7. Refunds and Cancellation

7.1 Cancellation Before Work Commences

If the Client cancels in writing before the Company has commenced substantive work, the Company will refund all amounts paid in full, less any third-party costs already irrecoverably incurred.

7.2 Cancellation After Work Commences

If the Client cancels after work has commenced but before delivery, the Company will retain a fee proportionate to the work completed as at the date the cancellation notice is received, calculated in good faith by reference to hours expended and scopes completed, and will refund the balance of any amounts paid within ten (10) business days.

Where a deposit has been taken and the proportionate fee exceeds the deposit, the Client remains liable for the shortfall.

7.3 After Delivery

Because Deliverables are bespoke professional work product prepared specifically for the Client and delivered in digital form, fees for completed and delivered Deliverables are generally non-refundable. The Client’s remedy for a Deliverable that does not conform to the agreed scope is the revision and correction process in Section 9.

7.4 Discretionary Refunds

The Company may in its sole discretion issue a full or partial refund where:

• The Company is unable to complete the Engagement;

• The Deliverable materially fails to conform to the agreed scope and the Company elects not to, or is unable to, correct it under Section 9;

• The Company determines a refund is fair in the circumstances.

7.5 Refund Mechanics

Refunds are issued to the original payment method. Processing times are determined by the relevant payment service provider and the Client’s card issuer or bank, and are typically five (5) to ten (10) business days, though they may be longer. The Company has no control over these timeframes.

7.6 Billing Disputes and Chargebacks

The Client agrees to contact the Company in writing at info@digital-solutionllc.com to attempt resolution of any billing dispute before initiating a chargeback or payment dispute with a card issuer or bank. We will respond to any billing dispute within five (5) business days.

Where a chargeback is initiated in respect of Services properly delivered in accordance with the agreed scope, the Company reserves the right to contest it, to supply the relevant payment service provider with the Deliverable, all correspondence, and all records evidencing performance, and to recover from the Client any chargeback fees, administrative costs, and reasonable attorneys’ fees incurred.

The Company reserves the right to decline future Engagements from any Client who has initiated a chargeback in bad faith.

8. Nature of Estimates — Limitation of Reliance

This Section is fundamental to the Engagement. Please read it carefully.

8.1 Estimates Are Estimates

A cost estimate is a professional opinion of probable cost prepared at a point in time on the basis of the information available at that time. It is not a bid, a quotation, a firm price, a guaranteed maximum price, a warranty, a guarantee, or a fixed cost. No Deliverable constitutes an offer by the Company to perform construction work at the stated cost, and the Company will not perform such work.

8.2 Factors Outside the Company’s Control

Actual construction costs will differ from any estimate. Contributing factors include, without limitation:

• Volatility in material commodity prices, tariffs, and supply chain conditions

• Fluctuation in local labor rates, availability, and productivity

• Contractor and subcontractor pricing strategy, overhead, profit margin, and market appetite

• Design development, scope changes, and post-estimate revisions to the drawings

• Latent, concealed, or unforeseen site conditions, including subsurface, structural, and environmental conditions

• Errors, ambiguities, omissions, or conflicts within the Client Materials

• Changes to building codes, permitting requirements, inspection regimes, or impact fees

• Weather, seasonal conditions, and force majeure events

• Schedule compression, acceleration, phasing requirements, and overtime

• Regional and local market conditions, prevailing wage requirements, and union agreements

• The time elapsed between the date of the estimate and the date of construction

8.3 Basis of Estimate

Each Deliverable is prepared on the basis of the Client Materials supplied and the assumptions, exclusions, and qualifications stated within the Deliverable itself. Those assumptions, exclusions, and qualifications form an integral part of the Deliverable and must be read together with the figures. An estimate extracted from its stated basis is materially incomplete and must not be relied upon.

8.4 Currency of Estimates

Cost data reflects market conditions as at the date of preparation. An estimate progressively loses reliability as time passes. Deliverables should be treated as valid for no more than ninety (90) days from issue for planning purposes, and should be updated before being relied upon for any bid, contract, or financing decision after that period.

8.5 Independent Verification

The Client acknowledges and agrees that:

(a) The Client shall independently verify all quantities, assumptions, unit costs, and totals before relying on them for any bid, contract, loan application, purchase decision, or other commitment;

(b) The Client shall obtain competitive contractor and supplier pricing before entering into any construction contract;

(c) The Client shall engage appropriately licensed architects, engineers, surveyors, and other professionals as required for design, code compliance, structural adequacy, and life-safety matters;

(d) The Company bears no responsibility for any bid lost, bid won at an unprofitable price, contract entered into, financing sought or refused, purchase made, or commercial decision taken in reliance on a Deliverable;

(e) The Client, and not the Company, retains sole responsibility for all commercial and construction decisions relating to the Client’s project.

8.6 Deliverables Prepared for the Client Alone

Each Deliverable is prepared solely for the use of the named Client and solely for the project and purpose identified in the Proposal. No third party — including lenders, investors, purchasers, insurers, contractors, subcontractors, sureties, or public authorities — may rely on any Deliverable, and the Company accepts no duty of care, liability, or responsibility to any such third party. The Client shall not represent to any third party that the Company has accepted such a duty.

9. Revisions, Corrections, and Non-Conformity

9.1 Included Revisions

Unless the Proposal states otherwise, each Engagement includes one (1) round of revisions for the correction of demonstrable arithmetical errors, quantity errors, or departures from the agreed scope, provided the request is made within ten (10) calendar days of delivery.

9.2 What Constitutes a Correction

A correction addresses an error in the Company’s work: a miscount, a misapplied unit rate, an arithmetical mistake, an omitted scope item that was within the agreed scope, or a misreading of the Client Materials.

9.3 What Constitutes New Work

The following are not corrections and will be quoted as a new Engagement:

• Revisions arising from amended, updated, or newly issued drawings

• Additions to the scope originally agreed

• Requests to reformat, restructure, or re-present the Deliverable

• Requests to re-price using different assumptions, rates, or market data at the Client’s direction

• Requests arising more than ten (10) days after delivery

• Disagreement with a professional judgment properly made within the agreed scope

Returning Clients requesting a revised estimate based on a previous Deliverable will normally be quoted at a reduced rate reflecting the work already performed.

9.4 Sole Remedy

Correction of a non-conforming Deliverable under this Section, or a refund at the Company’s discretion under Section 7.4, is the Client’s sole and exclusive remedy for any defect, error, or omission in a Deliverable.

10. Intellectual Property

10.1 Company Intellectual Property

All content on the Site — text, graphics, logos, page layouts, service descriptions, photographs, video, icons, and the compilation and arrangement thereof — is the property of the Company or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

“Digital Solutions USA,” the Digital Solutions USA logo, and associated marks are trademarks of the Company. Nothing on the Site grants any licence to use any Company trademark without prior written consent.

10.2 Company Methodology

The Company’s estimating methodology, internal cost databases, template structures, report formats, spreadsheet models, checklists, assemblies, and know-how remain at all times the exclusive property of the Company. Nothing in any Engagement transfers any right in these to the Client, and the Client shall not attempt to extract, replicate, reverse-engineer, or commercialise them.

10.3 Licence to the Client

Upon payment in full, the Company grants the Client a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use the Deliverable for the Client’s own internal business purposes in connection with the specific project for which it was prepared.

The Client may share the Deliverable with the Client’s own professional advisors, lenders, and project team members on a need-to-know basis, provided the Client makes clear that no third party may rely on it (see Section 8.6).

The Client may not:

• Resell, licence, distribute, or commercially exploit the Deliverable

• Use the Deliverable for any project other than the one for which it was prepared

• Remove, obscure, or alter any copyright notice, disclaimer, watermark, or attribution

• Alter the Deliverable and continue to attribute the altered version to the Company

• Use the Deliverable to create a competing estimating product or service

10.4 Client Materials

The Client retains all ownership of Client Materials. The Client grants the Company a limited, non-exclusive licence to use, copy, store, and process Client Materials solely to perform the Services and retain records under Section 12.

10.5 Third-Party Software and Data

The Company uses licensed third-party digital takeoff and estimating software and licensed regional cost data. All rights in that software and data remain with their respective owners.

Trademarks of third-party providers referenced on the Site or in Deliverables are the property of their respective owners, and reference does not imply affiliation, sponsorship, or endorsement.

10.6 Anonymised Use

The Company may use anonymised, de-identified project data — project type, gross square footage, region, and cost ranges — for internal benchmarking and methodology improvement, provided no Client name, address, drawing, or identifying detail is disclosed.

10.7 Feedback

Any suggestion, idea, or feedback voluntarily provided by the Client concerning the Services or the Site may be used by the Company without restriction, attribution, or compensation.

11. Confidentiality

11.1 Company Obligations

The Company shall treat all Client Materials and all non-public project information as confidential and shall not disclose them to any third party except:

• To the Company’s employees, contractors, and professional advisors who need access to perform the Services and who are bound by equivalent confidentiality obligations

• To service providers processing data on the Company’s behalf under written agreement (see the Privacy Policy)

• Where required by law, court order, subpoena, or regulatory demand

• Where required to defend a legal claim or a payment dispute

• With the Client’s written consent

11.2 Exclusions

Confidentiality obligations do not apply to information that is or becomes publicly available other than through breach of these Terms, was lawfully known to the Company before disclosure, is lawfully received from a third party without restriction, or is independently developed without reference to the Client’s information.

11.3 Publicity

The Company shall not publish or reference a Client’s name, project, or logo in marketing materials, case studies, or testimonials without that Client’s prior written consent.

11.4 Duration

Confidentiality obligations survive termination and continue for five (5) years from delivery, or indefinitely for any information constituting a trade secret under applicable law.

12. Data Retention and Records

The Company retains Client Materials and Deliverables in accordance with its Privacy Policy and its record-keeping obligations. As a general position, Deliverables and associated project records are retained for a minimum of seven (7) years from delivery, to satisfy tax, accounting, insurance, and limitation-period requirements.

The Company does not guarantee indefinite storage or availability of Client Materials and recommends the Client maintain its own copies. Requests to re-issue a historical Deliverable may attract an administrative fee.

13. Acceptable Use of the Site

You shall not:

(a) Use the Site for any unlawful purpose or in violation of any applicable federal, state, or local law;

(b) Attempt to gain unauthorised access to the Site, its servers, its database, or any connected system;

(c) Introduce any virus, worm, trojan horse, ransomware, or other malicious code;

(d) Use any robot, spider, scraper, or automated means to access, monitor, index, or copy the Site or its content, except for legitimate search engine indexing in compliance with our robots.txt file;

(e) Copy, reproduce, republish, mirror, or create derivative works from the Site’s content without written permission;

(f) Use the Site’s contact forms or email addresses to transmit unsolicited commercial communications, spam, or solicitations;

(g) Submit false, misleading, or fraudulent information through any form on the Site;

(h) Impersonate any person or entity, or misrepresent your affiliation with any person or entity;

(i) Interfere with or disrupt the operation of the Site, or impose an unreasonable load on its infrastructure;

(j) Probe, scan, or test the vulnerability of the Site or breach any security or authentication measure;

(k) Use the Site or any Deliverable to develop, train, or improve any competing product, service, machine learning model, or artificial intelligence system;

(l) Harvest or collect information about other users of the Site;

(m) Use the Site or the Services in connection with any fraudulent transaction or unauthorised payment instrument.

The Company reserves the right to investigate suspected violations, to block access, and to refer suspected criminal activity to law enforcement.

14. Third-Party Links and Services

The Site may contain links to third-party websites, tools, or resources, provided for convenience only. The Company does not control, endorse, or assume responsibility for the content, accuracy, privacy practices, or availability of any third-party site. Access is at your own risk and subject to that site’s terms.

The Company relies on third-party service providers, including its website host, payment service providers, email provider, cloud storage provider, and analytics providers. The Company is not liable for any failure, outage, breach, or act or omission of any such provider.

15. Disclaimer of Warranties

THE SITE AND ALL CONTENT ON IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

With respect to the Services, the Company warrants only that it will perform them with the reasonable care and skill ordinarily exercised by competent construction cost estimating professionals performing comparable services under comparable circumstances. This is the Company’s only warranty in respect of the Services. No other warranty, express or implied, is given, and in particular the Company gives no warranty or guarantee as to the accuracy of any estimate relative to actual constructed cost, for the reasons set out in Section 8.

Some jurisdictions do not permit the exclusion of certain warranties, so some of the above exclusions may not apply to you.

16. Limitation of Liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE COMPANY’S LIABILITY TO YOU.

16.1 Exclusion of Indirect Losses

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY:

• Loss of profit, revenue, or anticipated savings

• Cost overrun on any construction project

• Loss of a bid, or loss arising from a bid submitted at an unprofitable price

• Loss of business, contract, opportunity, or goodwill

• Delay to any project or programme

• Financing costs, carrying costs, or loss arising from refusal of financing

• Liquidated damages payable by the Client to a third party

• Loss of data

• Third-party claims against the Client

whether arising in contract, tort (including negligence), strict liability, statute, or otherwise, and whether or not the Company was advised of the possibility of such damages.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO ANY ENGAGEMENT, THE SERVICES, ANY DELIVERABLE, OR THE SITE — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND UNITED STATES DOLLARS (USD $1,000.00), WHICHEVER IS LESS.

This cap is per Engagement and is not cumulative across multiple Engagements.

16.3 Basis of the Bargain

The Client acknowledges that the Company’s fees reflect the allocation of risk in this Section, that the Company would not provide the Services on the agreed fees without these limitations, and that these limitations are a fundamental basis of the bargain between the parties.

16.4 Statutory Limits

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you; in that case, liability is limited to the maximum extent permitted by law.

16.5 Time Limit for Claims

Any claim arising out of or relating to an Engagement must be brought within one (1) year of the date the Deliverable was delivered or the Services were completed, whichever is earlier, failing which the claim is permanently barred, to the extent such a limitation is permitted by applicable law.

17. Indemnification

The Client shall indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents from and against all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) The Client’s breach of these Terms or of any Proposal;

(b) The Client’s use of, or reliance on, any Deliverable, including any decision taken on the basis of a Deliverable;

(c) Any inaccuracy, incompleteness, or defect in the Client Materials;

(d) Any claim that the Client Materials infringe the intellectual property, confidentiality, or other rights of a third party;

(e) The Client’s provision of a Deliverable to any third party, or any third party’s reliance on a Deliverable;

(f) The Client’s violation of any applicable law, regulation, code, licensing requirement, or the rights of any third party;

(g) The construction, design, safety, or performance of the Client’s project;

(h) Any fraudulent or unauthorised payment made by or on behalf of the Client.

18. Term, Suspension, and Termination

18.1 Term

These Terms apply from your first use of the Site or first Engagement and continue until terminated.

18.2 Termination by the Company

The Company may suspend or terminate any Engagement, refuse to provide Services, and block access to the Site, immediately and without liability, where:

• The Client breaches these Terms;

• Any invoice remains unpaid beyond thirty (30) days;

• The Client provides false, misleading, or fraudulent information;

• The Company reasonably suspects fraud, money laundering, unauthorised use of a payment instrument, or other unlawful activity;

• The Company becomes aware of a conflict of interest that cannot be managed;

• The Client engages in abusive, threatening, harassing, or discriminatory conduct toward Company personnel;

• Continued performance would breach any law, sanctions regime, or professional obligation;

• The Client initiates a chargeback in bad faith.

18.3 Consequences of Termination

On termination:

• The Client shall immediately pay all amounts due for work performed to the date of termination;

• Any licence granted under Section 10.3 in respect of an unpaid Deliverable terminates immediately, and the Client shall cease all use of that Deliverable;

• Sections 8, 10, 11, 12, 15, 16, 17, 19, 20, and 21 survive termination.

19. Dispute Resolution

19.1 Informal Resolution First

Before commencing any formal proceeding, the parties shall attempt in good faith to resolve the dispute informally. The aggrieved party shall send written notice describing the dispute and the relief sought to info@digital-solutionllc.com (or, from the Company, to the Client’s last notified email address). The parties shall then negotiate in good faith for thirty (30) days.

19.2 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

If a dispute is not resolved under Section 19.1, it shall be resolved exclusively by final and binding arbitration rather than in court, except as set out in Section 19.4.

Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or, where the Client is an individual consumer, its Consumer Arbitration Rules.

The arbitration shall be conducted by a single arbitrator.

The seat of arbitration shall be the State of Maryland, and the hearing shall take place in Maryland or, at the Client’s election, by videoconference or on the documents alone.

The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.

The Federal Arbitration Act governs the interpretation and enforcement of this Section.

19.3 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

If this class action waiver is found unenforceable, the entirety of Section 19.2 shall be null and void and the dispute shall proceed in court under Section 19.5.

19.4 Exceptions to Arbitration

Either party may bring an individual action in small claims court for any dispute within that court’s jurisdiction. Either party may also seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information, and the Company may bring an action in court to collect unpaid fees.

19.5 Governing Law and Venue

These Terms and any dispute arising from them are governed by the laws of the State of Maryland, without regard to conflict of law principles. Where a dispute proceeds in court rather than arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Maryland and waive any objection to venue or forum non conveniens.

19.6 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

20. Communications and Electronic Contracting

20.1 Consent to Electronic Communications

By providing an email address or telephone number, you consent to receive communications from the Company electronically, including Proposals, invoices, Deliverables, notices, and administrative messages. You agree that such electronic communications satisfy any legal requirement that a communication be in writing.

20.2 Marketing Communications

If you opt in to marketing communications, you may withdraw consent at any time using the unsubscribe link in any marketing email or by contacting info@digital-solutionllc.com. Transactional and service communications relating to an active Engagement are not marketing and will continue.

20.3 Electronic Signatures

The parties agree that electronic acceptance — clicking an acceptance button, replying by email, or paying an invoice — constitutes a valid and binding signature under the federal E-SIGN Act and the Maryland Uniform Electronic Transactions Act.

20.4 Notices

Formal notices to the Company shall be sent to info@digital-solutionllc.com and, if concerning a legal claim, also by certified mail to the address in Section 22. Notices to the Client shall be sent to the last email address the Client provided. Notice is deemed given on the date of transmission for email and on the date of delivery for certified mail.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the accepted Proposal, the Privacy Policy, and the Cookie Policy, constitute the entire agreement between the parties and supersede all prior discussions, representations, and understandings.

21.2 Amendment

The Company may amend these Terms at any time by posting a revised version on the Site with an updated “Last Updated” date. Amendments apply prospectively to Engagements formed after the revision date. Continued use of the Site after posting constitutes acceptance. Material amendments will, where reasonably practicable, be notified by email to active Clients.

21.3 Severability

If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force.

21.4 No Waiver

No failure or delay by the Company in exercising any right constitutes a waiver. A waiver is effective only if in writing and signed by the Company.

21.5 Assignment

The Client may not assign or transfer these Terms or any Engagement without the Company’s prior written consent. The Company may assign these Terms to a successor in connection with a merger, acquisition, or sale of assets.

21.6 Independent Contractor

The relationship between the parties is that of independent contracting parties. Nothing creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.

21.7 No Third-Party Beneficiaries

These Terms confer no rights on any person other than the parties, reinforcing Section 8.6.

21.8 Force Majeure

The Company shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, governmental action, power failure, internet or telecommunications failure, cyber-attack, or failure of a third-party service provider.

21.9 Headings

Headings are for convenience only and do not affect interpretation.

21.10 Interpretation

These Terms shall not be construed against the drafting party. “Including” means “including without limitation.”

21.11 Export and Sanctions Compliance

The Client shall comply with all applicable United States export control and economic sanctions laws.

21.12 Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs.

21.13 Survival

Provisions which by their nature should survive termination shall do so.

22. Contact Information

Digital Solutions USA LLC
6805 Fallard Pl
Frederick, MD 21703
United States

Email: info@digital-solutionllc.com
Telephone: +1 (227) 338-1390
Website: https://digital-solutionllc.com

Business Hours:
Monday – Friday: 9:00 AM – 5:00 PM
Saturday: 9:00 AM – 2:00 PM
Sunday: Closed

Digital Solutions USA LLC is a construction cost estimating and pre-construction consulting firm registered in the State of Maryland, providing remote professional services to clients throughout the United States. The Company is not a licensed contractor, architect, or engineer and does not perform construction work.