Standard Terms & Conditions for Automation and Technology Services

1. Scope of Services

Provider offers software automation, business process automation, automation application development, technology consulting, custom integrations, support, and related technology services. The specific details, deliverables, and scope for each project, engagement, or subscription will be set forth in an applicable SOW, order form, proposal, or quote.

2. Fees, Payment, Taxes

Fees and any payment schedule for the Services will be specified in the applicable SOW, quote, or order form.

Unless otherwise stated, invoices are due within thirty (30) days of the invoice date.

For engagements with a term exceeding twelve (12) months, Provider may adjust fees upon thirty (30) days’ written notice, effective at the next renewal period.

Fees exclude all applicable taxes and duties, which are the responsibility of the Client.

Late payments may incur interest at 1.5% per month (or the maximum allowed by law).

Provider reserves the right to suspend Services in the event of undisputed, overdue balances following notice.

3. Term and Termination

3.1 Term.

Term length and renewal/termination rights for any Service will be set out in the applicable SOW or service agreement.

3.2 Termination for Cause.

Either party may terminate a service or engagement for material breach, subject to thirty (30) days’ written notice and opportunity to cure.

3.3 Termination for Convenience.

Either party may terminate any engagement for convenience upon thirty (30) days’ written notice.

3.4 Effect of Termination.

Upon termination for any reason:

(a) Client will promptly pay for all Services rendered and any authorized expenses incurred up to the effective date of termination.

(b) Provider will provide, upon request and payment in full, all completed Work Product as specified in the relevant SOW or service description.

(c) Provider will cooperate in reasonable transition activities, including handover of credentials, access, documentation, and data export, for a period of thirty (30) days following the effective date of termination.

3.5 Survival.

Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 9 (Indemnification), 11 (Data Security and Privacy), and 16 (Governing Law; Dispute Resolution) shall survive any expiration or termination of these Terms.

4. Intellectual Property

4.1 Work Product Ownership.

Unless otherwise specified in the applicable SOW, all custom-developed deliverables (automation scripts, applications, documentation, software source code, etc.) created by Provider exclusively for Client in the course of an engagement shall be deemed “Work Product” and shall, upon full payment, be assigned to Client.

4.2 Background Technology.

Provider’s pre-existing software, frameworks, modules, tools, and intellectual property (“Background Technology”) remain the exclusive property of Provider. Client receives a perpetual, non-exclusive, royalty-free license to use such Background Technology as incorporated in the Work Product, for its own business purposes, including the right for Client to engage third parties to operate, maintain, or modify the Work Product on Client’s behalf.

4.3 Portability and Handover.

Upon full payment and termination or expiration of the applicable engagement, Provider will deliver to Client all source code, documentation, credentials, and configuration details necessary for Client to independently operate, maintain, and modify the Work Product.

4.4 Provider Reuse Rights.

Provider reserves all rights to reuse general templates, frameworks, and modules and to provide similar services to other clients. For the avoidance of doubt, Provider’s reuse rights do not extend to Client’s confidential information or data.

4.5 Third-Party Components.

Provider will identify any material open-source components or third-party software incorporated into the Work Product and provide applicable license terms.

4.6 IP Warranty.

Provider represents and warrants that, to the best of its knowledge, the Work Product delivered hereunder does not infringe upon any third-party intellectual property rights.

5. Confidentiality

5.1 Obligations.

Each party will treat all proprietary or non-public information provided by the other as confidential (“Confidential Information”), using at least the same degree of care as for its own confidential information and no less than reasonable care.

5.2 Permitted Disclosures.

Each party may disclose the other’s Confidential Information to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

5.3 Exclusions.

Information already public, independently developed, received without breach, or required by law to be disclosed, is not considered Confidential Information. The disclosing party shall, where legally permitted, provide reasonable advance notice of any compelled disclosure.

5.4 Return or Destruction.

Upon termination of the applicable engagement or upon written request, each party shall promptly return or destroy the other party’s Confidential Information and, upon request, certify such return or destruction in writing.

5.5 Duration.

Confidentiality obligations survive for three (3) years after the conclusion of the applicable engagement.

6. Warranties and Disclaimers

6.1 Services Warranty.

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

6.2 Deliverables Warranty.

Provider warrants that deliverables will substantially conform to the specifications set forth in the applicable SOW for a period of thirty (30) days following delivery.

6.3 Remedy.

If Services or deliverables fail to conform to the foregoing warranties, Client’s sole and exclusive remedy shall be for Provider to re-perform the non-conforming Services or correct the non-conforming deliverable at no additional cost, provided Client notifies Provider in writing within thirty (30) days of delivery or discovery of the non-conformance.

6.4 Disclaimer.

All Services, applications, scripts, tools, and deliverables are otherwise provided “as is.” Provider disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, results, or non-infringement.

6.5 No Outcome Guarantee.

Provider does not guarantee any particular business outcome, cost savings, or legal/regulatory compliance from the use of its automation or technology solutions unless explicitly stated in writing.

7. Limitation of Liability

7.1 Consequential Damages Waiver.

To the fullest extent allowed by law, neither Provider nor Client will be liable to the other for any special, indirect, incidental, consequential, punitive, or exemplary damages (including lost profits) arising out of or connected to any engagement, even if advised of such possibility.

7.2 Liability Cap.

In no event shall either party’s total liability for any and all claims or damages exceed the fees paid to Provider by the Client for the twelve (12) months preceding the event giving rise to the claim.

7.3 Carveouts.

The limitations set forth in Sections 7.1 and 7.2 shall not apply to: (a) either party’s indemnification obligations under Section 9; (b) either party’s breach of Section 5 (Confidentiality) or Section 11 (Data Security and Privacy); (c) either party’s willful misconduct or gross negligence; or (d) Client’s obligation to pay fees due under these Terms. Liability for claims subject to this Section 7.3 shall not exceed three (3) times the fees paid to Provider by Client for the twelve (12) months preceding the event giving rise to the claim.

8. Third-Party Dependencies

Provider shall not be liable for damages, delays, or interruptions resulting from changes in or failures of third-party platforms, APIs, software, or systems integrated into solutions, or for any service limitations imposed by such third parties.

If such changes require significant redevelopment or retainer work, this shall constitute out-of-scope work and will be subject to separate agreements or additional fees.

9. Indemnification

9.1 Provider Indemnification.

Provider shall indemnify and hold Client harmless from and against any third-party claims alleging that the Work Product, as delivered by Provider, infringes any third-party intellectual property right, provided that Client: (a) promptly notifies Provider in writing of such claim; (b) grants Provider sole control of the defense and settlement of such claim; and (c) reasonably cooperates with Provider at Provider’s expense. Provider’s obligations under this Section 9.1 shall not apply to the extent a claim arises from: (i) Client’s modification of the Work Product; (ii) Client’s combination of the Work Product with materials not provided by Provider; or (iii) Client’s use of the Work Product in a manner not contemplated by the applicable SOW.

9.2 Client Indemnification.

Client shall indemnify and hold Provider harmless from and against any third-party claims, costs, or liabilities arising from Client’s improper use or unlawful application of any deliverable, Service, or automated solution.

9.3 Limitation.

The indemnifying party’s obligations under this Section shall not apply to the extent the claim arises from the indemnified party’s gross negligence or willful misconduct.

10. Support & Maintenance

Support, maintenance, and upgrade services (if any) will be provided as set forth in the applicable SOW or proposal.

Out-of-scope or major updates required due to external changes (e.g., API, software, or platform alterations) are billable separately.

11. Data Security and Privacy

11.1 Security Safeguards.

Provider will implement and maintain industry-standard administrative, technical, and physical safeguards to protect Client data, including encryption in transit and at rest, access controls, and regular security assessments.

11.2 Data Ownership.

Client retains all ownership rights in its data. Provider shall use Client data solely for the purpose of performing the Services.

11.3 Breach Notification.

In the event of a security incident involving confirmed unauthorized access to Client data, Provider will notify Client within seventy-two (72) hours of confirmed discovery and cooperate with any investigation in accordance with applicable law.

11.4 Sub-Processors.

Provider will identify third-party sub-processors used to process Client data and ensure such sub-processors maintain security standards no less protective than those required herein. Provider will notify Client of any material changes to its sub-processor list.

11.5 Data Return and Deletion.

Upon termination or expiration of an engagement, Provider will, at Client’s election, return or securely destroy Client data within thirty (30) days, and certify such destruction upon request.

11.6 Regulatory Compliance.

If applicable, the parties will execute a Data Processing Addendum to address any specific regulatory requirements (e.g., GDPR, CCPA). Provider will cooperate with Client’s reasonable requests related to privacy compliance.

12. Relationship of Parties

Provider and Client are independent contractors; nothing in these Terms or any engagement will be deemed to create a partnership, agency, or employment relationship.

13. Non-Solicitation

During any Service agreement and for twelve (12) months thereafter, neither party will directly solicit for employment or contract hire any employee or subcontractor of the other party involved in delivery of the Services, without prior written consent.

14. Subcontractors

Provider may engage subcontractors to perform portions of the Services, provided that Provider shall remain responsible for the performance of such subcontractors and their compliance with these Terms, including all confidentiality and data security obligations.

15. Assignment

Neither party may assign rights or obligations under these Terms without prior written consent of the other, except in connection with a merger or sale of substantially all assets.

16. Governing Law; Dispute Resolution

16.1 Governing Law.

These Terms will be governed by the laws of the State of Texas, without regard to its conflict of law principles.

16.2 Dispute Resolution.

Any disputes shall be resolved by good faith negotiation, and if unresolved within thirty (30) days, by mediation, and if still unresolved, by binding arbitration under the rules of the American Arbitration Association, seated in Denton County, Texas.

16.3 Injunctive Relief.

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.

16.4 Prevailing Party.

The prevailing party in any dispute shall be entitled to recover its reasonable attorney’s fees and costs.

17. Force Majeure

17.1 Excuse of Performance.

Neither Provider nor Client will be liable for delays or failures in performance due to circumstances beyond reasonable control, including natural disasters, war, acts of terrorism, pandemic or epidemic, system failures, cyberattack, or government action.

17.2 Notification.

The affected party shall promptly notify the other party in writing of the force majeure event and its expected duration, and shall use reasonable efforts to mitigate the impact of the event.

17.3 Extended Force Majeure.

If a force majeure event continues for more than ninety (90) days, either party may terminate the affected engagement upon written notice without further liability, except for payment obligations for Services already rendered.

18. Notices

All formal notices under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by nationally recognized overnight courier to the addresses specified in the applicable SOW or order form. Notices shall be deemed received: (a) upon confirmed delivery if sent by email; or (b) one (1) business day after deposit with a courier service.

19. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws and regulations in connection with its performance under these Terms.

20. Modifications; Entire Agreement

20.1 Modifications.

Provider may update these Terms & Conditions from time to time. Provider will use reasonable efforts to notify active Clients of material changes to these Terms at least thirty (30) days before they take effect. Changes will be effective as of the “Last Updated” date indicated above and shall apply to all engagements entered into after that date.

20.2 Order of Precedence.

In the event of a conflict between these Terms and an applicable SOW, the SOW shall control with respect to the specific engagement to which it applies.

20.3 Entire Agreement.

These Terms & Conditions, along with any signed SOW or order form, constitute the entire agreement between Provider and Client with respect to Services, superseding any prior agreements or representations.

20.4 Electronic Execution.

This Agreement and any SOW or order form may be executed electronically, and electronic signatures shall have the same force and effect as original signatures.