itemized on the invoice.
Each engagement is delivered against the written acceptance checks in its SOW. The checks define what counts as complete; they are not a promise of any business result.
We do not guarantee any particular business result, saving, revenue or outcome, or that your organization will adopt or keep using what we deliver. A pilot is a scoped, fixed-price piece of work that tests an improvement on one process; whether to put it into everyday use is your decision. The scope, the deliverables, the acceptance checks and the fees are stated in the SOW, and commitments about a deliverable are made there, not on this website.
You agree to:
Provide the sample documents, data, and system access the SOW names, in good time
Make a decision-maker available for acceptance checks and questions
Provide accurate, current information and answer reasonable questions promptly
Only send data you have the right to use, and not send health data or consumers' bank-account or card numbers, or similar regulated data, unless a signed addendum says otherwise
Keep your account credentials secure
We are not in breach for delays caused by missing inputs or late responses; on request, we will re-plan the schedule with you.
When you pay in full for a deliverable under a signed SOW, that SOW's written assignment transfers to you the copyright in the deliverables created specifically for you under that SOW, to the extent we own those rights. Until payment, no license to the unpaid deliverable is granted. The signed SOW is the written assignment instrument.
We keep ownership of our pre-existing tools, libraries, prompts, templates, configurations and know-how ('Background IP'). You receive a perpetual, non-exclusive license to use any Background IP embedded in your deliverables, as part of using those deliverables.
Deliverables may include third-party or open-source components under their own licenses, which we identify on request. Odoo Enterprise code requires a valid Odoo Enterprise subscription; Odoo Community modules carry their own licenses.
We use AI tooling to assist delivery, under human review and selection. We warrant that we have the right to assign what we deliver; we do not warrant the copyrightability of purely AI-generated portions.
Client data remains yours. We use it only to deliver your engagement, as described in our Privacy Policy.
Each party will protect the other's non-public information with at least reasonable care, use it only for the engagement, and limit access to people who need it. These duties do not apply to information that is or becomes public without breach, was already known, is independently developed, or must be disclosed by law (with notice where lawful).
We may use vetted independent contractors ('associates') to help deliver an engagement. Each associate works under written confidentiality and intellectual-property assignment terms at least as protective as this section, and we remain responsible for their work.
On request or when an engagement closes, each party returns or deletes the other's confidential information, except records that must be kept for tax or legal reasons and backups that age out on their own schedule.
Confidentiality survives termination of these Terms. Trade secrets and personal information stay protected for as long as they remain trade secrets or personal information.
When we process your business documents and data to deliver an engagement, we do so on your instructions, as a service provider, only for that purpose.
Our delivery and chat tooling sends content to third-party AI services used under their business or API terms. Our Privacy Policy describes this processing, and we will give you the list of these providers on request.
Our Privacy Policy also covers your end users' or contacts' data that appears in documents you send us: requests about that data are forwarded to you.
If we discover a breach of data we hold on your behalf, we notify you immediately following discovery and describe what happened, what data is involved, and what we are doing about it.
Working sessions are recorded only where the SOW says so or the session is announced as recorded at its start. Voicemails are recorded and transcribed by an automated service so we can return your call.
A deliverable conforms to the written acceptance checks in its SOW. If a defect appears within the defect-correction window the SOW states, we will correct it at no charge.
EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND OUR WARRANTY THAT WE HAVE THE RIGHT TO ASSIGN WHAT WE DELIVER, THE SERVICES AND DELIVERABLES ARE PROVIDED 'AS IS'. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Nothing in this section limits liabilities that cannot be limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THEM.
EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT IS LIMITED TO THE GREATER OF THE FEES PAID AND PAYABLE UNDER THE STATEMENT OF WORK FOR THAT ENGAGEMENT, AND ANY REFUND ISSUED UNDER A SOW COUNTS TOWARD (NOT IN ADDITION TO) THAT LIMIT. FOR CLAIMS NOT TIED TO AN ENGAGEMENT, THE LIMIT IS US$1,000.
Those limits do not apply to: fraud or willful misconduct; gross negligence; breach of the Confidentiality section; your obligation to pay fees for work delivered; or anything else the law does not allow to be limited or excluded.
We will defend you against third-party claims that a deliverable we made for you infringes their intellectual property rights, and pay damages finally awarded, as long as you notify us promptly of the claim, let us control the defense, and cooperate reasonably. This indemnity does not cover claims arising from data, materials or content you supply, or from anyone modifying a deliverable other than us, and it is subject to the limitation of liability above (it is not an uncapped obligation).
You will defend us against third-party claims arising from data or materials you supply, to the extent the claim turns on that content rather than on our work, on the same notice, control and cooperation terms.
These duties survive termination of these Terms.
These Terms apply while you use our services or an engagement is active. Each SOW runs until its deliverables are accepted or the SOW ends.
Either party may end an engagement without cause on written notice. You pay for work performed up to the effective date, and we refund prepaid fees for work not performed.
Either party may end for material breach not cured within 10 days of written notice. We may suspend work for undisputed invoices more than 30 days past due after notice to you.
Accrued payment duties finish; the confidentiality, indemnity, limitation and governing-law sections survive; and the intellectual-property section applies to any deliverable you have paid for.
Our text messaging practices, consent, message frequency, rates and STOP instructions are described on their own page and in our Privacy Policy.
In short: we do not send unsolicited text messages. Texts are sent only in reply to a message you send us or after you ask us on a call to text you, every message names us and carries 'Reply STOP to unsubscribe', and replying STOP ends the messages.
These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. That law applies to any dispute arising out of or relating to these Terms or the services.
Before filing suit, the parties will try in good faith to resolve the dispute for 30 days after written notice of it; that 30-day period does not extend or suspend any applicable limitation period, and it does not prevent either party from seeking injunctive relief. If it is not resolved, the exclusive venue for any suit is the state and federal courts located in Wake County, North Carolina, and each party consents to those courts' jurisdiction.
Disputes are decided by the courts named above; neither party is required to arbitrate. Either party may still seek injunctive relief for a confidentiality or intellectual-property breach, and may bring a collection action in small-claims court.
The current version of these Terms is dated 2026-09-30. We post changes on this page and update that date.
For material changes, we email notice at least 30 days ahead to customers whose addresses we hold. Earlier versions of these Terms are archived and provided on request. Changes do not reopen signed SOWs: an engagement is governed by the Terms version in effect when its SOW was signed, unless the SOW says otherwise.
Questions about these Terms, and legal notices, go to:
Loomworks Solutions LLC
Wake Forest, North Carolina
Business Hours: Monday-Friday, 9 a.m. to 6 p.m. Eastern Time
Legal notices are given by email to the address above.
A signed SOW and these Terms are the entire agreement for an engagement. If they conflict, the SOW controls, then these Terms, then website descriptions. Website statements are not contractual terms.
If a provision is found unenforceable, the rest stays in force, and the parties will replace it with an enforceable provision closest to its intent.
Not enforcing a right once is not a waiver of it.
Neither party may assign these Terms without the other's written consent, except to an affiliate or in connection with a sale of the business, on notice to the other party.
Each party bears its own attorneys' fees unless a signed SOW provides otherwise.
Neither party is liable for delay caused by events beyond its reasonable control.
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