1. Acceptance of Terms
By engaging the services of TECHQUASAR INNOVATION LLC ("the Company"), the client ("the Client") agrees to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services. These terms constitute a legally binding agreement between the Company and the Client.
2. Description of Services
The Company offers the following services:
- Software Development: Custom web and mobile application development, API creation and integration, and cloud-native solution development.
- Technology Consulting: Strategic technology guidance, digital transformation planning, tech stack assessment, and process optimization recommendations.
- Systems Architecture: Design of scalable cloud infrastructure, security hardening, compliance implementation, and performance optimization planning.
The specific scope of services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) or Service Agreement signed by both parties.
3. Client Obligations
The Client agrees to:
- Provide timely access to necessary information, materials, and resources required for project completion.
- Respond to communications and provide feedback within reasonable timeframes.
- Designate a primary point of contact for project-related communications.
- Review and approve deliverables according to agreed-upon schedules.
- Maintain confidentiality of any proprietary information shared by the Company.
4. Payment Terms
- Payment schedules will be specified in the individual Service Agreement.
- Unless otherwise agreed, invoices are due within thirty (30) days of receipt.
- Late payments may incur a fee of 1.5% per month on overdue balances.
- The Company reserves the right to suspend services for non-payment after written notice.
- All fees are quoted in USD unless otherwise specified in writing.
5. Intellectual Property Rights
- Upon full payment, the Client shall own all rights, title, and interest in the deliverables specifically created for and delivered to the Client.
- The Company retains ownership of all pre-existing intellectual property, tools, methodologies, and general know-how.
- The Company may use general knowledge and skills gained through the engagement for other projects, provided no confidential information is disclosed.
- Open-source components used in deliverables will be identified and their respective licenses respected.
6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. Confidential information includes, but is not limited to, business plans, technical specifications, source code, trade secrets, and financial information. This obligation survives the termination of this agreement for a period of three (3) years.
7. Warranties and Disclaimers
- The Company warrants that services will be performed in a professional manner consistent with industry standards.
- The Company shall use reasonable efforts to meet agreed-upon deadlines but does not guarantee specific completion dates.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- The Client acknowledges that software development involves inherent risks and the Company cannot guarantee error-free operation under all circumstances.
8. Limitation of Liability
- The Company's total liability under this agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.
- IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.
- The limitations set forth in this section shall apply regardless of whether the claim arises from contract, tort, negligence, or any other legal theory.
9. Termination
- Either party may terminate this agreement with thirty (30) days written notice.
- The Company may terminate immediately if the Client breaches these terms and fails to cure within ten (10) days of written notice.
- Upon termination, the Client shall pay for all services rendered up to the termination date.
- Both parties shall return or destroy all confidential information of the other party upon termination.
10. Independent Contractor
The Company is an independent contractor, not an employee, partner, or joint venturer of the Client. Nothing in this agreement shall be construed to create an employment relationship, partnership, or joint venture between the parties. The Company is solely responsible for all taxes, withholdings, and other statutory obligations related to its business operations.
11. Force Majeure
The Company shall not be liable for any failure or delay in performing obligations under this agreement if such failure or delay results from circumstances beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
12. Governing Law and Dispute Resolution
- This agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America.
- Any disputes arising from this agreement shall first be addressed through good-faith negotiation between the parties.
- If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
- The arbitration shall take place in Albuquerque, New Mexico, and the arbitrator's decision shall be final and binding.
13. Entire Agreement
These Terms and Conditions, together with any applicable Statement of Work or Service Agreement, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of these terms shall be valid unless in writing and signed by both parties.
14. Contact Information
For questions regarding these Terms and Conditions or to initiate a service engagement, please contact: