Terms and Conditions of Use — BS and Co AI Labs
Last Updated: March 2, 2026
Legal Entity: Beniquez Sanchez and Company LLC (registered in the United States)
DBA / Assumed Name: B and S LLC
Brand / Trademark: BS and Co AI Labs®
Physical Addresses:
• Puerto Rico: 1225 Ave Ponce de Leon, PH 1563, San Juan, PR 00907
• Florida: 1317 Edgewater Dr., #7387, Orlando, FL 32804
Contact:
• Phone (PR): 787-712-2862
• Phone (FL): 407-270-1027
These Terms and Conditions (“Terms”) govern your access to and use of services, websites, applications, quotations, proposals, consulting, software, deliverables, and related materials (collectively, the “Services”) provided by BS and Co AI Labs®, a registered brand of Beniquez Sanchez and Company LLC (“Company,” “we,” “us,” or “our”). By accessing or using our Services, submitting inquiries or Requests for Proposal, or executing any service agreement with us, you agree to be bound by these Terms.
1. Scope of Terms
1.1 These Terms apply to all users, visitors, prospective clients, customers, contractors, vendors, and partners who interact with or utilize any portion of the Company’s Services, online properties, or contractual engagements.
1.2 Any supplemental terms presented in service agreements, statements of work, proposals, or contracts (“Client Agreements”) shall govern only the relationship between the Company and the applicable client, to the extent they are consistent with these Terms.
2. Definitions
2.1 “Client” means any individual or organization that contracts with the Company for services.
2.2 “Deliverables” means any output, documentation, software, models, reports, code, or other work product created by the Company in the course of providing Services.
2.3 “Confidential Information” means all non-public information provided by the Client or the Company that a reasonable person would understand to be confidential.
2.4 “Intellectual Property” or “IP” includes patents, copyrights, trademarks, trade secrets, know-how, software, algorithms, models, designs, and any related proprietary rights.
3. Acceptance of Terms
3.1 Your use of the Company’s Services constitutes acceptance of these Terms.
3.2 If you are entering into a Client Agreement on behalf of an organization, you represent that you have full authority to bind that organization to these Terms and all associated contractual obligations.
3.3 If you disagree with any part of these Terms, you must not access or use the Company’s Services.
4. Provision of Services
4.1 The Company provides services that may include, but are not limited to:
- AI strategy, consulting, and architecture
- AI infrastructure design and development
- Integration of AI models with enterprise systems
- Automation architecture and deployment
- Documentation, validation, and quality assurance
- Custom software and systems development
- Project scoping, evaluation, and technical briefing
4.2 The Company may provide services to enterprise organizations, government entities, and other institutions with complex operational, compliance, or integration needs.
4.3 All Services are provided under the applicable Client Agreement, which may include statements of work, schedules, deliverables, pricing, and timelines. In the absence of a signed Client Agreement, no Services are owed.
5. Client Obligations
5.1 The Client shall cooperate and provide timely access to necessary resources, data, system access, subject matter expertise, approvals, and information required for the Company to deliver Services.
5.2 The Client acknowledges that delays in providing resources or approvals may extend timelines and potentially increase cost.
5.3 The Client shall ensure that all data or materials supplied to the Company do not violate third-party rights, applicable law, privacy standards, or export controls.
6. Confidentiality and Non-Disclosure
6.1 Each party agrees to maintain in confidence all Confidential Information received from the other party.
6.2 Confidential Information does not include information that is already publicly known through no fault of the receiving party or that becomes known through lawful sources.
6.3 Neither party shall use the other party’s Confidential Information except as needed to perform obligations under these Terms or a Client Agreement.
6.4 The Company may, at its discretion, proceed with development methodologies, architectures, frameworks, or processes that it retains as proprietary trade secrets, and such methodologies shall remain Confidential Information of the Company.
6.5 The Client agrees that any breach of confidentiality by the Client could cause irreparable harm to the Company for which monetary damages may not be adequate, and the Company shall be entitled to equitable relief.
7. Intellectual Property
7.1 The Company owns all Intellectual Property rights in:
(a) methodologies, tools, frameworks, libraries, modules, processes, and systems developed prior to or outside of the Client engagement (“Company IP”); and
(b) all modifications, improvements, or derivative works thereto that are not specifically purchased or transferred in a Client Agreement.
7.2 The Client will own the Deliverables specifically created for the Client only as set forth in the applicable Client Agreement.
7.3 The Company grants the Client a limited, non-exclusive, non-transferable license to use the Deliverables, solely for the Client’s internal business purposes, unless otherwise specified in a Client Agreement.
7.4 Nothing in these Terms shall be deemed to transfer any software code, AI models, pre-existing IP, or proprietary tooling owned by the Company unless explicitly stated.
7.5 The Client shall not reverse-engineer, circumvent, disassemble, or otherwise derive source code or system designs from any Company IP or Deliverables without prior written consent.
8. Data Use, Models, and Privacy
8.1 The Company may process data provided by the Client for purposes of delivering Services.
8.2 The Client warrants that it has the right to provide all data furnished to the Company and that the data’s use will not violate privacy laws, contractual obligations, or third-party rights.
8.3 The Company will handle Client data in accordance with applicable privacy and data protection laws and any additional privacy agreement executed between the parties.
8.4 To the extent the Company leverages third-party AI models (including, but not limited to, models developed by external providers), the Client agrees to abide by any use terms or license restrictions required by such third parties.
9. Fees, Payment, and Billing
9.1 Fees, billing terms, payment cycles, and other financial obligations will be defined in the Client Agreement or scope document.
9.2 Unless otherwise agreed in writing, all payments are due within thirty (30) days after invoice date.
9.3 The Client shall pay all fees, expenses, taxes, and duties associated with the Services.
9.4 Invoices not paid on time may incur interest or late fees as permitted by law.
9.5 The Company may suspend Services if invoices are overdue.
10. Warranty and Disclaimer
10.1 The Company warrants that Services shall be performed in a professional and workmanlike manner consistent with industry standards.
10.2 Except as expressly provided in these Terms or a Client Agreement, the Company makes no warranties, express or implied, including but not limited to warranties of fitness for a particular purpose, merchantability, or non-infringement.
10.3 The Company does not warrant that AI systems will be error-free, that model outputs will always be accurate, or that specific outcomes will be achieved by use of the Services or Deliverables.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, in no event shall the Company be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages.
11.2 The Company’s aggregate liability for claims arising out of or related to these Terms or a Client Agreement shall not exceed the total amount paid by the Client to the Company under the applicable Client Agreement over the preceding twelve (12) months.
11.3 The foregoing limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
12. Indemnification
12.1 The Client agrees to indemnify, defend, and hold harmless the Company and its officers, members, managers, employees, affiliates, and agents from any claim, loss, liability, damage, penalty, fine, cost, or expense (including reasonable attorneys’ fees) arising from:
(a) the Client’s breach of these Terms or a Client Agreement;
(b) the Client’s violation of applicable law or the rights of third parties;
(c) the Client’s misuse of Deliverables or Services.
13. Termination
13.1 Either party may terminate the engagement as set forth in the applicable Client Agreement.
13.2 Upon termination or expiration, the Client shall pay all fees due and payable for Services provided up to the termination date.
13.3 The Client’s license to use Deliverables shall survive only to the extent set forth in the Client Agreement.
13.4 Provisions relating to Confidentiality, IP, Warranty Disclaimers, Liability Limitations, and Indemnity shall survive termination.
14. Governing Law and Dispute Resolution
14.1 These Terms and all Client Agreements shall be governed by and construed in accordance with the laws of the State of Florida and, where applicable, the Commonwealth of Puerto Rico, without regard to conflict of laws principles.
14.2 Any dispute shall first be referred to good faith negotiation.
14.3 If unresolved, disputes shall be resolved by binding arbitration conducted in Orlando, Florida, under the rules of the American Arbitration Association (AAA), with language in English.
14.4 Each party shall bear its own costs in arbitration, except as otherwise awarded by the arbitrator.
15. Modifications to Terms
15.1 The Company may revise these Terms from time to time. The updated Terms will be posted on our website. Continued use of Services after posting constitutes acceptance of changes.
16. Contact Information
For questions about these Terms or to report a violation, please contact:
Beniquez Sanchez and Company LLC
d/b/a B and S LLC
Attn: Legal / Terms Administrator
1225 Ave Ponce de Leon, PH 1563
San Juan, PR 00907
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