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Terms and Conditions

SUPPORT ARRANGEMENTS – STANDARD TERMS AND CONDITIONS

Please Read These Terms and Conditions Carefully.
These terms and conditions are being incorporated into an arrangement between HARA PARTNERS INC, d/b/a Epis Technology, a Texas corporation (“Company”), and Client, and will, except as otherwise agreed in writing by the parties, bind the parties and govern their arrangement. Client’s acceptance of terms which incorporate these provisions by reference constitutes acceptance of these terms and conditions.

1. Term and Termination

a. Term. These terms and conditions (the “Stancons”) are effective from the date set forth in the emails, Statement of Work, or other correspondence establishing the support arrangement between Company and Client (together with these Stancons, the “Agreement”), and continue until the Agreement is terminated in accordance with this Section 1 (the “Term”). Certain provisions of these Stancons will survive termination as expressly provided herein. These Stancons apply to all Services ordered by Client other than web hosting and other licensed software services.

b. Termination. Either party may terminate the Agreement at any time by giving written notice to the other party. Termination will be effective at the close of business on the tenth (10th) business day after the notice is given (the “Termination Date”), unless a different effective date is stated in the notice or agreed in writing.

Company may terminate the Agreement immediately upon written notice if:

  1. Client fails to pay any fees when due; or
  2. Client fails to cooperate with Company or otherwise hinders or obstructs Company’s performance of the Services.

Termination by Client after work has commenced does not relieve Client of its obligation to pay for all Services performed and any approved milestones or deliverables completed up to the Termination Date.

2. Company’s and Client’s Responsibilities

a. Scope of Work.
Client hereby retains the services of Company to provide information technology consulting and related professional services (the “Services”), as described in the applicable Statement of Work (“SOW”) or other written agreement between the parties. Such Services may include, without limitation, system design, configuration, migration, implementation, scripting, testing, documentation, technical support, and related advisory services. Company shall use commercially reasonable efforts to perform the Services in a timely and professional manner consistent with industry standards. Company may, at its discretion, accept or decline any specific request for Services.

b. Client’s Responsibilities.
Client shall provide Company with timely access to all personnel, systems, data, credentials, documentation, test devices, facilities, and other resources reasonably necessary for Company to perform the Services. Client shall ensure that such access is secure, accurate, and sufficient for the intended purpose. Client shall perform any tasks or responsibilities assigned to it under the Agreement and shall cooperate fully with Company to enable completion of the Services.

If Company’s performance of the Services is delayed, hindered, or rendered impractical, in whole or in part, by Client’s failure to meet these obligations or to provide such access, cooperation, or materials, then:

  1. all associated timelines, milestones, and deadlines shall be automatically extended as reasonably necessary; and
  2. Company shall not be deemed in breach of the Agreement as a result of such delay or failure.

Client shall be responsible, at its own expense, for implementing any system or infrastructure changes that may be required to support or maintain the results of the Services. Unless otherwise agreed in writing, Client remains responsible for maintaining system backups, network connectivity, and security controls. Client warrants that any data, information, or credentials provided to Company are accurate and complete to the best of its knowledge.

3. Services

Company will perform the Services using commercially reasonable care, skill, and diligence consistent with generally accepted industry practices for information technology consulting. The Services may include, without limitation, assessment, planning, configuration, deployment, data migration, scripting, systems administration, user management, or ongoing support.

Deliverables may include documentation, scripts, configuration files, test results, or other materials developed during the engagement. Upon final payment, Client shall receive a perpetual, royalty-free, non-exclusive license to use such Deliverables for its internal business purposes. Company retains ownership of its pre-existing tools, templates, processes, and proprietary methodologies, but grants Client the right to use any Deliverables created specifically for Client as part of the Services. Deliverables do not include Company’s proprietary tools, templates, or third-party software, except as expressly licensed to Client for its internal use.

Company shall have the right to include Client’s name and general description of the project in its client portfolio, proposals, or marketing materials, provided no confidential information is disclosed.

4. Third-Party Providers

In order to complete certain tasks set forth in this Agreement, Company may be required to interface, integrate with, utilize, communicate with, or connect to interfaces, APIs, hardware, software, or third-party platforms (the “Third-Party Systems”) provided by Third-Party Providers. In the event that during the Term, Company successfully completes such task, but the Third-Party Provider thereafter makes changes to the Third-Party Systems such that the task no longer operates properly, Company may make updates or changes in order to accommodate the Third-Party Systems. In such case, Company shall advise Client that additional fees may apply. If any factor, occurrence, event or change arises that affects the operation of tasks completed with Third-Party Providers, Company and Client may discuss whether and how such conditions should be addressed and what, if any, fees Company may charge for such services.

5. System Environment Variations

Due to differences among operating systems, devices, and network environments, performance and functionality may vary. Company will use reasonable efforts to ensure compatibility with the Client’s stated environment but cannot guarantee identical results across all configurations.

6. Fees and Payment

Fees and payment terms will be as defined in the applicable Statement of Work or Proposal. Unless otherwise agreed, all invoices are due net fifteen (15) days from the invoice date. Services performed outside standard business hours or requiring expedited delivery may be billed at an adjusted rate.

In the event Client fails to pay any undisputed amounts within fifteen (15) days after written notice, Company may suspend Services until payment is received.

7. Indemnification

a. Company Indemnity. Company shall indemnify, defend, and hold Client harmless from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of a claim that the Deliverables created by Company specifically for Client infringe any patent, copyright, trademark, or trade secret of a third party.

This indemnity does not apply to the extent the claim arises from:

  1. Client Content or any materials provided by Client;
  2. Third-party products, software, hardware, or services;
  3. Modifications to the Deliverables made by anyone other than Company;
  4. Client’s failure to implement recommended changes, maintain backups, or follow Company’s reasonable instructions; or
  5. Use of the Deliverables in combination with other systems or in a manner not contemplated by the Agreement.

Company’s total liability under this Section 7(a) shall not exceed the fees actually paid by Client to Company under the applicable Statement of Work for the specific Services giving rise to the claim.

To receive the benefit of this indemnity, Client must: (i) give Company prompt written notice of the claim; (ii) allow Company to control the defense and settlement; and (iii) provide reasonable cooperation at Company’s expense.

b. Client Indemnity. Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  1. Client Content or any materials, data, or credentials provided by Client;
  2. Any claim that Company’s use of Client Content infringes the intellectual property or other rights of a third party; or
  3. Client’s breach of its representations, warranties, or obligations under the Agreement.

To receive the benefit of this indemnity, Company must: (i) give Client prompt written notice of the claim; (ii) allow Client to control the defense and settlement; and (iii) provide reasonable cooperation at Client’s expense.

8. Representations and Warranties; Disclaimer; Limitation of Liability

a. Company Representations. Company represents and warrants to Client that it is under no obligation or restriction that would interfere with or conflict with its performance of the Services under the Agreement. Company may work on similar projects for other clients, provided those projects do not interfere with or conflict with its obligations to Client.

b. Disclaimer of Warranties. Except as expressly set forth in these Stancons, Company provides the Services and any Deliverables “AS IS” and without any warranty of any kind.

Company specifically does not warrant that:

  1. The functions contained in any systems, solutions, or Deliverables will meet Client’s requirements;
  2. The operation of any systems, solutions, or Deliverables will be uninterrupted or error-free; or
  3. The Services will satisfy Client’s requirements in all respects.

The entire risk as to the quality and performance of the systems, solutions, and Deliverables is with Client.

Company disclaims all other warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising from course of dealing or course of performance.

Company makes no warranty of any kind with regard to any third-party products, third-party content, software, equipment, or hardware.

c. Limitation of Liability. In no event will either party be liable to the other for any indirect, incidental, special, exemplary, or consequential damages (including lost profits, loss of data, or business interruption), whether based on breach of warranty, contract, negligence, strict liability, or otherwise, even if advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

Each party’s total cumulative liability under the Agreement shall not exceed the total fees actually paid by Client to Company under the applicable Statement of Work for the specific Services giving rise to the claim.

d. Client Representations. Client represents and warrants to Company that:

  1. Any text, graphics, photos, designs, trademarks, data, credentials, or other materials furnished to Company are owned by Client or that Client has all necessary rights and permissions to use them, and Client will defend and hold Company harmless from any claim arising from the use of such materials.
  2. Client is solely responsible for complying with all laws, taxes, and tariffs applicable to its business and use of the Services or Deliverables, and will hold Company harmless from any related claims or liabilities.

9. Confidentiality

a. Definition. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, know-how, business methods, technical data, credentials, system architecture, code, documentation, financial information, and the terms of the Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party’s possession before disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or court order (in which case the Receiving Party will give the Disclosing Party prompt notice to the extent legally permitted).

b. Obligations. The Receiving Party shall:

  1. Hold the Disclosing Party’s Confidential Information in strict confidence;
  2. Not disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section; and
  3. Use the Confidential Information solely for the purpose of performing its obligations under the Agreement.

c. Survival. The obligations under this Section 9 shall survive the termination or expiration of the Agreement for a period of five (5) years; provided, however, that with respect to any trade secrets, the obligations shall continue for so long as the information remains a trade secret under applicable law.

10. Force Majeure

Neither party will be liable for, or will be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to the obligation to pay money, which shall not be affected by this Section 10) as a result of war, insurrection, earthquake or other natural disaster, labor strike, or any similar causes or conditions beyond such party’s reasonable control that the party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the adverse consequences of the event.

11. Relationship of Parties

a. Independent Contractor. Company, in rendering performance under the Agreement, will be and be deemed for all purposes an independent contractor, and nothing contained herein will constitute the Agreement to be an employment arrangement, a joint venture, or a partnership. Company will be solely responsible for and shall hold Client harmless from, against and in respect of any and all claims for taxes, fees, or costs, including but not limited to withholding tax, income tax, FICA, and workers’ compensation premiums and contributions.

b. No Agency. Neither party hereto is or will be deemed to be the agent of the other party in any respect, any other provisions of the Agreement to the contrary notwithstanding.

12. Notice and Payment

a. Any notice required or permitted to be given under this Agreement will be in writing and may be delivered personally or by a recognized courier service to the designated party or mailed by certified, registered or express mail, return receipt requested, as follows:
If to Company: To the address listed on Company’s then current website.
If to Client: To the most recent contact information maintained by Company in its records.

b. Either party may change the address to which notice is to be sent to it, by written notice to the other party as provided herein.

13. Jurisdiction and Disputes

This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Texas, without reference to principles of conflicts of law. All disputes under the Agreement will be resolved by litigation in the state or federal courts located in Harris County, Texas. Each of the parties consents to the jurisdiction of such courts, consents to accept service of process by mail, and hereby waives any jurisdictional or venue defenses otherwise available to it.

14. Agreement Binding on Successors

The provisions of the Agreement will be binding upon and inure to the benefit of each of the parties hereto, and their respective heirs, administrators, successors and assigns.

15. Assignability

Client may not assign the Agreement or its rights or obligations hereunder to any third party without the prior written consent of Company. Company reserves the right to assign subcontractors as needed to this project, to increase the likelihood of on-time completion.

16. Waiver

No waiver by either party of any default shall be deemed a waiver of any prior, contemporaneous or subsequent default of the same or any other provision of the Agreement.

17. Severability

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

18. Integration

The Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, revokes and supersedes any and all prior agreements between the parties, and is intended as a final expression of their agreement. The Agreement will not be modified or amended except in writing signed by the parties hereto, and specifically referring to the Agreement. In the event of any conflict between these Stancons and any Statement of Work, the terms of the Statement of Work shall govern.

19. No Inference Against Author

No provision of the Agreement will be interpreted against any party because such party or its legal representative drafted such provision.

20. Collection Costs

In the event that Company expends any effort or expense in an attempt to enforce or collect payment of any fees or other amounts due Company hereunder, Client will bear and pay all reasonable costs and fees incurred by Company in connection with the investigation and collection thereof, including but not limited to reasonable fees and expenses of counsel.

21. Interest on Overdue Amounts

Any amounts which become due to Company under this Agreement and which remain unpaid for fifteen (15) days after the date upon which they become due will bear interest at the rate of 1.5% per month (18% annually), compounded monthly, or, if lower, the highest rate permitted by applicable law.

22. No Consent to Extend Additional Credit

This provision does not constitute a consent or agreement on the part of Company to extend or postpone the time of any payment beyond the scheduled date for payment hereunder.

23. Read and Understood

Each Party acknowledges that it has read and understands the Agreement, including but not limited to the Stancons, and will be bound by its terms and subject to its conditions.

24. Duly Authorized Representative

Each party represents and warrants to each other party that its representative who purports to act as the representative, agent or officer of such party, is duly authorized by all necessary and appropriate corporate actions to execute the Agreement.

Please also review the Refund and Returns Policy.