Purchasing Terms

These Purchasing Terms explain the money side of working with Blugency: how an order becomes a contract, what a price includes, how government fees work, how you pay us, how services that bill on a repeating schedule are renewed and canceled, and when you can get a refund. They apply to everyone who buys from us, whether you live in the United States or you are a founder based somewhere else. They sit alongside our Terms of Service, which covers the rest of our relationship with you, including how disputes are resolved. If you read only two things on this page, read section 5, on government fees, and section 10.1, on refunds. Government fees cannot be recovered once we have paid them to an agency, and our own fee is refundable only where we failed to complete a filing we were engaged to make, or where the approval guarantee in section 11 applies. There is no satisfaction refund and no change of mind window. Those two facts cause almost every disagreement about money, and we would rather be blunt about them here, before you buy, than have you find out afterwards.

1. What these terms cover

1.1 What is in this document

This document covers prices, taxes, payment, automatic renewal, cancellation, refunds, missed payments and chargebacks. It does not describe what each service includes. That belongs to the description you see when you buy, and to any written proposal or engagement letter we send you.

1.2 How this document fits with our other documents

Read together, our Terms of Service and these Purchasing Terms form your contract with us. If the two conflict on a question about money, these Purchasing Terms apply. On every other question, the Terms of Service applies. The Terms of Service contains the order of precedence for the whole set of our legal documents, including where a separate signed proposal or engagement letter sits, and that order governs any conflict this page does not resolve.

Our Legal Disclaimer explains what we are and are not, including that we are not a law firm and not a CPA firm. Our Privacy Policy explains what we do with your information, including your billing information.

1.3 Who these terms apply to

They apply to you if you place an order with us, whether you are buying as an individual or on behalf of a business. If you are buying for a business, you are telling us you have the authority to commit that business.

1.4 The Blugency application

Everything we sell is delivered online. Today, payments are taken through the Blugency application at https://app.blugency.co and not through our marketing website at https://blugency.co. The Application does not have a separate set of terms: these Purchasing Terms and our Terms of Service cover it as well as the website, and they are what you are shown when you create an account. These Purchasing Terms own the money side of what you buy wherever you buy it.

2. Definitions

These words have the following meanings throughout this document.

Blugency, we, us and our mean Blugency LLC, a New Mexico limited liability company with its registered address at 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States.

You and your mean the person or business placing an Order.

Services means the services we sell across our five service lines: Business Formation, Business Essentials, Compliance & Changes, Tax & Accounting, and Studio, as described in our Terms of Service. All of them are delivered online.

Application means the Blugency application at https://app.blugency.co, which these terms cover alongside our website.

Order means a request from you for one or more Services, whether you place it in the Application or by accepting a written proposal or invoice from us.

Service Fee means the part of what you pay that is ours: the amount we charge for our own work.

Government Fee means any amount charged by a government agency in connection with your Order, which we collect from you and pay to that agency on your behalf. Examples include a state filing fee, a state expedite fee, an annual report fee, and a trademark application fee charged for each class of goods or services.

Third-Party Fee means an amount set by someone other than us and other than a government agency, which we collect from you and pass on rather than keep.

Recurring Service means a Service billed on a repeating schedule that keeps renewing until you cancel it. Registered Agent Service is the only one we sell, and section 7.1 sets out the position.

Renewal Term means each billing period of a Recurring Service after the first one.

3. Placing an order and when a contract is formed

3.1 Your Order is an offer, not a contract

When you place an Order, you are making us an offer to buy. You are not yet in a contract with us, even if you have paid at the same time.

3.2 When the contract is formed

A contract is formed when we send you an order confirmation for that Order, or when we begin work on it, whichever happens first. Until then, either of us can walk away and any money you have paid comes straight back to you.

This is about when we are committed to doing the work. It is a separate question from when you accept our Terms of Service, which happens as that document describes, and which can happen before we have accepted your Order.

3.3 We may decline an Order

We can decline an Order in whole or in part. We might do that because we cannot complete our identity, sanctions or anti-money laundering checks; because you are in a country or on a list we are not permitted to deal with; because the information you gave us is incomplete or does not add up; because the work would require us to do something we are not licensed or permitted to do; because a price or description was displayed incorrectly; or because we do not have the capacity to do the work well. We do not have to give a reason. If we decline, we will tell you, and we will refund what you paid for that Order, including any Government Fee or Third-Party Fee we have not already paid out. If we decline part of an Order after a fee has already been paid to an agency, section 5.4 applies to that fee.

3.4 The information you give us

We prepare and file documents using the information you give us, at your direction. You are responsible for making sure that names, addresses, ownership details, tax identification numbers, trademark descriptions and everything else you provide are accurate and complete. If a filing has to be corrected, amended or resubmitted because the information was wrong or incomplete, the agency will usually charge its fee again, that fee is yours to pay, and we may charge for the extra work, except where the approval guarantee in section 11 applies to a formation filing.

3.5 Sanctions and eligibility

When you place an Order, you are telling us that you are not a person or business subject to economic sanctions administered by the United States, that you are not owned or controlled by such a person or business, that you are not ordinarily resident in a country or territory subject to comprehensive United States sanctions, and that the money you are paying us does not come from an unlawful source. You will tell us straight away if that stops being true. If we find that it is not true, we can refuse or stop work under section 3.3 or section 9, and we may be legally prevented from refunding you until we are permitted to release the funds.

4. Prices, currency and taxes

4.1 Everything is in US dollars

All prices are shown and charged in United States dollars (USD). If your card or bank account is held in another currency, your bank sets the exchange rate and may add its own fee. That rate and that fee are between you and your bank. We do not receive them and we cannot refund them.

4.2 What the price you see includes

The price you see before you pay is the price you pay. It includes our Service Fee and any Government Fee or Third-Party Fee we collect from you for that Order, itemized so you can see which part is ours. No mandatory fee of any kind is ever added after the price you were shown. There is no processing charge, no handling charge, no compliance charge and no administrative charge at the end of checkout. The only things that can be added to the displayed price are tax, calculated and shown separately as described below, and a Government Fee that was disclosed to you before you paid. Optional extras are charged only if you choose them.

4.3 Sales tax and gross receipts tax

Where we are required to collect a sales tax, a gross receipts tax or a similar transaction tax, we calculate it and show it at checkout, and it is added to your total. New Mexico gross receipts tax may apply to what we sell. Any tax that a government charges you directly, rather than through us, is yours to pay.

We charge United States transaction taxes only, and only where we are required to. If you are outside the United States and your own country charges you a tax on buying a service from abroad, that tax is between you and your own tax authority. We do not collect it, we do not account for it, and we cannot advise you on it. Nothing in this section is tax advice.

4.4 We can change our prices

We can change our prices at any time. A change never applies to an Order we have already accepted. The price that applies to your Order is the price shown when you placed it. Price changes for Recurring Services are covered in section 7.

4.5 Buying a tax service never depends on a marketing consent

Federal law limits how a tax return preparer may use or disclose the information you give us for your return, and our Terms of Service set out the rule we follow and what a valid consent looks like. Only the money side of it belongs here.

Every consent we ask for under that rule is taken on its own separate form, and you are never asked to sign one in order to buy tax return preparation from us. The form stands alone. It is not bundled into the box you tick to accept these terms, it is not part of any order form, and it never appears inside the payment flow: our checkout runs on Stripe, and a Stripe payment page is not a place where a federal tax consent can be taken. You sign a consent, if you sign one at all, away from checkout and at a separate moment. Declining does not change your price, does not change whether we will do your tax work, and does not change how quickly we do it. If anyone tells you otherwise, that is wrong, and we would like to hear about it at support@blugency.co.

5. Government fees and other pass-through costs

5.1 Part of what you pay is not ours

Most Business Formation, Business Essentials and Compliance & Changes work involves a government agency, and most agencies charge a fee. When you pay us, part of your total is often a Government Fee that we are collecting so we can hand it straight to a Secretary of State or Department of State, the Internal Revenue Service, the United States Patent and Trademark Office, or another agency. That money passes through us. It is not our revenue.

5.2 We do not set these fees

Government Fees are set by the agencies, not by us. They vary by state, by entity type, by filing type, by how quickly you want the filing processed, and, for trademarks, by how many classes of goods or services you file in. We have no influence over any of them.

5.3 They can change without notice

Agencies change their fees on their own schedule and often without advance notice. If a Government Fee changes between the time you place your Order and the time we file, we will tell you and we will not file until you approve the difference. If you would rather not pay the new amount, you can cancel that part of your Order. We will refund the Government Fee we have not yet paid out, and we will refund our Service Fee for that filing as well, because the filing it was for will not be made.

5.4 Once a Government Fee has been paid, it cannot be recovered

This is the most important sentence on this page. Once we have submitted your filing and paid the Government Fee to the agency, that money is with the agency. We cannot get it back, and neither can you. No refund we issue can include a Government Fee that has already been paid.

That is true in all of these situations:

• You change your mind after we submit.
• The agency rejects or refuses the filing. Most agencies keep the fee anyway. That is their rule, not ours.
• You decide you wanted a different entity type, a different state, or a different trademark class.
• You dissolve the company, abandon the application, or stop using the service shortly afterwards.
• Your payment to us is reversed. See section 13.

We tell you before we submit, so that you always have a clear moment to stop. Once you have told us to go ahead and we have submitted, the Government Fee is spent.

5.5 Third-Party Fees

Some Orders involve a cost from a third party that is not a government agency. Where that happens we tell you before you buy, and we include it in the price you see. Once a Third-Party Fee has been paid out and the third party will not return it, we cannot return it either. The same logic as section 5.4 applies.

5.6 Costs that sit outside our price

Very little sits outside the price we show you, and the filing attorney's fee is not one of the things that does. Trademark applications and other intellectual property filings are prepared and filed by attorneys admitted to practice before the United States Patent and Trademark Office, and that attorney's fee is included in the price we show you. You do not receive a second bill for it. That is the same whether you live in the United States or outside it. Office rules require an applicant domiciled outside the United States to be represented by a United States licensed attorney, that requirement is met by the attorney who files your application, and it does not change your price.

What does sit outside our price is a cost you ask us to commit on your behalf, such as a stock asset license or a domain registration. We tell you what it is before we commit it, and section 8.4 explains what happens to it if you stop a project.

If a piece of work ever needs an independent professional whose fee we are not covering, we will tell you before you buy, you will pay that professional directly, and the professional relationship will run between you and them rather than through us.

6. Paying us

6.1 How you pay

Payments are processed by Stripe. You can pay by credit card, by debit card, or by ACH bank transfer, and those are the methods shown at checkout. Your card or bank details go to Stripe rather than to us. We may stop accepting a particular payment method, in general or for a particular customer, and we will tell you if that affects you.

6.2 What you authorize when you give us a payment method

When you give us a payment method you are telling us that you are allowed to use it, and that the details you gave are correct. You authorize us and our payment processor to charge that method for the amount shown for your Order. For a Recurring Service, you also authorize us to charge that method for each Renewal Term at the price and on the schedule shown when you subscribed, until you cancel. Section 7 explains exactly what that means and how to stop it.

6.3 Invoices, due dates and late payment

Where we invoice you rather than charging you at checkout, payment is due 30 days from the date of the invoice. If an invoice is still unpaid after that, we may charge interest on the outstanding amount at 1.5 percent per month, or at the highest rate New Mexico law permits if that is lower, and we may pause work as described in section 12. Interest runs from the day after the due date until the balance is paid, and we will always tell you before we start charging it.

6.4 Receipts and records

We send order confirmations, receipts, renewal reminders and price change notices by email to the address on your account. Keep that address current, because it is how we reach you. If you would like a paper copy of a record we sent you electronically, email support@blugency.co and we will post one to you. We do not charge for that.

Sending you these records electronically depends on your agreeing to receive them that way. You are asked for that agreement on its own, with its own checkbox, before you create an account, rather than as part of the box you tick to accept these terms, and we keep a record of when you gave it. At that point we tell you what you need in order to open and keep our records, which categories of records the agreement covers, and how to withdraw it. You can withdraw it at any time by emailing support@blugency.co. Withdrawing it does not cancel anything you have bought, but it may mean we can no longer offer you a Service that is delivered entirely online, and we will tell you if that is the case before it happens.

6.5 Deliverables and payment in full

Where a Service produces something you own, such as a logo, a brand guide or a website, ownership passes to you when we have received payment in full, on the terms set out in our Terms of Service. If we share a draft or a working file with you before then, it is for review only, and we can ask you to stop using it until the balance is paid.

7. Recurring services and automatic renewal

7.1 Which Services renew automatically

Recurring Services, as defined in the Terms of Service, bill on a repeating schedule: yearly for Registered Agent Service and U.S. Business Address, monthly for Bookkeeping and the Studio plans, and per report for automatic Annual Report Filing. Each renews until you cancel it.

Everything else we sell is bought as a piece of work and paid for as a piece of work, not as a subscription. If we ever sell a Service on a repeating schedule, its description says so before you buy, and it tells you how often it bills and what its Renewal Term is. If a description does not say a Service is recurring, it is not recurring.

There is no minimum term. You are never locked into a second year.

You can cancel it yourself at any time before the next renewal date, in your account. Section 7.4 explains how, and section 8 explains what happens to money you have already paid.

7.2 What we show you before you subscribe

Before you enter any payment details for a Recurring Service, we will show you, next to the payment button and in plain language:

• that the Service renews automatically and will keep charging you until you cancel;
• the amount of each charge;
• how often you will be charged;
• any minimum term;
• the deadline for canceling before the next charge; and
• how to cancel.

That disclosure sits next to the payment button and it appears before you enter any payment details, not after. We will also ask you to tick a separate box that agrees to those renewal terms specifically. That box is separate from the general agreement to our terms, and it is never ticked for you in advance. We keep a record of that consent, including the date, the time and the exact wording you were shown, for at least three years, or for one year after the subscription ends, whichever is longer, so that if you ever ask us what you agreed to we can show you rather than describe it.

Straight after you subscribe, we will send you an acknowledgment by email that repeats the renewal terms, the cancellation policy and how to cancel, in a form you can save and print.

7.3 The reminders and notices we send you

• If we ever offer a free trial or an introductory offer that runs for more than 31 days, we will remind you between 3 and 21 days before it ends, telling you what you will be charged and how to cancel.
• If your Renewal Term is a year or longer, we will remind you between 15 and 45 days before it renews, telling you the price, the renewal date and how to cancel.
• If we change the price of a Recurring Service, or make any other material change to it, we will tell you at least 7 days and no more than 30 days before the change takes effect.
• For every Recurring Service, whatever the billing frequency, we will send you a reminder at least once a year setting out what you are subscribed to, how often you are billed, what you are charged and how to cancel.

Every one of those messages is sent automatically by the Application, on the schedule above. None of them depends on somebody remembering to send it.

If we ever apply a price increase you did not have a fair chance to see, tell us within 14 days of the first charge at the new price. We will cancel the Service and refund that charge on a prorated basis.

7.4 How to cancel a Recurring Service

You can cancel Registered Agent Service yourself, in your account at https://app.blugency.co, at any time before your next renewal date. You do it in the account you bought it in, it takes effect when you do it, and nobody has to approve it. We confirm it to you in writing afterwards.

If you would rather we did it for you, email support@blugency.co from the address on your account and tell us which Service you are canceling. Support can action a cancellation, and this route exists alongside the one in your account rather than instead of it. Send that email at least 24 hours before your renewal date so that there is time to act on it. We treat your cancellation as received on the day you send the email, whatever time it arrives and whether or not anyone is at a desk, and we action it as soon as we see it.

Neither route is a hurdle. You do not have to call us, wait for a chat agent, explain your reasons, or work your way through offers to stay. We will not put a retention conversation in front of you, we will not ask you to reconsider before we act, and we will not ask you for anything beyond knowing which Service you mean.

Canceling online, in the same account where you subscribed, is what several state automatic renewal laws require of a subscription accepted online, California's included. We give that route to everyone, whichever state you are in.

Unless we tell you otherwise, cancellation stops the next charge and the Service continues until the end of the period you have already paid for. Canceling does not by itself refund a period you have already been billed for. Section 10 explains what is refundable.

7.5 Business subscriptions work the same way

Most of our customers are businesses. We apply everything in this section to business subscriptions exactly as we apply it to consumer subscriptions. There is no separate, harder cancellation route for business customers.

7.6 What happens when a Recurring Service ends

Registered agent service needs thought before you end it, because states generally require a business to keep an agent on file at all times. Our Terms of Service set out what happens when that service ends, what we do, and what you have to do next, and those consequences are serious enough to be worth reading before you cancel. On the money side, canceling works as section 7.4 describes, and section 12.4 explains how we handle non-payment.

Where any other continuing piece of work ends, such as bookkeeping or social media management, we finish the period or the piece of work you have paid for, stop work, and give you the records and files we hold for you.

8. Canceling an order or a service

What you get back depends on how far along the work is. There are three stages, and they are the same for every service line.

8.1 Before we begin work

If you cancel before we have started, you get everything back: the whole Service Fee and any Government Fee or Third-Party Fee we have not yet paid out. Nothing has been done, so nothing has been earned.

We do not charge a cancellation fee or an administrative fee, at this stage or at any other, for any Service. There is no such charge anywhere in our pricing, so there is nothing here for you to look out for.

8.2 After we begin work but before a government submission

Once we have started work, the Service Fee for that Service is not refundable. Section 10.1 explains the one situation in which we refund it, and canceling partway through is not that situation. What does come back is any Government Fee or Third-Party Fee we have not yet paid out, because that money was never ours.

We will tell you plainly, when you ask to cancel, what stage the work has reached and what that means for your money. What we will not do is charge you an extra fee for stopping.

8.3 After a government submission

Once we have submitted a filing to a state, to the Internal Revenue Service or to the United States Patent and Trademark Office, that filing cannot be recalled and the Government Fee cannot be recovered. See section 5.4. The Service Fee for the work of preparing and submitting that filing has been earned and is not refundable.

If your Order contains other Services we have not yet done, those parts are still cancellable under section 8.1 or 8.2. Submitting your formation does not lock in the trademark application you bought at the same time.

8.4 Design and marketing projects

You can stop a design or marketing project at any time by telling us in writing. You pay for the work completed up to the point we receive your notice, plus any cost we have already committed on your behalf at your request and cannot cancel, such as a stock asset license or a domain purchase. Anything you have paid for and we have not done comes back to you. Ownership of completed, paid-for deliverables is covered by our Terms of Service.

8.5 Recurring Services

Canceling a Recurring Service works differently and is covered in section 7.4.

8.6 How to cancel an Order

Email support@blugency.co from the address on your account and tell us which Order or which Service you want to cancel. We will confirm in writing, tell you the stage the work has reached, and set out exactly what is coming back to you.

9. Cancellation by us

9.1 When we may cancel

We may cancel a Service or an Order if you do not pay after we have given you notice; if we cannot complete identity, sanctions or anti-money laundering checks; if you ask us to do something unlawful, or something we are not licensed or permitted to do; if the information you gave us turns out to be false; if you are abusive to our team; or if we lose the ability to provide the Service.

9.2 What happens to money you have paid

If we cancel for a reason that is not your fault, we refund the Service Fee for any filing or project we did not complete, and any Government Fee or Third-Party Fee we have not yet paid out. A Government Fee already paid to an agency cannot come back. If we cancel because of something you did, we keep the Service Fee for work already done.

9.3 Notice and winding down

We will give you reasonable notice unless the law or the circumstances require us to act immediately, and we will give you the documents and files we hold for you. Where we act as your registered agent, section 7.6 and section 12.4 explain how that ends.

9.4 We will not cancel to retaliate

We will not cancel your Services, refuse to serve you, or treat you differently because you complained, left an honest review, asked a regulator a question, or disputed a charge.

10. Refunds

10.1 The rule, in one paragraph

We refund our own Service Fee in two situations only. One is where we failed to complete a filing we were engaged to make. The other is where a formation filing cannot be accepted after correction under the approval guarantee in section 11. That is the whole of it. There is no satisfaction guarantee, there is no trial period, and there is no window of any number of days in which you can change your mind and have our fee back. If we did the work you paid us for, the fee for it stays with us, and if we did not, it comes back to you.

We have put that at the top of this section rather than at the bottom because it is the thing you most need to know before you buy, and because nobody should discover a refund policy after they need it.

Two things sit outside that rule and are always returned, because they were never ours to keep in the first place.

• Money we are holding and have not spent. Any Government Fee or Third-Party Fee we collected from you and have not yet paid out.
• Money we should not have taken. Everything you paid on an Order we declined or never accepted, everything you paid before we began work if you cancel at that stage under section 8.1, duplicate charges, charges made after a valid cancellation, charges made in the wrong amount, and a charge at a price increase you did not have a fair chance to see under section 7.3. Where we refund an amount we charged tax on, we refund that tax too, wherever the taxing authority allows it.

Where we cancel an Order for a reason that is not your fault, we refund the Service Fee for any filing we did not complete, along with any Government Fee or Third-Party Fee not already paid out.

Design and marketing projects work slightly differently, because no filing is involved in them. If you stop one, you pay for the work completed and for anything we have already committed on your behalf at your request, and the rest comes back to you. Section 8.4 sets that out and it is unaffected by the rule above.

10.2 What is not refundable

• Our Service Fee for work we completed, including preparing and submitting a filing that an agency then rejects for a reason that is not our error. Where the approval guarantee in section 11 covers the rejection, it applies instead.
• Our Service Fee where you cancel partway through, because there is no change of mind refund. Section 8.2 explains.
• A Government Fee that has already been paid to an agency. See section 5.4. This is the one that surprises people, and it is the reason section 5 exists.
• A Third-Party Fee that has already been paid out and will not be returned to us.
• A decision by a government agency that you did not want. See section 11.
• Time an agency takes to process something.

10.3 How to ask for a refund

Email support@blugency.co, tell us which Order it concerns, and tell us what happened. We will tell you in writing whether the refund is due, and if we say no, we will tell you why.

10.4 How and when a refund is paid

Once a refund is approved, we send it within 5 business days, to the original payment method. If that card or account is closed, tell us and we will agree another route with you.

We absorb the payment processing fee rather than deducting it, so you get back the amount you paid rather than the amount we net. Once we have sent a refund, how quickly it appears on your statement is up to your bank or card issuer, and that part is outside our control. If it has not reached you and you think something has gone wrong, email support@blugency.co and we will chase it with you.

10.5 Credit instead of a refund

We will only give you account credit instead of a refund if you ask for it. We will never substitute credit for a refund you are entitled to.

11. No guarantee of outcome

11.1 Agencies decide, not us

We prepare and file documents at your direction and we do the work you bought. We do not control government agencies. Whether a state accepts a formation, whether the Internal Revenue Service issues an EIN or an ITIN, whether the United States Patent and Trademark Office registers a trademark, whether a bank opens an account, and how any of them treat your matter, are decisions those organizations make on their own criteria. We cannot promise any of those outcomes and we do not.

11.2 We do not promise timing

Processing times are set by agencies and they change constantly. Any timeframe we mention is what we have seen in the past, not a commitment, and a delay by an agency is not a failure of our service.

11.3 An agency decision is not a refund event

If an agency refuses, rejects, delays or objects to a filing, that is not by itself a reason for a refund of a Government Fee already paid or a Service Fee already earned, except as the approval guarantee below provides.

Approval guarantee

If the state rejects a formation filing that Blugency submitted on your behalf, Blugency will correct the filing and resubmit it promptly at no additional charge, and Blugency will pay any new filing fee the state charges for the resubmission. Resubmitted filings are processed on the state's normal timeline, and the guarantee does not include expedited state processing. This guarantee does not apply where the rejection results from information you provided that was inaccurate or incomplete and you do not provide corrected information within 30 days of Blugency's request, from a company name or business purpose that the state does not permit, or from fraud or other unlawful conduct. It does not cover a different filing you choose to make after the rejection. If a filing cannot be accepted after correction, Blugency will refund its service fee in full.

11.4 Design and marketing work

Design and marketing services are creative and promotional work. We do not promise a search ranking, a level of traffic, a number of followers, a conversion rate, a sale, or any other business result, and we do not price our work against one. Search engines and social platforms set their own rules and change them whenever they choose. What you buy is the work described when you bought it.

11.5 What we are, and what we are not

We are not a law firm and we are not a licensed CPA firm, and buying from us does not create an attorney-client relationship with Blugency. We do not tell you which entity type, tax treatment, state or trademark class is right for your situation. Preparing a tax return is also not the same thing as representing you before the Internal Revenue Service, and only certain credentialed practitioners are permitted to do that. Where a Service needs a particular credential, someone who holds it does the work: trademark and intellectual property filings are prepared and filed by attorneys admitted to practice before the United States Patent and Trademark Office, tax filings are prepared and signed by Certified Public Accountants, and ITIN applications are handled by an IRS Certifying Acceptance Agent. Our Legal Disclaimer sets all of this out in full, and it is worth reading before you buy.

12. Missed payments, late payment and suspension

12.1 If a payment fails

If a charge is declined, here is exactly what happens.

• We try three more times, spread over 10 days.
• We email you at every single attempt, at the address on your account, so you can update your payment method. You will not find out that something failed by discovering that a Service has stopped.
• If the balance is still unpaid after 15 days, we suspend the Service. That is 5 days after the last retry, so there is time to fix it after the final attempt.
• Nothing of yours is deleted when a Service is suspended. Your files, your records and your documents stay exactly where they are, and section 12.5 explains how a suspended Service is restored.

12.2 If an invoice is late

We will remind you before we do anything else. If an invoice stays unpaid past its due date, we may charge interest as described in section 6.3, and we may pause work.

12.3 Suspension

While a balance is unpaid, we may pause work on your Order, hold deliverables that have not been paid for, and pause access to parts of the Application. We will tell you before we do it and we will tell you what you need to do to put it right. Suspension is not a cancellation. Everything starts again once the balance is settled.

12.4 Registered agent service is treated more carefully

Because your business is required by the state to have an agent on file at all times, we do not simply switch off registered agent service the day a payment fails. We will contact you first and tell you what happens next.

If we do resign, we give you 30 days notice before the resignation takes effect. That notice goes to you twice, by email to the address on your account and by mail to the address we have on file for you, and it tells you how to appoint a replacement agent. Making the state filing that appoints the new agent is yours to do, because only your entity can appoint its own agent. Once we resign, section 7.6 applies, and our Legal Disclaimer explains why losing an agent matters.

12.5 Getting a suspended Service back

Pay the outstanding balance, or tell us you cannot and we will talk about it. We restore suspended Services once the balance is cleared.

13. Chargebacks and payment disputes

13.1 Please talk to us first

If a charge looks wrong to you, email support@blugency.co before you contact your bank or card issuer. Most disputes are a misunderstanding about which part of a payment was a Government Fee, or about what stage the work had reached, and we can usually sort it out the same way we would sort out any other question.

13.2 What happens if you file a chargeback

If you do file one, we will respond to your card issuer with the records of your Order: what you bought, what we showed you before you paid, what we did, when we did it, and what was paid to an agency on your behalf. That is a factual response, not a complaint about you. Your card issuer decides the outcome.

13.3 Unpaid balances

We will not suspend your account or withhold documents we hold for you because you have raised a good faith dispute with your bank or card issuer. That is a commitment in our Terms of Service and it applies here.

What can happen is narrower. If a dispute is resolved in our favor and an amount is genuinely still owed, that unpaid balance is treated like any other unpaid balance under section 12.3, and we restore everything once it is settled. If a reversed payment included a Government Fee we had already paid to an agency, that amount stays owed to us, because the agency will not return it.

13.4 What we will not do

We will not add you to any list, share your details with other companies as a warning, report you to a credit agency, or treat a chargeback as a reason to punish you. Once any balance is settled, we will not refuse to work with you in the future for the sole reason that you raised a dispute. Raising a dispute with your bank is your right and we will not make it uncomfortable for you to use it.

14. Governing law and disputes

These Purchasing Terms are governed by the law of the State of New Mexico, without regard to its conflict of law rules.

Disputes are handled the way our Terms of Service says they are handled, and that document controls if anything in this summary appears to differ from it. For most customers that means individual arbitration rather than a court, with a class action waiver and a jury trial waiver. You are giving up the right to sue us in court and the right to a jury trial, except as described below. There is a carve-out that lets either of us go to small claims court, a carve-out for injunctions to protect intellectual property, and a 30-day window from your first acceptance to opt out of arbitration by emailing support@blugency.co. Opting out costs nothing and does not affect anything else you have bought. Where a court is the right forum, that is the state courts located in Bernalillo County, New Mexico, or the United States District Court for the District of New Mexico. Please read that part of the Terms of Service before you buy, because it changes how you can bring a claim.

If you are a consumer in North Carolina, nothing in these Purchasing Terms requires you to resolve a dispute with us outside North Carolina, nothing here disclaims a warranty you have under North Carolina law, and nothing here caps or limits the damages you may recover to the extent North Carolina law does not allow that limit.

Nothing in these Purchasing Terms takes away a right you have under the law of your own state or country that cannot be given up by agreement. Where a term here conflicts with such a right, that right wins, and the rest of this document still applies.

15. Changes to these Purchasing Terms

We may update this page. When we do, we change the version number and the date at the top, and we keep earlier versions available on request.

A change applies to Orders you place after it takes effect. It does not change an Order we have already accepted. For a Recurring Service, a change that affects your price, your billing frequency or how you cancel takes effect at your next Renewal Term, and we will tell you in advance in the way section 7.3 describes. If you do not want to accept a change, cancel before it takes effect and you will not be charged under the new terms.

Contact

Questions about billing, cancellation and refunds, and notices under this document:

Email: support@blugency.co

Post: Blugency LLC, 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States

Notices you send us under these Purchasing Terms are effective when we receive them, and notices we send you go to the email address on your account. For a privacy request, including access, correction or deletion, follow the process in our Privacy Policy, which tells you what to include and how long we take to respond.