Last Updated: August 4, 2026
1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and BREC INVESTMENTS, LLC, a limited liability company organized under the laws of the State of Utah, doing business as BREC Capital, with its principal place of business at 111 S Main St Ste 1600, Salt Lake City, UT 84111-2185, United States.
By accessing our website at www.breccapital.lat, by engaging our computer systems design and IT services, or by otherwise entering into any business relationship with BREC Capital, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing our website and services.
The services provided by BREC Capital are intended for business and professional use. By engaging our services, you represent and warrant that you have the legal capacity and authority to enter into this agreement on behalf of yourself or the entity you represent.
2. Services Description
BREC Capital provides professional services in the field of computer systems design and related services, including but not limited to systems architecture design, network infrastructure planning and deployment, cloud orchestration and migration services, cybersecurity engineering and assessment, data center design and optimization, and technical consulting services as described in our service offerings and as specified in individual statements of work.
The specific scope, deliverables, timeline, and fees for any engagement shall be detailed in a separate Statement of Work, Service Agreement, or Project Proposal executed by both parties. In the event of any conflict between these general Terms of Service and a specific Statement of Work, the provisions of the Statement of Work shall control with respect to the particular engagement.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will make reasonable efforts to notify active clients of any material changes that may affect ongoing engagements.
3. Client Obligations
To enable BREC Capital to perform its services effectively, you agree to the following obligations:
- Cooperation: Provide timely access to relevant personnel, systems, facilities, and information reasonably required for the performance of the services.
- Accurate Information: Ensure that all information, specifications, and documentation you provide to us are accurate, complete, and not misleading.
- Access and Permissions: Secure all necessary permissions, licenses, and third-party consents required for us to access and work with your systems, networks, and data.
- Backup Responsibility: Maintain independent backup copies of all data and configurations before allowing BREC Capital to perform any work on your systems. You acknowledge that data loss can occur during system modifications and that maintaining backups is your responsibility.
- Compliance: Ensure that your use of our services complies with all applicable laws, regulations, and industry standards relevant to your business.
- Security Practices: Maintain reasonable security practices on your own systems and networks, as the overall security posture depends on both our work and your ongoing operational practices.
4. Intellectual Property
Our Materials: All methodologies, tools, frameworks, templates, code libraries, documentation, and know-how developed or utilized by BREC Capital in the course of providing services, including any pre-existing intellectual property and any improvements or modifications made during an engagement, remain the exclusive property of BREC Capital unless otherwise agreed in writing.
Client Materials: All data, documents, specifications, and other materials provided by you remain your exclusive property. You grant BREC Capital a limited, non-exclusive license to use such materials solely as necessary to perform the services under our engagement.
Deliverables: Upon full payment for services rendered, BREC Capital grants you a perpetual, non-exclusive, non-transferable license to use the deliverables created specifically for your engagement for your internal business purposes. Unless expressly stated otherwise in the Statement of Work, BREC Capital retains ownership of all underlying intellectual property incorporated into the deliverables.
Work Product: Any custom software, configurations, system designs, or documentation developed specifically for you during the engagement shall be assigned to you upon full payment, subject to our retained rights in our pre-existing materials and general methodologies.
5. Confidentiality
Both parties acknowledge that during the course of the engagement, each may receive or have access to confidential information of the other party. Confidential Information includes all non-public information, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Each party agrees to hold the other Confidential Information in strict confidence, to use such information only for the purpose of performing obligations under this agreement, and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform the services with authorized personnel and subcontractors who are bound by confidentiality obligations at least as restrictive as those set forth herein.
These confidentiality obligations shall survive the termination of any engagement for a period of three years, or indefinitely for information that constitutes a trade secret under applicable law. Upon termination of the engagement, each party shall return or destroy all Confidential Information of the other party upon request, except for one archival copy retained for legal compliance purposes.
6. Fees and Payment
Fee Structure: The fees for services shall be specified in the Statement of Work or Service Agreement for each engagement. Fees may be structured as fixed-price, time and materials, retainer, or a combination thereof, as mutually agreed in writing.
Expenses: You agree to reimburse BREC Capital for reasonable out-of-pocket expenses incurred in connection with the services, provided such expenses are pre-approved in writing or are within an agreed expense budget. Expenses may include travel, accommodation, software licenses, hardware purchased on your behalf, and third-party service fees.
Invoicing and Payment: Invoices shall be issued according to the schedule defined in the Statement of Work. Payment is due within thirty (30) calendar days from the invoice date unless otherwise specified. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Taxes: All fees are exclusive of applicable taxes, duties, and governmental assessments. You are responsible for the payment of all such taxes, except for taxes based on the net income of BREC Capital.
Suspension of Services: In the event of non-payment of any invoice beyond sixty (60) days past due, BREC Capital reserves the right to suspend all services until the outstanding balance is paid in full, without liability for any consequences of such suspension.
7. Warranties and Disclaimers
Service Warranty: BREC Capital warrants that the services shall be performed in a professional and workmanlike manner consistent with industry standards, by personnel with the appropriate qualifications, skills, and experience. Any deliverables shall materially conform to the specifications set forth in the applicable Statement of Work.
Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS WITHOUT ANY WARRANTY OF ANY KIND. BREC CAPITAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
No Guarantee of Results: BREC Capital does not warrant or guarantee any specific business outcomes, revenue increases, cost reductions, or other results from the implementation of our recommendations or designs. Technology systems are complex and outcomes depend on numerous factors beyond our control, including your operational practices, evolving threat landscapes, and changes in technology.
Third-Party Products: BREC Capital makes no representations or warranties regarding third-party products, software, or services that may be recommended, procured, or integrated as part of an engagement. Any warranties for third-party products are limited to those provided by the respective manufacturer or vendor.
8. Limitation of Liability
To the maximum extent permitted by applicable law, BREC INVESTMENTS, LLC and its officers, directors, employees, agents, and subcontractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, business interruption, or damage to reputation, arising out of or related to these terms or the services provided, regardless of the theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
The total aggregate liability of BREC INVESTMENTS, LLC for any and all claims arising out of or related to these terms or the services shall not exceed the total fees actually paid by you to BREC Capital for the specific engagement giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.
The limitations of liability set forth in this section shall apply notwithstanding the failure of essential purpose of any limited remedy and shall survive any termination or expiration of this agreement. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
9. Indemnification
You agree to indemnify, defend, and hold harmless BREC INVESTMENTS, LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:
- Your breach of any representation, warranty, or obligation under these Terms of Service;
- Your use of the deliverables or recommendations in a manner not contemplated by the Statement of Work;
- Any claim that the materials, data, or specifications you provided to us infringe upon or misappropriate the intellectual property rights of a third party;
- Your violation of any applicable law, regulation, or industry standard;
- Any unauthorized access to or use of the systems implemented by BREC Capital that results from your failure to maintain adequate security practices or access controls.
BREC Capital shall provide prompt notice of any such claim and shall reasonably cooperate with you in the defense, at your expense. You shall not settle any claim that imposes any obligation or liability on BREC Capital without our prior written consent.
10. Termination
Termination for Convenience: Either party may terminate any Statement of Work or Service Agreement upon thirty (30) calendar days written notice to the other party, subject to payment for all services rendered up to the effective date of termination and any non-cancellable commitments made by BREC Capital in connection with the engagement.
Termination for Cause: Either party may terminate this agreement immediately upon written notice if the other party materially breaches any provision of these terms and fails to cure such breach within fifteen (15) calendar days after receiving written notice of the breach. A material breach includes, but is not limited to, failure to pay fees when due, failure to perform services as agreed, or violation of confidentiality obligations.
Effect of Termination: Upon termination, you shall pay all outstanding fees and expenses incurred through the effective date of termination. Each party shall return or destroy all Confidential Information of the other party. Provisions that by their nature should survive termination, including those related to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution, shall survive.
11. Force Majeure
Neither party shall be liable for any failure or delay in performance under this agreement, other than payment obligations, to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, earthquake, hurricane, or other natural disasters; war, terrorism, riots, or civil unrest; epidemics, pandemics, or public health emergencies; government actions, orders, or regulations; strikes or labor disputes not involving the affected workforce; failure of utilities, telecommunications networks, or Internet infrastructure not caused by the affected party; and cyber attacks or denial of service attacks not resulting from the affected failure to maintain reasonable security measures.
The affected party shall notify the other party promptly of any force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than thirty (30) calendar days, either party may terminate the affected Statement of Work without liability.
12. Dispute Resolution
Informal Resolution: In the event of any dispute, claim, or controversy arising out of or relating to these Terms of Service or the services provided, the parties shall first attempt to resolve the matter informally through good-faith negotiations. The complaining party shall provide written notice to the other party describing the nature of the dispute and the requested resolution. The parties shall have thirty (30) calendar days from receipt of such notice to attempt to resolve the dispute through negotiation.
Mediation: If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by a mutually agreed mediation service in Salt Lake County, Utah. Each party shall bear its own costs and shall share equally the fees and expenses of the mediator.
Arbitration: If mediation is unsuccessful, any unresolved dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake County, Utah, by a single arbitrator mutually agreed upon by the parties. The decision of the arbitrator shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information, without the requirement of first engaging in the informal resolution, mediation, or arbitration processes described above.
13. Governing Law
These Terms of Service and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Subject to the dispute resolution provisions set forth in Section 12, the parties agree that any legal action or proceeding arising out of or relating to these terms shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
14. Severability
If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to give effect to its original intent, and the remaining provisions shall continue in full force and effect. The invalidity of any provision shall not affect the validity or enforceability of any other provision of these terms.
15. Entire Agreement
These Terms of Service, together with any Statement of Work, Service Agreement, or other written instrument executed by both parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
No waiver of any provision of these terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision of these terms shall not constitute a waiver of such right or provision or of the right to enforce it at a later time.
16. Modifications to Terms
BREC Capital reserves the right to modify these Terms of Service at any time. When we make material changes, we will update the last updated date at the top of this page and post a notice on our website. For clients with active engagements, we will provide additional notice via email to the contact on file.
Changes to these terms will become effective thirty (30) calendar days after posting for new engagements, and upon the next renewal or extension of any existing Statement of Work for ongoing engagements. Your continued use of our website and services after any modification constitutes acceptance of the updated terms.
If you do not agree with the modified terms, you should discontinue use of the website and notify us that you wish to terminate any ongoing engagement in accordance with the termination provisions set forth in Section 10.
17. Contact Information
For questions, concerns, or notices regarding these Terms of Service, please contact us through any of the following channels:
Email: help@breccapital.lat
Phone: +1 283 444 0599
Mail:
BREC INVESTMENTS, LLC
Attn: Legal Department
111 S Main St Ste 1600
Salt Lake City, UT 84111-2185
United States
All formal legal notices must be sent by email with a copy by certified mail, return receipt requested, to the mailing address above. Notices shall be deemed effective upon receipt.