Terms of Service

Last Updated: June 12, 2026 · Effective Date: June 12, 2026

These Terms of Service ("Terms") govern your use of the website at enalca.com and your business relationship with Enalca LLC ("Enalca", "we", "us", or "our"). Please read them carefully.

The Short Version

• •Browsing our site and booking a consultation costs nothing and commits you to nothing.
• •Real engagements are governed by a signed agreement (proposal, statement of work, or master services agreement). If these Terms ever conflict with a signed agreement, the signed agreement wins.
• •You own the software we build for you, once it's paid for.
• •We never use your data to train AI models for anyone else.
• •Your confidential information stays confidential — NDA or not.
• •Questions? nathan.galarza@enalca.com.

1. Acceptance of These Terms

By accessing or using our website, requesting a consultation, or engaging our services, you agree to these Terms. If you are acting on behalf of a company, you represent that you have authority to bind that company. If you do not agree with these Terms, please do not use the Services.

2. Who We Are

• •Legal entity: Enalca LLC
• •Locations: San Juan, Puerto Rico · New York, NY
• •Contact: nathan.galarza@enalca.com · +1 (787) 361-0791

3. Our Services

Enalca provides professional software services for businesses:

• •AI Implementation — production AI systems: multi-agent orchestration, retrieval-augmented generation, LLM integration, and the privacy, audit, and review infrastructure around them.
• •Custom Software Development — end-to-end product development: frontend, backend, infrastructure, UX, and branding.
• •Fractional CTO / AI Lead — senior technical leadership on a part-time retainer basis.

Descriptions on our website are informational. The specific scope, deliverables, timeline, and fees of any engagement are defined in a written proposal, statement of work ("SOW"), or master services agreement ("MSA") signed by both parties (each, a "Signed Agreement").

4. Consultations & Proposals

• •Initial consultations are free and create no obligation for either party.
• •Proposals and quotes are valid for 30 days from the date issued unless stated otherwise.
• •We will tell you honestly if we are not the right fit — and where possible, point you to someone who is.

5. Engagements, Fees & Payment

For active engagements, unless the Signed Agreement says otherwise:

• •Fees, payment schedule, and invoicing terms are defined in the Signed Agreement.
• •Invoices are due within 15 days of receipt.
• •Work may be paused on accounts with invoices more than 30 days overdue, after written notice.
• •Fees are exclusive of taxes; each party bears the taxes the law assigns to it.

6. Intellectual Property

What You Own

Upon full payment, you own the deliverables we build for you under a Signed Agreement — source code, designs, documentation, and other work product created specifically for your project.

What We Retain

• •Pre-existing tools, libraries, frameworks, and know-how that we bring to an engagement remain ours; to the extent they are embedded in your deliverables, you receive a perpetual, non-exclusive license to use them as part of your product.
• •Generalized knowledge, skills, and experience gained during an engagement.
• •All content, branding, and design of the enalca.com website itself.

What We Don't Do

• •We do not reuse your proprietary code or business logic for other clients.
• •We do not use your data — or your users' data — to train AI models for ourselves or anyone else.

7. Client Responsibilities

To keep engagements on track, you agree to:

• •Provide timely access to the people, systems, and information the project requires.
• •Give feedback and approvals within reasonable timeframes.
• •Ensure that any data, content, or materials you provide to us are lawfully obtained and that you have the rights to share them.
• •Tell us up front if your project involves regulated data (health, financial, government, minors) so we can apply the appropriate framework.

8. AI-Specific Terms

We build AI systems for a living, so we are direct about their nature:

• •AI outputs are probabilistic. Large language models and similar systems can produce inaccurate or unexpected output. Production systems we deliver include the guardrails appropriate to their risk level — validation, human review, audit logging — as defined in the Signed Agreement.
• •Human accountability stays in the loop. For regulated or high-stakes use cases, our designs keep a human in the decision path unless the Signed Agreement explicitly states otherwise.
• •Compliance frameworks (such as HIPAA, including Business Associate Agreements where required) apply when specified in the Signed Agreement.
• •Third-party AI providers (model APIs, vector databases, cloud services) have their own terms; where your system depends on them, their availability and pricing are outside our control.

9. Confidentiality

Each party agrees to protect the other's confidential information with at least the care it uses for its own, and to use it only for the engagement. This obligation applies whether or not a separate NDA is signed, survives the end of any engagement, and excludes information that is public, independently developed, or lawfully received from others. We never use client project details in marketing without written approval.

10. Warranties & Disclaimers

• •We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.
• •For defects in delivered work, your remedy is defined in the Signed Agreement (typically a correction period following delivery).
• •THE WEBSITE ITSELF IS PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED AGREEMENT, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR UNINTERRUPTED OPERATION OF THIRD-PARTY SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO AN ENGAGEMENT IS LIMITED TO THE FEES PAID OR PAYABLE TO ENALCA UNDER THE APPLICABLE SIGNED AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.

These limits do not apply to breaches of confidentiality, infringement of the other party's intellectual property, indemnification obligations, gross negligence, or willful misconduct.

12. Indemnification

• •By you: you will defend and indemnify Enalca against claims arising from data, content, or materials you provide, or your use of deliverables in violation of law.
• •By us: we will defend and indemnify you against claims that deliverables we authored infringe a third party's intellectual property rights, provided you notify us promptly and let us control the defense.

13. Term & Termination

• •Engagement termination rights and notice periods are defined in the Signed Agreement.
• •On termination, you pay for work performed through the termination date, and we hand over work product for which payment has been received.
• •Client data is returned or destroyed per the Signed Agreement and our Privacy Policy.

14. Portfolio & Publicity

We may identify you as a client by name and logo in our portfolio and marketing only with your written approval. Case studies and testimonials are always approved by the client before publication.

15. Acceptable Use of Our Website

You agree not to misuse our website — including attempting to breach its security, scraping it at abusive rates, submitting spam through our forms, or impersonating others. We may restrict access to protect the Services.

16. Third-Party Services

Your systems may rely on third-party services contracted in your name (cloud hosting, model APIs, payment processors). Their terms, pricing, and availability are between you and those providers, even where we manage them on your behalf.

17. Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control — natural disasters, power or telecommunications failures, government actions, or similar events — provided the affected party resumes performance as soon as reasonably possible.

18. Governing Law & Disputes

These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict-of-law rules. Before filing any claim, both parties agree to attempt good-faith resolution through direct negotiation for at least 30 days. Unresolved disputes will be brought in the courts of San Juan, Puerto Rico, and both parties consent to their jurisdiction.

19. General

• •Order of precedence: a Signed Agreement controls over these Terms where they conflict.
• •Entire agreement: these Terms plus any Signed Agreement are the complete agreement on their subject matter.
• •Severability: if any provision is unenforceable, the rest remain in effect.
• •Assignment: neither party may assign without the other's consent, except in a merger or sale of substantially all assets.
• •No waiver: not enforcing a provision once doesn't waive it later.
• •Notices: legal notices go to nathan.galarza@enalca.com and to the email you provide us.

20. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted here with a new effective date; changes do not apply retroactively to Signed Agreements already in force.

21. Contact Us

Questions about these Terms:

• •Email: nathan.galarza@enalca.com
• •Phone: +1 (787) 361-0791
• •Enalca LLC — San Juan, Puerto Rico · New York, NY