Bedrock IS

General Billing Terms

Credit Terms

Company may, at its sole discretion, offer credit terms in the future to Bill-To Party for Services performed under the Engagement. Providing credit terms at any time does not guarantee continued credit terms and Company reserves the right to revoke credit terms at any time. In the event that credit terms are extended, as defined by Company providing requested Services to Beneficial Client or Bill-To Party prior to receiving payment for those Services, the following terms shall also apply:

Invoice Schedule

The specific invoice schedule and payment terms will vary based on the credit terms offered for the Engagement. Available credit term schedules include:

Unless otherwise specified in the applicable credit terms schedule, invoices will be generated weekly on the Monday of each week, or the first business day following if that day is a holiday. Invoices are due on or before the close of business on the last business day prior to the due date, no less than 7 days and not more than 30 days without prior credit authorization on file.

Late Payments – Finance Charges

If Bill-To Party fails to pay any invoice when due, finance charges will accrue as follows, consistent with California Civil Code § 1671 and California Commercial Code § 2718 (agreed by the Parties to be a reasonable estimate of damages for late payment and not a punitive penalty):

Initial Late Fee

For any payment that remains unpaid after its due date, Company may assess a one-time late fee in the amount of ten percent (10%) of the past due amount, assessed on the first day following the due date. This late fee is applied once to the overdue principal amount. (For example, if an invoice of $1,000 is not paid by its due date, a $100 late fee would be assessed on the day after the due date.)

Ongoing Interest on Delinquency

In addition to the initial late fee, any unpaid balance (including the initial late fee) will begin accruing interest at the US Prime Rate plus 3.5% per annum, compounded monthly, starting on the first day after the original due date. For purposes of this clause, “US Prime Rate” means the U.S. prime rate as published in the Wall Street Journal (or similar authoritative source) on the first day after the due date (or if not available, the most recent prime rate published preceding that day). Interest will continue to accrue monthly on the total outstanding amount until full payment is received.

Applicability of Charges

These late fees and interest charges shall be in addition to, and not in lieu of, Company’s other rights and remedies (including the right to suspend work or terminate for breach as described in the Termination for Cause section). Bill-To Party acknowledges that the charges above are a genuine pre-estimate of the costs and losses that Company will incur due to late payment, including but not limited to internal administrative burden, unpredictable capital costs, high borrowing rates, and cascading third-party obligations such as delayed payments to vendors, creditors, tax authorities, and employee reimbursement obligations in the event of missed payroll. The Parties agree these charges are intended to reasonably compensate Company for those and other unanticipated losses and disruptions, and are not intended to penalize or deter breach.

Chronic Late Payment as Material Breach

If Bill-To Party is late (meaning more than 5 days past due) in making any payment on three (3) or more separate occasions within any single calendar year, such repeated delinquency shall constitute a material breach of the Engagement. In such event, Company may, at its sole discretion, provide written notice to Bill-To Party of the material breach. Upon the occurrence of this third late payment breach:

Voidance of Certain Covenants

Any and all non-competition, non-solicitation, or confidentiality restrictions that would otherwise apply to Company in relationship to the Engagement shall become null and void effective immediately upon the third late payment event. Company will thereafter be released from any obligation in relationship to the Engagement to refrain from competing with or soliciting from Bill-To Party or to maintain confidentiality of Bill-To Party’s information, to the extent such obligations existed, regardless of whether the Engagement is terminated or remains in force.

For clarity, this nullification does not override any statutory or regulatory confidentiality obligations, nor does it affect Company’s obligation to maintain confidentiality of any data, systems, or information belonging to any Beneficial Client. Bill-To Party’s obligations to Company’s confidentiality, non-compete, and non-solicit clauses, if any, remain in effect unless the Engagement is terminated or those provisions are expressly waived by Company.

Forfeiture of IP Rights by Bill-To Party

Bill-To Party and any Beneficial Party or Beneficial Parties in relationship to the Engagement shall forfeit any and all ownership rights or interests they may otherwise have been granted (if any) in any Work Product or intellectual property provided by or developed by Company in relationship to the Engagement. In practical terms, this means that any license granted to Bill-To Party or any Beneficial Party to use Company’s work product may, at Company’s option, be immediately revoked, and any conditional ownership rights or joint intellectual property rights allocated to Bill-To Party or any Beneficial Party (if any were ever agreed upon) shall revert fully to Company. Bill-To Party agrees to execute any documents necessary to effectuate such revesting of rights in Company and shall indemnify and hold harmless Company for any associated expenses, costs, impact, or other liabilities arising from claims by any Beneficial Party related to such forfeiture.

Payment Obligations Continue

Bill-To Party acknowledges and agrees that the consequences set forth in this section due to chronic late payment do not excuse Bill-To Party from paying all amounts due and owing. All outstanding fees, late charges, and interest remain payable, and Bill-To Party will also be responsible for any costs of collection as permitted by law. The remedies in this section are in addition to any other rights or remedies Company may have at law or in equity. Company’s election not to immediately enforce these remedies shall not constitute a waiver of them; however, once three late payments have occurred in a year, the voidance and forfeiture in subparts (a) and (b) above are automatic and self-executing.

Disputed Invoices

If Bill-To Party, in good faith, disputes any portion of an invoice, Bill-To Party must pay the undisputed portion by the due date and provide written notice to Company of the disputed amount and the basis for its dispute within seventy-two (72) hours of delivery of the invoice.

Exceptions apply in the following cases:

The Parties will promptly negotiate in good faith to resolve any invoice dispute. Any resolved amount shall be paid immediately (if resolved in Company’s favor) or credited (if resolved in Bill-To Party’s favor), with applicable interest or late fees accruing only on amounts ultimately agreed or determined to be payable. Failure to dispute an invoice within the timeframe specified above will constitute acceptance of the invoice as valid and due.

Billing Records and Audit

Company shall maintain reasonably detailed records of hours worked (if billed hourly) and expenses incurred on a project. Upon reasonable prior notice and not more than once per year, Bill-To Party may request to review relevant billing records of Company to verify invoice accuracy for amounts billed within the prior year. Such review will be at Bill-To Party’s expense, during normal business hours, and subject to confidentiality requirements. If the review finds a material overcharge (e.g., more than 5% over-billing) and Company concurs or an independent auditor confirms it, Company shall promptly issue a correcting credit or refund.

No Refunds or Credits; Engagement Expiration

All payments made under the Engagement are non-refundable and non-creditable for any reason, including but not limited to partial use, non-use, termination, or dissatisfaction with the Services provided. Under no circumstances shall any portion of the payment be refunded or credited to the Bill-To Party or Beneficial Client. All funds must be utilized within twelve (12) months from the date of payment; any unused balance remaining after this period shall be forfeited and Company shall have no further obligation with respect to such funds.