Terms of Service

1. Acceptance of These Terms

By accessing the website at tequenovations.mom, requesting a proposal, or engaging Tequenovations LLC to perform services, you agree to be bound by these Terms of Service. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation, and references to the client include that organisation.

If you do not accept these terms, you should not use the website or engage our services. Where a separate signed agreement, statement of work or master services agreement exists between the parties, that document prevails over these terms to the extent of any conflict. These terms fill the gaps and govern any service delivered without a more specific written instrument.

These terms apply to the exclusion of any terms proposed by the client, unless Tequenovations LLC agrees to those terms in a signed writing. A purchase order that merely references the client terms does not vary these terms.

2. Definitions

In these terms, the company means Tequenovations LLC, and the client means the person or organisation engaging the company. The services means the computer systems design, integration engineering, automation, modernization, data pipeline and maintenance work described in a proposal or statement of work. Deliverables means the documents, software configurations, diagrams, scripts, runbooks and other materials that the company produces for the client.

Confidential information means non public information disclosed by one party to the other in connection with the engagement, whether marked confidential or not, that a reasonable recipient would understand to be sensitive. Personal data means information relating to an identified or identifiable individual. Business day means a day other than a Saturday, Sunday or public holiday at the location where the work is performed.

Statement of work means a written document that describes the specific services, deliverables, timetable and fees for an engagement. A statement of work may be signed separately or issued as an exhibit to a master agreement.

3. Scope of Services

Tequenovations LLC provides professional engineering services in the fields of computer systems design, integration engineering, automation line design, legacy modernization, data pipeline architecture and monitoring and maintenance. The exact scope of any engagement is defined in the applicable statement of work. Work outside that scope is handled through the change control process described below.

The company performs its services with the reasonable skill and care expected of a professional engineering practice. Unless expressly stated in a statement of work, the company does not provide legal, tax, accounting, safety certification or regulatory approval services, and the client remains responsible for obtaining any statutory approvals its operation requires.

The company may decline or discontinue any work that it reasonably considers unlawful, unsafe, or beyond its competence. Where the company discontinues work for such a reason, it will explain the decision and refund fees paid for services not yet performed.

4. Proposals and Engagement

The company issues written proposals that describe the proposed services, assumptions, estimated effort, price and schedule. A proposal remains open for the period stated in it, or for thirty days if no period is stated. An engagement is formed when the client accepts a proposal in writing or when the parties sign a statement of work.

Estimates of effort and duration are given in good faith on the basis of information available at the time. They are not guarantees unless the statement of work expressly makes them so. The company will notify the client promptly if it becomes aware that an estimate is likely to be exceeded and will agree a remedy through change control.

Where the client requires the company to begin work before a statement of work is finalised, the company may do so on a letter of authorisation, and these terms apply to that early work as if a statement of work had been signed.

5. Client Duties and Cooperation

The client agrees to provide timely access to its personnel, systems, documentation and premises as reasonably required to perform the services. The client will nominate an authorised representative with authority to give instructions, approve deliverables and escalate issues. Delays caused by a failure to provide reasonable cooperation may affect the schedule and may increase cost.

The client is responsible for the accuracy of information it supplies and for ensuring that it has the right to grant access to any third party system involved in the engagement. The client will maintain adequate backups of its production data before the company performs any change, unless the statement of work assigns that duty to the company.

The client will comply with the acceptable use provisions of any third party platform used during the engagement and will obtain any licences or consents required for the company to access and modify systems on the client behalf.

6. Fees, Invoicing and Payment

Fees are stated in the applicable proposal or statement of work. They may be fixed for a defined deliverable, charged at an agreed day rate, or billed on a time and materials basis. Where fees are estimated, the estimate is not a cap unless the statement of work says so.

Unless the statement of work provides otherwise, the company invoices monthly in arrears for time and materials work and at defined milestones for fixed price work. Invoices are payable within thirty days of the invoice date. Amounts outstanding beyond the due date may attract a late charge calculated at one and a half percent per month or the maximum permitted by law, whichever is lower.

The company may suspend services if undisputed invoices remain unpaid for more than thirty days after a written reminder. The client will reimburse reasonable costs of collection for undisputed overdue amounts.

7. Taxes

All fees are exclusive of applicable sales, use, value added and similar taxes unless the statement of work says otherwise. The client is responsible for any such taxes arising from the engagement, other than taxes on the company net income, property and employment.

Where the company is legally required to collect a tax, it will add the amount to the invoice and remit it to the relevant authority. If the client is exempt, it will provide a valid exemption certificate before the invoice is issued.

If a withholding tax applies in the client jurisdiction, the client may withhold the required amount and will provide the company with documentation sufficient to claim a credit. The parties will cooperate to reduce or eliminate any double taxation.

8. Expenses and Travel

Reasonable, pre agreed expenses incurred in performing the services are reimbursable at cost. This may include travel, accommodation, subsistence, shipping and specialised tooling where such costs are necessary for the engagement. The company will seek approval before incurring any unusual expense.

Expenses are itemised on the relevant invoice with supporting documentation attached. Economy or standard class travel is used unless the client approves an upgrade in writing. Where an engagement requires onsite attendance, travel time may be chargeable at the rate stated in the statement of work.

Expenses that are not directly attributable to a client engagement are borne by the company and are not billed to the client.

9. Change Control

A change is any alteration to the agreed scope, deliverables, schedule or assumptions. Changes are managed through a written change order that records the requested alteration, its impact on cost and schedule, and the agreement of both parties. Work on a change begins only after the change order is approved.

The company may pause affected work while a change is under discussion so that effort is not spent on a path that may be abandoned. The parties will use reasonable efforts to resolve change requests quickly and without disrupting the wider programme.

Where the client directs the company to proceed with a change before a change order is signed, the company will record the instruction and bill the additional work at its standard rates.

10. Timelines and Scheduling

Delivery dates are commitments to use reasonable efforts to meet an agreed schedule. They depend on the client providing information, access and approvals on time. Where a client dependency slips, the schedule moves by a corresponding period unless the parties agree otherwise in writing.

The company will give advance notice of planned maintenance windows and will coordinate with the client to minimise disruption to live operations. Emergency work may be scheduled at short notice where the integrity or security of a system requires it.

Where a statement of work includes a firm delivery date, the company will say so expressly. Otherwise, dates are planning estimates and not contractual guarantees.

11. Acceptance and Testing

Deliverables are subject to the acceptance procedures stated in the statement of work. Where no procedure is stated, the client has ten business days after delivery to review a deliverable and to notify the company of any material non conformity with the agreed specification. If no notice is given within that period, the deliverable is deemed accepted.

Where the client reports a material non conformity, the company will correct it and resubmit the deliverable for review within a reasonable period. Acceptance testing is confined to the agreed specification; new requirements raised during testing are handled as changes.

Acceptance does not waive the warranty provisions of these terms, which continue to apply for the warranty period.

12. Intellectual Property

Unless the statement of work provides otherwise, the company retains ownership of its pre existing tools, methods, templates, libraries and know how, together with any general purpose improvements made during the engagement. The company grants the client a perpetual, non exclusive licence to use those elements to the extent they are embedded in the deliverables and necessary for the client to use them.

Upon full payment of the fees for an engagement, the company assigns to the client the intellectual property rights in the bespoke deliverables created specifically for that client, excluding the pre existing elements described above. The company retains a licence to use such deliverables for internal record keeping and professional reference, subject to the confidentiality provisions.

Nothing in these terms transfers ownership of the company name, logo or other brand assets.

13. Client Materials and Licences

The client grants the company a limited licence to use the client materials, systems and data solely for the purpose of performing the services. The client warrants that it holds the necessary rights and consents to grant that licence and that the materials do not infringe the rights of any third party.

The company will use client materials only as directed and will not extract, retain or reuse them for any other purpose. On request, the company will return or securely destroy client materials at the end of the engagement, subject to any legal retention obligation.

If a third party claims that the company use of client materials infringes a right, the client will indemnify the company to the extent the claim arises from the client materials or the client instructions.

14. Confidentiality

Each party will keep the confidential information of the other in confidence and will use it only for the purposes of the engagement. Confidential information will be protected with at least the same degree of care that a reasonable party uses for its own confidential information, and never less than a reasonable standard. Disclosure is permitted to personnel and advisers who need to know and who are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known before disclosure, that is independently developed without reference to the disclosed information, or that is required to be disclosed by law or court order. Where disclosure is compelled, the receiving party will give prompt notice so that protective measures can be sought.

These obligations survive the end of the engagement for a period of five years, and indefinitely for trade secrets and personal data.

15. Data Protection

Where the company processes personal data on behalf of the client, it acts as a processor or service provider and processes that data only on documented instructions. The company will implement appropriate technical and organisational measures, assist the client with data subject requests, and notify the client without undue delay if it becomes aware of a personal data breach affecting the engagement.

The company may engage subprocessors to support the services and will impose equivalent data protection obligations on them. The client will be informed of material changes to subprocessors in advance and may object on reasonable grounds.

Further detail about how the company handles personal data is set out in the Privacy Policy, which forms part of these terms by reference.

16. Third Party Components

Deliverables may incorporate third party software, libraries or services. Such components are provided under the terms of their respective licensors, and the client agrees to comply with those terms. The company does not warrant third party components and is not responsible for changes that a third party makes to its product, licensing or availability.

Where a third party component is discontinued or its licence changes in a way that materially affects a deliverable, the company will advise the client and propose a remediation path. Remediation work required solely by a third party change is handled as a change to the engagement.

The client is responsible for obtaining and maintaining any third party licences needed to operate the delivered solution in its environment.

17. Warranties

The company warrants that it will perform the services with the reasonable skill and care of a professional engineering practice and that deliverables will materially conform to the specification in the statement of work. The company further warrants that it has the right to enter into the engagement and that it will comply with the laws applicable to its own business operations.

Except as expressly stated, the services and deliverables are provided without other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The company does not warrant that any system will be uninterrupted or error free, or that every security threat will be prevented.

The client acknowledges that it is responsible for deciding whether a deliverable is suitable for its own regulatory and operational context.

18. Warranty Remedy

If a deliverable fails to conform to the agreed specification during the warranty period stated in the statement of work, and the client reports the failure promptly with reasonable detail, the company will at its option repair or replace the affected deliverable or re perform the affected service at no additional charge. This is the client sole remedy for a breach of the conformance warranty.

The warranty does not cover failures caused by client modifications, misuse, unauthorised changes, third party components, or environmental conditions outside the agreed operating assumptions. Where the company investigates a reported failure and finds it outside warranty, the company may charge for the investigation at its standard rates after notifying the client.

If no warranty period is stated, the warranty period is thirty days from acceptance of the affected deliverable.

19. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, nor for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility of such loss. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.

Subject to the preceding paragraph, the total aggregate liability of each party arising from or related to an engagement is limited to the total fees paid or payable to the company under the applicable statement of work during the twelve months preceding the event giving rise to the claim.

Where the client requires a higher liability cap, the parties may agree a different figure in the statement of work in exchange for an appropriate adjustment to fees or insurance arrangements.

20. Indemnification

The client will indemnify the company against third party claims, losses and reasonable costs arising from the client materials, from the client instructions, from the client failure to obtain a required licence or consent, or from the client breach of these terms. The client will not settle a claim in a way that admits fault on the part of the company without the company consent.

The company will indemnify the client against third party claims that a bespoke deliverable created by the company infringes a copyright or trade secret, provided the client promptly notifies the company, allows the company to control the defence and cooperates reasonably. This indemnity does not apply where the claim arises from client materials, from client modifications, or from use of the deliverable outside its intended purpose.

The indemnified party will mitigate its losses and will not make admissions that prejudice the defence.

21. Term and Termination

An engagement continues until the services are complete or until it is terminated in accordance with this section. Either party may terminate immediately for material breach if the breach is not remedied within thirty days of written notice, or immediately if the other party becomes insolvent, enters administration or ceases to carry on business.

The client may terminate an engagement for convenience on thirty days written notice. The company may terminate for convenience on thirty days written notice where continuing the work would be impractical or unsafe, in which case the company will assist with an orderly transition.

Termination does not affect rights that accrued before the termination date, including the right to be paid for work properly performed.

22. Effects of Termination

On termination the client will pay for all work performed and all expenses properly incurred up to the termination date, including any non cancellable commitments made with the client approval. The company will deliver work in progress and any completed deliverables for which payment has been made.

Each party will return or destroy the confidential information of the other on request, except where retention is required by law or by professional record keeping obligations. The company will provide reasonable transition assistance, chargeable at its standard rates unless the termination results from the company breach.

The provisions that by their nature should survive termination, including confidentiality, intellectual property, liability, indemnity and governing law, continue in force.

23. Force Majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, widespread network or utility failure, industrial action, or an act of government. The affected party will notify the other promptly and will use reasonable efforts to resume performance.

If a force majeure event continues for more than sixty days and materially affects the engagement, either party may terminate the affected part of the engagement on written notice. Fees for work performed before termination remain payable.

Force majeure does not excuse a payment obligation that arose before the event.

24. Non Solicitation

During an engagement and for twelve months afterwards, neither party will knowingly solicit for employment any individual who was directly involved in the engagement and who is employed by the other party, without the other party written consent. General recruitment advertising that is not targeted at such individuals does not breach this clause.

This provision protects the investment each party makes in its people and supports a stable working relationship. Where a breach occurs, the parties will first attempt to resolve the matter amicably before taking formal steps.

Nothing in this clause restricts any individual from seeking employment freely or from responding to a general public advertisement.

25. Publicity and References

The company may include the client name in a general client list or in a case study only with the client prior written consent. The client may identify the company as a supplier in its own records and disclosures as required by law.

Any press release or public statement about the engagement requires the agreement of both parties. Where a party is legally required to make a disclosure, it will give the other reasonable notice and limit the disclosure to what is required.

Testimonials and references are provided voluntarily and may be withdrawn at any time.

26. Governing Law and Venue

These terms and any dispute arising from them are governed by the laws of the State of Utah and the applicable federal laws of the United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah, unless the parties agree in a statement of work to a different forum.

If a mandatory consumer protection law in the client country gives the client a right to bring proceedings locally, that right is preserved. Each party waives any objection to venue in the agreed courts on the ground of inconvenience.

Nothing in this clause prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

27. Dispute Resolution

The parties will attempt to resolve any dispute through good faith negotiation between senior representatives within thirty days of a written notice of dispute. If negotiation fails, the parties will consider mediation before commencing proceedings, and will share the mediator fees equally.

Any dispute that remains unresolved after mediation may be brought before the courts identified above. Each party bears its own legal costs unless a court orders otherwise or the statement of work provides for cost shifting.

While a dispute is being resolved, both parties will continue to perform their undisputed obligations and will not suspend services without reasonable cause.

28. Notices

Formal notices under these terms must be in writing and delivered by hand, by a recognised courier, or by email to the addresses stated in the statement of work or in this document. A notice is effective on delivery when delivered by hand or courier, and on the next business day when sent by email, provided no delivery failure is reported.

The company notice address is Tequenovations LLC, 69 N Main St APT B302, Clearfield - 84015-2780, United States (US), with email to contact@tequenovations.mom. Either party may update its notice address by giving written notice of the change.

Operational communications may be exchanged by ordinary email between the working contacts of the parties and do not require the formality of a legal notice.

29. General Provisions

These terms, together with any applicable statement of work and the Privacy Policy, form the entire agreement between the parties on the subject matter and supersede prior discussions. A waiver of a breach is not a waiver of any later breach. If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in force.

Neither party may assign an engagement without the other party written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations. These terms do not create a partnership, joint venture or agency relationship.

No third party has any right to enforce these terms except as expressly stated. Headings are for convenience only and do not affect interpretation.

30. Contact Information

Questions about these Terms of Service should be directed to the works address below. We aim to respond to contractual enquiries within two business days.

Tequenovations LLC
69 N Main St APT B302, Clearfield - 84015-2780, United States (US)

Email: contact@tequenovations.mom
Phone: +19794785234

These Terms of Service are maintained by Tequenovations LLC, the engineering house that operates this website and the services described within it.