Effective Date: January 1, 2025
© 2025 Spirer Technology Solutions LLC ("Spirer Tech," "we," "us," "our")
All rights reserved.
These Terms & Conditions ("Terms") govern your engagement of Spirer Tech to provide professional services, including but not limited to technical consulting, systems integration, systems implementation, and related support ("Services"). By engaging us, you ("Client," "you," "your") agree to these Terms. If you do not agree to these Terms, you should not engage our Services.
2.1 We will provide Services as described in a separate proposal, statement of work (SOW), service agreement, or engagement letter ("Engagement Document"), which will specify scope, fees, deliverables, schedule, and other relevant details.
2.2 Any changes to the Services, scope, deliverables, or schedule must be agreed in writing by both parties and may require adjustment of fees or timeline.
2.3 We will perform the Services as an independent contractor. Nothing in these Terms or any Engagement Document will establish or imply an employment, partnership, joint-venture, or agency relationship between you and Spirer Tech. You understand that Spirer Tech retains discretion as to the manner and means of providing the Services. (See also Section 9.)
3.1 Fees for Services will be as set forth in the applicable Engagement Document. Unless otherwise specified, payment is due within 30 days of invoice. Late payment may incur interest at 1.5% per month or the maximum allowed by law, whichever is less.
3.2 If you fail to make timely payment, we may suspend further Services until payment is made.
3.3 You will reimburse us for all reasonable out-of-pocket expenses incurred in connection with the Services (such as travel, lodging, supplies, if applicable), provided that we notified you in advance or such expenses are otherwise agreed.
3.4 Unless otherwise agreed in writing, fees and expenses are exclusive of sales, use, value-added, or other taxes; you will be responsible for any applicable taxes (other than taxes on our net income).
3.5 Invoices not disputed in good faith within ten (10) days of receipt shall be deemed accepted.
4.1 These Terms apply for the duration of each Engagement Document entered into under them.
4.2 Either party may terminate an Engagement Document for cause if the other party materially breaches the terms and, if curable, fails to remedy that breach within 30 days of written notice. In addition, either party may terminate the Engagement Document for convenience upon 30 days' written notice (or such other period as the Engagement Document may specify).
4.3 Upon termination, you will pay for all Services rendered and expenses incurred up to the termination date. Any work-in-progress may be invoiced pro rata.
4.4 Sections which by their nature survive termination (e.g., confidentiality, indemnification, limitation of liability, fees owed) will so survive.
You will provide access to information, personnel, systems, and facilities as reasonably required for us to perform the Services. You will cooperate with our reasonable requests. If you fail to provide required cooperation or resources, we will not be liable for delays, additional costs, or inability to perform the Services.
6.1 Unless otherwise agreed in the Engagement Document, we grant you a non-exclusive, non-transferable, and non-sublicensable license to use the deliverables provided in connection with the Services for your internal business purposes only.
6.2 We retain all rights, title, and interest in our pre-existing materials, methodologies, tools, templates, know-how, and intellectual property that we bring to the engagement.
6.3 If any deliverables are to be "works made for hire" or ownership is to be assigned, the Engagement Document must clearly set that forth.
6.4 You agree we may use non-identifiable versions of the deliverables (e.g., sanitized, anonymized case studies) for our promotional or portfolio purposes, unless you object in writing.
7.1 Each party agrees to keep confidential and not disclose the other party's non-public, proprietary, or confidential information ("Confidential Information") except as required to perform the Services or as required by law.
7.2 Confidential Information does not include information that:
7.3 Upon termination of an Engagement Document or upon request, the receiving party will return or destroy (at the disclosing party's election) all Confidential Information of the disclosing party.
8.1 Except to the extent prohibited by law, in no event will Spirer Tech's aggregate liability under any Engagement Document or these Terms for any claim (whether in contract, tort, warranty, or otherwise) exceed the total fees paid by you to Spirer Tech under that Engagement Document.
8.2 In no event will Spirer Tech be liable for (i) loss of profits, (ii) loss of use, (iii) loss of data, (iv) business interruption, or (v) special, incidental, indirect, or consequential damages, even if advised of the possibility of such damages.
8.3 Nothing in these Terms limits either party's liability for (i) intentional misconduct or gross negligence, or (ii) death or personal injury to the extent such liability cannot be excluded or limited by law.
8.4 You acknowledge that all recommendations, integrations, or technical configurations are provided on a best-effort, advisory basis and that implementation or operational results may vary based on third-party systems and client data.
You acknowledge and agree that in providing the Services, Spirer Tech is acting as an independent contractor. Nothing in these Terms or in any Engagement Document creates a partnership, joint-venture, employer/employee, or agency relationship between you and Spirer Tech. You further acknowledge that you will not withhold or pay any payroll taxes on behalf of Spirer Tech, and Spirer Tech maintains the responsibility to pay its own taxes, insurance, and benefits.
10.1 These Terms (together with any applicable Engagement Document) constitute the entire agreement between you and Spirer Tech regarding the Services and supersede any prior agreements or understandings, whether written or oral.
10.2 We may amend these Terms at any time by posting the amended version on our website (and indicating an "Effective Date") or by providing written notice. Your continued engagement of Services after amendment indicates your acceptance of the amended Terms.
10.3 If any provision of these Terms is held invalid or unenforceable under applicable law, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
11.1 These Terms and any Engagement Document shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to conflicts of law rules).
11.2 Any dispute, controversy, or claim arising out of or relating to these Terms, your engagement of the Services, or any Engagement Document shall be resolved by negotiation between the parties. If the parties cannot agree within thirty (30) days, the dispute may be submitted to non-binding mediation in Collin County, Texas, or another mutually agreed venue.
11.3 The parties may seek injunctive or equitable relief to preserve their rights pending resolution of any dispute.
Neither party will be liable for any delay or failure to perform its obligations hereunder (except payment obligations) if such delay or failure is due to acts of God, war, terrorism, riot, civil commotion, fire, flood, pandemic, governmental act, supply chain disruption, internet outage, or other cause beyond its reasonable control.
The failure of either party to enforce any right or remedy under these Terms will not constitute a waiver of future enforcement of that or any other right or remedy.
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of that provision will not affect the remaining provisions, which will remain in full force and effect.
All notices required or permitted under these Terms shall be in writing and delivered to the parties at the addresses specified in the applicable Engagement Document (or, if none is specified, to our principal place of business and to your principal address). Notices may be delivered in person, by certified mail (return receipt requested), by overnight courier, or by email (provided receipt is confirmed) and will be effective upon receipt.
You may not assign or transfer any Engagement Document or these Terms (or any rights or obligations thereunder) without our prior written consent. We may assign our rights and obligations hereunder to a successor or affiliate.
These Terms are for the benefit of the parties to these Terms and Engagement Documents and their respective permitted successors and assigns. Nothing herein, express or implied, is intended to confer on any third person any rights or remedies under these Terms.
If you have any questions about these Terms, please contact us at:
Spirer Technology Solutions LLC
Email: tal@spirertech.com
Address: Frisco, Texas 75035 USA
Thank you for choosing Spirer Tech. We look forward to working with you.