Terms & Conditions

Last Updated: November 23, 2025

1. Agreement to Terms

By accessing or using the services provided by Guarani LLC ("Company," "we," "our," or "us"), you agree to be bound by these Terms and Conditions ("Terms"). If you disagree with any part of these Terms, you may not access our services.

Entity Information:
Guarani LLC
Based in Albuquerque, New Mexico, USA
Business Type: B2B Technical Consulting & Software Audit Services

2. Services Description

Guarani LLC provides technical consulting services including but not limited to:

  • Performance audits and optimization for e-commerce platforms (primarily Shopify Plus)
  • Data pipeline integrity analysis and implementation
  • High-scale architecture consulting and implementation
  • Technical code review and quality assurance
  • Custom software development and integration services

3. Service Engagement

Specific services, deliverables, timelines, and pricing shall be agreed upon in a separate Statement of Work (SOW) or written agreement between the Company and the Client. These Terms apply to all such engagements unless explicitly superseded by the written agreement.

4. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  • Guarani LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses.
  • We are not responsible for any issues, downtime, or malfunctions of your website, application, or systems caused by factors outside our direct control or scope of work.
  • Our total liability for any claims arising from our services shall not exceed the amount paid by the Client for the specific services that gave rise to the claim.
  • We provide consulting and implementation services based on industry best practices, but we do not guarantee specific business outcomes or performance metrics unless explicitly stated in writing.

5. Client Responsibilities

The Client agrees to:

  • Provide timely access to necessary systems, documentation, and personnel
  • Maintain backups of all critical data and systems
  • Review and test all deliverables in a non-production environment before deployment
  • Provide timely feedback and approvals as outlined in the SOW
  • Ensure they have the necessary rights and permissions for any third-party services or platforms we work with

6. Intellectual Property

Client-Specific Work: Upon full payment, custom code and deliverables specifically created for the Client shall be owned by the Client, unless otherwise specified in the SOW.

Pre-Existing Materials: Any pre-existing methodologies, tools, frameworks, or code owned by Guarani LLC prior to the engagement shall remain our property. The Client receives a license to use such materials solely in connection with the deliverables provided.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This obligation survives the termination of the services.

We may use anonymized case studies or general descriptions of our work for marketing purposes, but will not disclose specific confidential information without the Client's written consent.

8. Payment Terms

Unless otherwise specified in the SOW:

  • Invoices are due within 30 days of receipt
  • Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
  • We reserve the right to suspend services for non-payment
  • All fees are exclusive of applicable taxes, which are the Client's responsibility

9. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Termination

Either party may terminate an engagement with 30 days written notice. Upon termination:

  • The Client shall pay for all services performed up to the termination date
  • We will deliver all completed work and materials in our possession
  • Any pre-payments for services not yet rendered will be refunded on a pro-rata basis

11. Indemnification

The Client agrees to indemnify and hold harmless Guarani LLC from any claims, damages, or expenses arising from:

  • The Client's use of our deliverables in a manner not authorized by us
  • The Client's violation of any third-party rights
  • The Client's breach of these Terms

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or internet service failures.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, USA, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts located in Albuquerque, New Mexico.

14. Entire Agreement

These Terms, together with any SOW or written agreement, constitute the entire agreement between the parties and supersede all prior agreements, whether written or oral, relating to the subject matter herein.

15. Modifications

We reserve the right to modify these Terms at any time. We will notify clients of any material changes via email. Continued use of our services after such modifications constitutes acceptance of the updated Terms.

16. Contact Information

For questions regarding these Terms, please contact us at:

Guarani LLC
Email: [email protected]
Location: Albuquerque, New Mexico, USA