1. Definitions
"Agreement" means these Terms, any accompanying Service Order, Statement of Work (SOW), or Proposal.
"Deliverables" means the specific outputs, software, code, documentation, or reports to be provided by Company as defined in a SOW.
"Service Order" / "SOW" means a mutually agreed document detailing the scope, fees, and timeline for specific Services.
"Client Data" means all data, information, and materials provided by Client to Company.
"Intellectual Property Rights (IPR)" means patents, copyrights, trademarks, trade secrets, and all other proprietary rights.
2. Services & Scope
Company agrees to provide the IT services described in an executed Service Order or SOW.
The specific scope, timelines, milestones, and acceptance criteria will be solely as described in the SOW. Any changes require a written change order signed by both parties.
Company's obligations are contingent on Client providing timely information, materials, access, and approvals ("Client Cooperation").
3. Client Responsibilities
You agree to: (a) cooperate with our reasonable requests; (b) provide accurate and complete information; (c) secure necessary licenses for third-party software or systems we interact with; (d) be responsible for your users' compliance with these Terms; and (e) ensure you have the right to provide any Client Data to us.
4. Fees & Payment
Fees are as specified in the Service Order/SOW. Unless stated otherwise, fees are quoted exclusive of taxes.
Payment Terms: Invoices are due within [e.g., 30] days of receipt. For ongoing services (e.g., SaaS, support), fees are billed in advance.
Late Payments: Overdue invoices may accrue interest at the lesser of [1.5%] per month or the maximum legal rate. We may suspend Services for non-payment.
Expenses: Reasonable, pre-approved travel and out-of-pocket expenses will be reimbursed.
5. Intellectual Property
Pre-existing IP: Each party retains ownership of its pre-existing Intellectual Property.
Deliverables: Upon full payment of all fees, Company grants Client a non-exclusive, non-transferable, perpetual license to use the Deliverables for its internal business purposes, unless otherwise specified.
Custom Developed Software: Ownership of newly created software/code will be specified in the SOW. (CRITICAL: Choose one model)
Option A (Client Owns): Company assigns all rights to custom-developed code to Client upon payment.
Option B (Company Owns): Company retains ownership and grants Client a license. This is common for SaaS products or platform-based work.
Company Tools: All development tools, libraries, frameworks, methodologies, and know-how ("Tools") remain Company's sole property.
6. Data Protection & Confidentiality
Confidentiality: Both parties agree to protect each other's confidential information using reasonable care and not to disclose it except to employees/contractors with a need to know.
Data Processing: If Company processes any Personal Data (as per GDPR or similar laws) on Client's behalf, a separate Data Processing Agreement (DPA) will be executed.
Security: Company will implement industry-standard technical and organizational measures to protect Client Data. However, Client is ultimately responsible for backing up its data.
7. Warranties & Disclaimers
Company warrants that Services will be performed in a professional and workmanlike manner.
EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, HOWEVER CAUSED.
9. Term & Termination
This Agreement remains in effect until terminated or until all SOWs are complete.
Either party may terminate for material breach if the other party fails to cure such breach within [30] days of written notice.
Upon termination, Client will pay for all Services rendered and expenses incurred. Sections on IP, Confidentiality, Warranty Disclaimers, Limitation of Liability, and Indemnification will survive.
10. Indemnification
Client agrees to indemnify and hold Company harmless from any claims arising from: (a) Client's use of the Services in violation of this Agreement; (b) Client Data; or (c) Client's breach of these Terms.
11. General Provisions
Governing Law & Jurisdiction: This Agreement shall be governed by the laws of [State/Country], without regard to its conflict of laws principles. The courts of [City, State/Country] shall have exclusive jurisdiction.
Entire Agreement: This document, with any SOWs, constitutes the entire agreement between the parties.
Modifications: We may update these Terms from time to time. Continued use of Services after changes constitutes acceptance.
Force Majeure: Neither party is liable for delays or failures due to causes beyond its reasonable control.
Independent Contractor: Company is an independent contractor, not an employee or partner of Client.
Notices: Formal notices must be in writing and sent to the addresses listed in the SOW.
12. Contact Information
For questions about these Terms, please contact:
[Your IT Company Name]
[Address]
[Email Address for Legal Notices]
[Phone Number]
KEY AREAS TO CUSTOMIZE WITH YOUR LAWYER:
Scope & SOWs: Ensure your SOW template is robust and links clearly to these T&Cs.
Intellectual Property (Section 5): This is the most critical section. The IP model (license vs. assignment) depends entirely on your business (product vs. service company) and must be clarified.
Payment Terms (Section 4): Set clear net payment periods and late fees aligned with your cash flow needs.
Limitation of Liability (Section 8): The cap (e.g., 12 months of fees) and exclusions are standard but must be reviewed for enforceability in your region and industry.
Governing Law (Section 11): Always specify the jurisdiction where your company is based or where you are prepared to litigate.
Industry-Specific Clauses: Add clauses for:
SaaS/Cloud Services: Include SLAs (Service Level Agreements), uptime guarantees, subscription terms, auto-renewal, and data retention/deletion policies.
Managed Services / IT Support: Include response time tiers, exclusions (e.g., hardware repair), remote access rights, and security protocols.
Software Development: Include detailed acceptance testing procedures, bug-fix periods, and open-source software usage policies.
DISCLAIMER: This template is for informational purposes only and does not constitute legal advice. You must consult with an attorney to ensure your Terms and Conditions are appropriate, enforceable, and compliant with applicable laws in your jurisdiction.