Updated on: April 15, 2024
General Services Terms and Conditions
Entire Agreement. The scope and terms associated with the Services along with these General Terms and Conditions are together one agreement between Syntara Consulting, LLC and Client, collectively referred to as the Statement of Work (“SOW”). The SOW, together with all attachments, schedules, addenda and exhibits, forms the entire agreement between the parties and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of the SOW. Any conflicting additional or different terms contained in any other agreement, invoice, or statement of work, as the case may be, are expressly rejected. In the event of a conflict between these General Terms and Conditions, and Special Terms, Conditions and Assumptions under the SOW, the Special Terms, Conditions and Assumptions of the SOW shall take precedence. Client and Syntara are also referred to as “Party” and collectively as the “Parties”.
Term. The SOW begins on the date last signed by the Authorized Representative of each party (the “Effective Date”).
INVOICING; PAYMENT.
a. Syntara shall submit invoices along with Client-approved timesheets to Client either on a semi-monthly basis, for Services rendered to the date thereof, or according to the Payment Schedule defined in each SOW.
b. Upon receipt of an invoice from Syntara , Client shall pay Syntara for those Services and materials furnished by Syntara as set out in the invoices. Client shall pay Syntara within 30 days from the date of the invoice the amount due thereon, or to notify Syntara in writing of a bona fide dispute asserted in good faith as to one or more of the invoice items. Disputes with respect to invoiced amounts shall be deemed waived if not raised in writing within such 30-day period.
c. All payments are due and payable in U.S. dollars at Syntara’s offices in Houston, Harris County, Texas or as Syntara may designate in the future.
d. Sales taxes for data processing Services may be applied to the invoices as required by the law.
e. Amounts not paid when due, will be subject to a late charge of 1.5% per month, or, if less, the highest rate permitted by law. Without limiting any other rights or remedies of Syntara, Syntara the right to suspend and/or stop any and all Services and SOWs during any period when Client’s account is more than 30 days past due.
f. Expenses. Unless otherwise agreed in the SOW, Client shall reimburse Syntara, at cost, for all reasonable and actual travel, lodging, meals, telephone, postage, courier, and other out of pocket expenses incurred by Syntara in connection with provision of the Services.
g. Client will be solely responsible and shall pay all applicable fees and expenses incurred as a result of OTHER services and products that the Client uses to transact business outside of the Services provided by Syntara. This includes but not limited to any fees and payment to domain and web hosting, web search engines for online marketing and advertising, 3rd party cloud and web services, 3rd party APIs, payment gateways (e.g. Visa, Paypal, etc.), banks and/or any credit card processing services for online transactions.
h. Syntara may adjust or increase its rates and service fees, throughout each calendar year as needed, to reflect prevailing market rates and charges for the skill set required for this Agreement.
3. CLIENT RESPONSIBILITIES. As a condition precedent to Syntara’s continuing obligations to perform the Services, Client shall, at Client’s expense:
a. if applicable, procure any consents or rights required from the owner or licensor of third-party software or systems for Syntara to provide the Services.
b. maintain Client equipment, peripherals, systems, and software in accordance with their applicable specifications.
c. provide sufficient, qualified personnel who are capable of performing Client’s duties, tasks, and obligations under this Agreement and any SOW in a competent and workmanlike manner.
d. provide all cooperation and information reasonably requested by Syntara in connection with performance of the Services and afford Syntara access to Client’s computer systems and equipment necessary for the Services to be performed.
e. perform such other duties and tasks as may be reasonably required to permit Syntara to perform its duties, tasks, and obligations under any SOW.
f. Client acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this Agreement and any SOW may affect the timing and cost of Services to be provided by Syntara. Syntara shall not be liable for any deviations from any schedules or work-plans agreed to by the Parties under a SOW due to such failure(s) by Client, provided that Syntara has notified Client of such failure(s).
4. INDEPENDENT CONTRACTOR.
a. It is understood and agreed that Syntara shall provide Services under this Agreement as an independent contractor. The consultants, contractors, or employees provided by Syntara to Client to perform Services under this Agreement shall not be considered an employee of Client within the meaning or the application of any federal, state or local laws or regulations covering unemployment insurance, old age benefits, worker’s compensation, industrial accident, labor or taxes of any kind and shall not be entitled to benefits that may be offered from time to time to the Client’s employees, if any, including without limitation, vacation, holidays, sick leave, worker’s compensation and employment insurance.
b. Further, Client shall not be responsible for withholding or paying any taxes or social security on behalf of Syntara or consultants provided by Syntara. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
c. As an independent contractor, Syntara shall accept any directions issued by Client, through its authorized representatives, pertaining to the goals to be attained and the results to be achieved by Syntara , but shall be solely responsible for the manner in which it will perform the Services under this Agreement. Further, Syntara may use US-based or Offshore resources to perform the Services as it sees fit based on the scope of each SOW. Client must inform Syntara in writing of any restrictions or objections that Client may have in providing access to Client’s systems and data to Offshore teams.
5. COMPLIANCE WITH LAWS.
a. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any dispute and/or difference arising out of or pertaining to this Agreement shall first be resolved through negotiations involving senior management of the Parties.
b. If a dispute has not been resolved in accordance with Section 5.a, the dispute shall be settled by binding arbitration. The arbitration will be conducted in a mutually convenient place by a single arbitrator in accordance with the procedures in this Agreement and the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will have no authority to award any damages that are excluded by the terms and conditions of the Agreement or any related SOWs.
c. Client and Syntara each agree to comply with all laws, rules, and regulations applicable to this Agreement or the performance of work hereunder.
6. NON-SOLICITATION.
a. During the term of this Agreement and for two (2) years following its termination, Client agrees that, without the written permission of Syntara , not to directly or indirectly solicit or hire (in any capacity) any of Syntara’s employees or consultants who provide Services to Client under this Agreement. The above restriction shall not apply in the event a former employee of Syntara is solicited for an employment opportunity by Client.
b. Syntara incurs large tangible and intangible costs in recruiting, hiring, training, and retaining its internal resources, including employees, contractors, and subcontractors. In the event of a breach of the non-solicit provisions herein, Client shall immediately pay Syntara a finder’s fee in the amount of thirty-five percent (35%) of the total compensation (including, without limitation, wages, salary, bonuses and commissions) that Client expected to pay the employee over the next twelve (12) months of employment. Money damages shall not be limited to the foregoing and such shall not be construed as a liquidated damage clause; rather, it reflects the cost of replacing such employee on an immediate basis.
7. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Client nor Syntara shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, services, or necessary labor in the open market, or any other causes beyond the control of either party. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Neither Client nor Syntara shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
8. INTELLECTUAL PROPERTY.
a. Syntara hereby assigns to Client all rights, title and interest in and to all Work Product. For purposes of this Agreement, the term “Work Product” means all discoveries, ideas, theories, improvements, designs, original works of authorship, processes, algorithms, inventions, know-how, methodologies, software, techniques, specifications, models, manuals, instructions, test results, data and all other material, items and information of any kind that are conceived of, developed, made or reduced to practice by or on behalf of Client or any of its employees, subcontractors or other agents or representatives, and that: (i) arise out of the performance of the Services or preparation for the performance of the Services; or (ii) are developed from any Client Confidential Information (as defined in the Confidential Information Section hereof).
b. To the extent any Syntara’s technology is provided for Client to use as part of the Services, Syntara hereby grants to Client a non-exclusive, fully paid-up license (irrevocable upon payment in full) to use such technology for Client’s internal purposes.
c. Client acknowledges and agrees that the following properties and materials owned by or otherwise rightfully possessed by Syntara as of the Effective Date of this Agreement, or conceived of, developed, made or reduced to practice by Syntara other than in connection with the performance of any Services and not developed with the use or aid of any Client Confidential Information (as defined in Confidential Information Section hereof), and used by Syntara in the performance of the Services under this Agreement remain the exclusive property of Syntara and/or its licensors: (i) any technology or software supplied or licensed to Syntara by third parties; (ii) discoveries, ideas, theories, improvements, designs, original works of authorship, processes, algorithms, inventions, know-how, source code, methodologies, techniques and other information, and all intermediate and partial versions thereof; (iii) all trademarks, service marks, patents, copyrights, trade secrets, and other proprietary rights in or related to the Services or the Syntara’s technology. Client will not take any action that jeopardizes Syntara or its licensors’ proprietary rights or acquire any ownership or other right, title or interest in or to any of the Syntara’s technology by reason of this Agreement or otherwise.
d. Should any Work Product qualify for protection under United States patent, trademark or copyright law or similar laws in other relevant countries, and if Client wishes to apply for intellectual property protection in the United States or foreign countries, Syntara , at the request of Client and at Client’s expense, shall provide all reasonable assistance to obtain such protection, including execution of papers deemed necessary or advisable for the filing and prosecution of applications, and for providing confirmation of the legal title of Client to the patent, trademark, copyright or other intellectual property rights granted. Client shall bear all costs involved.
e. Client agrees to indemnify and hold Syntara harmless against all claims, including but not limited to claims of copyright or trademark infringement, data ownership, violations of the rights of privacy or publicity or defamation, in connection to or arising out of use of this Agreement.
f. Syntara agrees to indemnify and hold Client harmless against all claims, including but not limited to claims of copyright or trademark infringement, data ownership, violations of the rights of privacy or publicity or defamation, in connection to or arising out of use of this Agreement.
g. Syntara may use Client’s name/logo for demonstration purposes or documented case studies via Syntara’s website, landing pages, online portfolios and/or client list page.
9. CONTENT.
a. Client takes full responsibility for all content, images, and files suggested or supplied to Syntara for inclusion on the final product/deliverables delivered under this Agreement. Client is held legally liable for the supplied content and agrees to abide by all local, state, national, and international laws including, but not limited to, trademarks, patents and copyrights. Syntara shall not be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damages of any kind (including but not limited to loss of money or profit, property damages, bodily injury, or death) incurred as a result of the use of any content posted, emailed or otherwise transmitted via the final product/deliverables delivered under this Agreement.
b. Syntara and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any content that violates this Agreement, is inappropriate or is otherwise objectionable. In addition, Client acknowledges and agrees that Syntara may preserve content and may also disclose content to law authorities if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Syntara , its customers and the public.
10. INDEMNITY, WARRANTIES, LIMITATION OF LIABILITY
a. Syntara warrants that (i) its Services under this Agreement shall be of performed by qualified personnel and shall be of professional quality conforming to generally accepted industry standards and practices; (ii) it has the requisite power, authority and right to enter into this Agreement and to perform its obligations hereunder; (iii) there are no threatened or actual claims, suits, actions or conditions that would materially affect Syntara’s ability to perform its obligations hereunder. SYNTARA MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SERVICES OR THE DELIVERABLES STATED IN THIS AGREEMENT OR THE SOW. FURTHER, SYNTARA MAKES NO OTHER WARRANTIES WITH RESPECT TO EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF THE LAW OR COURSE OF PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SYNTARA MAKES NO WARRANTIES THAT THE SERVICES OR ANY DELIVERABLES PROVIDED VIA THE SERVICES ARE FREE FROM DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SYNTARA SHALL NOT BE RESPONSIBLE OR LIABLE FOR PROBLEMS WITH SOFTWARE OR SYSTEMS WHICH ARE CAUSED BY CLIENT’S COMPUTER EQUIPMENT, OPERATING SYSTEMS, OR SOFTWARE OR OTHER SYSTEMS, OR OTHER 3RD PARTY VENDORS THAT PROVIDE SERVICES TO CLIENT. SYNTARA HAS NOT REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY AND DOES NOT MAKE ANY SUCH REPRESENTATION OR WARRANTY.
b. Both Parties agree to protect, defend, indemnify and hold harmless the other Party, its affiliates and their officers, directors, agents, employees, harmless from any liability, action, claim, demand, cost, expense or damages (including attorney’s fees) incurred, imposed or asserted against the other Party as a result of any: (i) each Party or its consultants’ performance or non-performance of this Agreement; (iii) breach by each Party of this Agreement.
c. Client and Syntara each waive any right to special, indirect and consequential damages against the other party hereto. Neither party to this Agreement shall be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including but not limited to, any death or bodily injury, damage for loss of profits, revenue, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages.
d. To the extent permitted by applicable law, the liability of Syntara, arising under this Agreement is limited to direct damages proximately caused by Syntara up to the amount Client was required to pay for the Services giving rise to that liability. If Syntara provides free advice, service, or code that is not included in this Agreement, Syntara’s liability is limited to U.S. $1.
11. RECORD RETENTION. Syntara agrees to maintain its books and records reasonably relating to the work performed and invoices issued pursuant to this Agreement for a period of two (2) years following the end of the calendar year in which the work was performed, and during that time, to make such books and records available to Client and its auditors upon their request, during Syntara’s regular office hours, provided Client has provided Syntara with reasonable notice of its request to review said books and records.
12. TERMINATION OR SUSPENTION OF SERVICES.
a. Client may suspend the Services for up to 10 business days in the aggregate (the “Maximum Suspension Period”) for a given SOW by giving Syntara written notice specifying the effective date of suspension. Client may, at any time prior to the expiration of the Maximum Suspension Period, withdraw the suspension of the Services by giving Syntara written notice specifying the effective date of resumption of the Services (which must be prior to the expiration of the Maximum Suspension Period). If Client does not withdraw the suspension and resume the Services within the Maximum Suspension Period, such suspension shall automatically convert to a termination for convenience for the applicable SOW. In the event of such conversion, Client shall pay Syntara for all Services performed up to the effective date of suspension, plus a termination fee equal to twenty percent (20%) of the total SOW amount (the “Termination Fee”). The Termination Fee shall be become payable as a lump sum effective as of the expiration of the Maximum Suspension Period and shall be paid by Client in accordance with applicable payment terms set forth in the Agreement.
b. Each party may immediately and without prior written notice terminate any and all SOWs under this Agreement if the other party is (i) convicted of any crime or offense (ii) guilty of serious misconduct in connection with its performance hereunder, or (iii) materially breaches provisions of this Agreement (each a “Termination for Cause”).
c. Each party may, upon providing 30 days advanced written notice, terminate any SOWs under this Agreement for convenience. In case of termination for convenience (without cause) by Client, Syntara will be paid by Client the Termination Fee as defined in section 12.a above.
13. CANCELLATION OF AGREEMENT. This Agreement shall remain in effect until cancelled by either party hereto by giving the other party written notice. This Agreement shall not be terminated by the merger or consolidation of Syntara into or with any other entity. Any SOW under this Agreement that is still in progress and active at the time of cancellation of the Agreement will remain in effect, upon the mutual agreement of both parties, until either the work covered by the SOW is completed or the SOW is terminated according to the terms of section 12 above.
14. CONFIDENTIALITY.
a. Certain Definitions.
I. “Affiliate” means a director, employee, member, consultant, officer, advisor, shareholder, manager, contractor, licensee, licensor, affiliate, subsidiary, partner, owner, vendor, commonly controlled entity, or successor.
II. “Concept” means a system for businesses to capture and calculate expenses for a time period, and to calculate and present pricing options for products or services, on an initial or ongoing basis.
III. “Covered Information” includes non-public information, whether or not written, whether now existing or hereafter created: (i) concerning the Concept or its development, marketing, user experience, methods, algorithm, or features; (ii) concerning Discloser’s trade secrets, product ideas, research and development, strategy, plans, operations, or actual or potential clients or strategic partners; or (iii) that Discloser holds under an obligation of confidentiality.
b. Acknowledgments. Recipient of the Covered Information (“Recipient”) acknowledges that: (i) this Agreement does not assign, license, transfer, or grant to Recipient any right or ownership in any Covered Information; (ii) Covered Information and receipt thereof are valuable; (iii) the covenants herein are to induce Discloser of the Covered Information (“Discloser”) to disclose Covered Information and Discloser would not do so without them; (iv) the restrictions herein are reasonable; (v) breach of this Agreement will substantially and irreparably harm Discloser (including lost business opportunities), for which monetary awards may not fully compensate Discloser; and (vi) injunctive relief is reasonable and necessary for Recipient’s threatened or actual breach.
c. Confidentiality. Recipient shall: (i) not disclose (or allow its Affiliates to disclose) any Covered Information; (ii) not permit a third party to access any Covered Information through Recipient or its Affiliates; and (iii) safeguard all Covered Information. Recipient may use disclosed Covered Information only for its intended purposes, to provide feedback about the Concept, or as Discloser expressly permits; Recipient may not use any Covered Information otherwise. Upon request, Recipient shall return all Covered Information, and shall delete or destroy any unreturnable Covered Information (e.g., electronic copies) then verify to Discloser that it did so. If a covenant herein is breached, Recipient shall immediately notify Discloser and prevent further breach. Recipient may not (and may not allow its Affiliates to) adapt, incorporate, appropriate, plagiarize, modify, use as inspiration, improve, include, add, or use any Covered Information in any adaptations, transformations, improvements, methods, trade secrets, inventions, derivatives, plans, designs, code, programs, developments, or works.
d. Remedies; Waiver. If Recipient breaches this Agreement (or threatens to do so), Discloser may sue to enjoin such breach and to recover monetary damages, in addition to its other rights or remedies. Remedies herein, at law, and in equity are cumulative, and the exercise of a remedy will not preclude any other. If Discloser employs an attorney to enforce this Agreement, Recipient shall pay all attorney’s fees and expenses incurred in connection therewith. Discloser’s failure to promptly declare a default or take action does not waive such default or right to act. A waiver or consent does not apply to subsequent or similar situations.
e. Interpretation. TEXAS LAW GOVERNS THE ENFORCEMENT AND CONSTRUCTION OF THIS AGREEMENT. Unless expressly stated otherwise, “includes” (and its variants) and terms of specific enumeration are not limited by or to items that follow them. Headings and titles herein are for convenience only and do not modify the items so headed or titled. This Agreement may not be construed using any rule or presumption against its drafter. Pronouns herein include the masculine, feminine, and neuter. If a provision herein is unenforceable, invalid, or overly broad, it will be construed, modified, or severed as needed to become enforceable and valid to the maximum extent allowed by law.
Client understands that Syntara will be working with Client’s Confidential Information and will only release this information to individuals and parties with a need to know. This includes, but is not limited to, website and email addresses, userids and passwords, ftp, trade and banking information. Upon the completion of work, and if Client chooses not to retain Syntara for additional services, Client will change any and all passwords and credentials that Syntara has had access to including banking passwords and card numbers (if applicable), ftp/domain/hosting user id and password, company email password, social media pages’ passwords, and any other passwords Syntara has had access to. Client will indemnify and hold Syntara harmless for any breach of security that may occur with regard to this matter.
15. CHANGES IN THE SERVICES. Syntara or Client may request a change to any SOW, including modification of the Services or the deliverables, by submitting such request in writing to the other Party (“Change Order”). Any Change Order is deemed a SOW and will become effective only when executed by authorized representatives of both Parties. All Change Orders must be executed by both Parties prior to commencement of the Change Order. If Syntara’s fees or schedule will be impacted by such Change Order, Syntara will notify Client of such impact prior to execution of the Change Order.
16. TESTING & ACCEPTANCE. Syntara will make every good-faith effort to test all elements of the final deliverables delivered under this Agreement thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the final deliverables, Client shall either accept the final deliverables and make the final payment set forth herein or provide Syntara with written notice, within 7 days from the delivery of the final deliverables, of any corrections, based on the agreed upon work scope as stated in each SOW, to be made and a suggested date for completion, which needs to be mutually acceptable to both Syntara and the Client.
17. ACCESSIBILITY, USABILITY, CROSS-PLATFORM ISSUES. Syntara will do its best to make the applications and software as accessible, error-free, useable, and cross-platform as possible. Client understands that no website or application however can meet these standards 100% and no website will look and function identically on all browsers and operating systems. Client agrees to indemnify and hold Syntara harmless against all claims with regard to these matters.
18. THIRD PARTY LIMITATION.
a. Client acknowledges that, in providing the Services under this Agreement, Syntara may necessarily rely upon information, instructions and services from Client and/or its customers, their employees and agents, and other third parties providing computer and communications hardware, software and Internet services and instructions. Except as expressly provided elsewhere in this Agreement, Client fully assumes the risk associated with errors in such information, instructions and services, provided that Syntara has accurately transmitted data and/or complied with authorized instructions in performance of the Services.
b. Further, Client acknowledges that (i) Syntara is not responsible for any action or inaction of any third party that is not a subcontractor of Syntara hereunder, including, but not limited to, hardware or software vendors or Internet service providers; and (ii) any specification by service provider of any such third party does not constitute a representation or warranty with respect to the third party or its products or services. Accordingly, Syntara disclaims all liability related to such events.
19. NO WAIVER. No waiver by either party of any of the terms, provisions or conditions of this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of both parties.
20. ASSIGNMENT. Either party may, without consent, assign this Agreement to an affiliate or in connection with a merger or sale or transfer of all or substantially all of its assets related to this Agreement.
21. SEVERABILITY. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect.
22. LIENS. Client will not file or permit to be filed any lien with respect to the Services or deliverables produced and provided under this Agreement and hereby expressly waives any right to file or cause to be filed a lien against Syntara’s property.
