Terms of Service

1. Agreement Overview

These Terms of Service ("Terms") constitute a legal agreement between you ("Client," "you," or "your") and AxentraOne ("we," "us," or "our") regarding your use of our DevOps, Security, and Testing services. By engaging our services, you agree to these Terms.

2. Services Description

2.1 Core Services

AxentraOne provides the following professional services:

• DevOps & Automation: CI/CD implementation, infrastructure as code, automation pipelines
• Kubernetes & Cloud Operations: Container orchestration, cloud-native deployment, multi-cloud management
• Security & DevSecOps: Security integration, compliance frameworks, vulnerability management
• Penetration Testing: Security assessments, vulnerability testing, compliance audits
• Testing Services: Automated testing, performance testing, quality assurance

2.2 Service Delivery

Services are delivered according to mutually agreed statements of work (SOWs), which specify:

• Specific deliverables and timelines
• Performance criteria and acceptance standards
• Resource requirements and responsibilities
• Pricing and payment terms

3. Client Responsibilities

3.1 Cooperation and Access

You agree to:

• Provide timely access to necessary systems, data, and personnel
• Designate authorized representatives for decision-making
• Respond promptly to requests for information or approvals
• Maintain accurate and up-to-date contact information

3.2 Data and Systems

You are responsible for:

• Backing up all data before any work begins
• Ensuring you have proper licenses for software and systems
• Complying with applicable laws and regulations
• Maintaining security of your accounts and credentials

4. Payment Terms

4.1 Fees and Billing

• All fees are as specified in the applicable SOW
• Invoices are typically issued monthly or upon milestone completion
• Payment is due within 30 days of invoice date
• Late payments may incur interest charges of 1.5% per month

4.2 Expenses

Client is responsible for reimbursing pre-approved expenses including:

• Third-party software licenses and tools
• Cloud infrastructure costs
• Travel expenses (when applicable)
• Other project-specific expenses as agreed

5. Intellectual Property

5.1 Client IP

You retain ownership of:

• Your existing intellectual property and data
• Business processes and proprietary information
• Custom configurations specific to your environment

5.2 AxentraOne IP

We retain ownership of:

• Our methodologies, processes, and frameworks
• General knowledge and expertise
• Tools and templates we develop or bring to the engagement

5.3 Work Product

Deliverables created specifically for you under an SOW become your property upon full payment, excluding our underlying IP rights.

6. Confidentiality

6.1 Mutual Obligations

Both parties agree to:

• Protect confidential information disclosed during the engagement
• Use confidential information only for the purpose of the services
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon request

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was independently developed without use of confidential information
• Is required to be disclosed by law or court order

7. Data Security and Privacy

7.1 Security Measures

We implement industry-standard security measures including:

• Encryption of data in transit and at rest
• Multi-factor authentication and access controls
• Regular security assessments and updates
• Employee training on security best practices

7.2 Privacy Compliance

We comply with applicable privacy laws and our Privacy Policy governs the collection and use of personal information.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that our services will be performed:

• In a professional and workmanlike manner
• By qualified personnel with appropriate expertise
• In compliance with industry standards and best practices

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Liability Cap

Our total liability for any claims arising from or related to these Terms or the services shall not exceed the total amount paid by you for the specific services giving rise to the claim in the 12 months preceding the claim.

9.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Your negligent or wrongful acts
• Third-party claims related to your data or systems

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated by either party. Individual service engagements are governed by their respective SOWs.

11.2 Termination

Either party may terminate:

• For convenience with 30 days written notice
• For material breach if not cured within 15 days of notice
• Immediately for insolvency or bankruptcy

11.3 Effect of Termination

Upon termination:

• Payment obligations for services rendered remain
• Confidentiality obligations survive
• We will provide reasonable transition assistance

12. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including acts of God, government actions, pandemics, or other unforeseeable events.

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of [Jurisdiction], without regard to conflict of law principles.

13.2 Dispute Resolution

Disputes shall be resolved through:

1. Good faith negotiations between the parties
2. Mediation if negotiations fail
3. Binding arbitration as a last resort

14. General Provisions

14.1 Entire Agreement

These Terms, together with applicable SOWs, constitute the entire agreement between the parties and supersede all prior agreements.

14.2 Amendments

These Terms may only be modified in writing signed by both parties, except that we may update these Terms with 30 days notice for future engagements.

14.3 Severability

If any provision is found invalid or unenforceable, the remainder of these Terms shall remain in full force and effect.

14.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.