These SOW Services Terms ("SOW Terms") govern consulting, design, engineering, configuration, staging, integration, installation, migration, implementation, managed, support, research, development, training, and other professional services ("Services") performed under a Statement of Work ("SOW") by the Uniqcli entity identified in that SOW ("Service Provider") for the customer identified in it ("Customer").
The SOW, these SOW Terms, and the Terms of Use and Sale form the "Agreement." Customer accepts the Agreement by signing the SOW, issuing a purchase order that references it, authorizing work to begin, or accepting Services. A separately signed master agreement controls to the extent it expressly replaces these SOW Terms.
1. Order of precedence
If documents conflict, the following order applies: (a) mandatory law; (b) a signed government contract or mutually signed master agreement; (c) a mutually signed amendment or Change Order; (d) the applicable SOW; (e) a security, privacy, or data-processing addendum expressly incorporated into that SOW; (f) these SOW Terms; and (g) the Terms of Use and Sale. A purchase order is administrative only and does not add terms unless Service Provider expressly accepts them in a signed writing.
2. SOW content and scope
Each SOW should identify the parties, Services, deliverables, exclusions, assumptions, Customer dependencies, location, schedule, milestones, fees, invoicing, acceptance criteria, security/data classification, intellectual-property treatment, and special terms. General capability descriptions, proposals, demos, marketing statements, estimates, or conversations are not binding scope unless incorporated into the signed SOW.
Service Provider is responsible only for the Services expressly included. Work reasonably outside scope—including changed requirements, undisclosed conditions, rework caused by Customer or a third party, after-hours work, accelerated schedule, additional sites, or additional deliverables—requires a Change Order or is billed at an agreed time-and-materials rate.
3. Changes
Either party may request a change. Service Provider will describe the effect on scope, assumptions, schedule, fees, resources, and risk in a written change proposal ("Change Order"). No change is effective until authorized representatives of both parties approve it, except that Service Provider may take reasonable emergency action to protect people, property, data, or systems and will promptly document it.
If Customer directs work before the Change Order is signed, Service Provider may pause the affected work or, where the direction and rate are documented, perform it on a time-and-materials basis. Delay caused by change extends affected dates equitably.
4. Schedule and dependencies
Dates are estimates unless the SOW expressly identifies a guaranteed date and remedy. Service Provider will use commercially reasonable efforts to meet the schedule. Customer delay, access restriction, unavailable stakeholder, inaccurate information, scope change, third-party delay, product unavailability, security review, permit, carrier, weather, or force majeure extends the schedule and may increase cost.
Service Provider may rely on Customer decisions and approvals. If a dependency is delayed, Service Provider may reassign personnel and resume when reasonably available.
5. Customer responsibilities
Customer will timely provide:
- an authorized project owner and decision makers;
- accurate requirements, diagrams, inventories, credentials through an approved channel, data classifications, and site information;
- access to facilities, systems, environments, equipment, users, and third parties needed for the Services;
- approvals, permits, licenses, maintenance windows, escorts, badges, safety briefings, and Required Consents;
- suitable power, cooling, network, rack space, cabling, backups, test data, and workspace;
- notice of hazardous conditions, regulated environments, union rules, restricted areas, and special insurance requirements; and
- review and acceptance decisions within the stated period.
"Required Consents" means permissions needed for Service Provider, its affiliates, OEMs, and subcontractors to access, copy, configure, test, transmit, or modify Customer systems, data, third-party products, and facilities. Customer warrants it has authority to provide them.
6. Access, safety, and site conditions
Service Provider will comply with reasonable written site-security and safety rules supplied before scheduling. Customer controls its premises and is responsible for safe conditions and disclosure of known hazards. Service Provider may stop work it reasonably believes is unsafe, unlawful, outside authorization, or likely to damage systems or data. The parties will cooperate on a safe corrective plan.
Unless the SOW includes them, construction, electrical work, core drilling, asbestos or hazardous-material handling, structural engineering, permits, patching, painting, lift rental, union labor, and disposal are excluded.
7. Personnel and subcontractors
Service Provider controls the manner and means of performing Services and may use qualified employees, affiliates, OEMs, distributors, and subcontractors. Service Provider remains responsible for subcontracted Services to the same extent as its own work, except for Third-Party Services expressly sold as agent or reseller. Named personnel are not guaranteed unless the SOW states otherwise; equivalent personnel may be substituted.
The parties are independent contractors. Nothing creates employment, partnership, joint venture, fiduciary, franchise, or agency authority.
8. Fees, expenses, and taxes
Customer will pay the fees and approved expenses in the SOW. Fixed fees assume the stated scope and dependencies. Time-and-materials work is billed for actual time at the stated rates, and estimates are nonbinding planning amounts. Unless the SOW states otherwise, reasonable preapproved travel, lodging, freight, permits, and out-of-pocket costs are additional.
Invoices are due under the SOW or, if silent, net 30 days from invoice date, subject to credit approval. Customer must dispute an invoice in reasonable detail within 10 business days after receipt and timely pay the undisputed amount. Service Provider may suspend Services for past-due undisputed amounts after any required notice. Taxes are handled under the Terms of Use and Sale.
9. Product and third-party dependencies
Products, licenses, subscriptions, cloud services, manufacturer support, carrier services, and other third-party offerings are governed by their providers' terms and the Terms of Use and Sale. Service Provider is not responsible for a third party's change, outage, end of life, vulnerability, delay, or refusal, but will reasonably assist with coordination within scope.
Unless expressly stated, an SOW does not include product purchase price, renewals, consumption charges, data egress, telecommunications, cloud usage, permits, or third-party fees.
10. Acceptance
The SOW should state objective acceptance criteria and test procedure. If it does not, a deliverable is accepted when it materially conforms to the SOW.
Customer will test and either accept or provide a written rejection identifying material nonconformities within 10 business days after delivery or demonstration. Service Provider will use commercially reasonable efforts to correct verified nonconformities and resubmit. A deliverable is deemed accepted upon the earliest of: written acceptance; productive use other than agreed testing; payment of the associated milestone without written reservation; or expiration of the review period without a conforming rejection. Deemed acceptance does not apply where prohibited by a signed government contract.
Minor issues that do not materially impair intended use do not delay acceptance and will be tracked for correction as agreed.
11. Service warranty
Service Provider warrants that Services will be performed in a professional and workmanlike manner by personnel with appropriate skill. Customer must notify Service Provider in writing of a material breach within 30 calendar days after the affected Service or deliverable is accepted. As Customer's exclusive contractual remedy, Service Provider will, at its option, reperform the affected Service or refund the fees paid for the materially nonconforming portion.
The warranty does not cover Customer or third-party acts, unsupported changes, inaccurate requirements, misuse, unapproved environments, normal wear, third-party products, or failure to follow documentation. Except for this express warranty and any express SOW warranty, Services and deliverables are provided to the maximum extent permitted by law without other express or implied warranties, including merchantability, fitness, title, non-infringement, or guaranteed business, security, compliance, savings, revenue, ranking, availability, or procurement outcome.
12. Customer data, backups, and system changes
Customer owns Customer Data. Customer is responsible for lawful collection and instructions, accuracy, retention, and maintaining current recoverable backups before Service Provider accesses or changes a system. Unless backup or disaster recovery is expressly in scope, Service Provider is not responsible for creating or validating backups.
Service Provider may process Customer Data only to perform, secure, support, and comply with the Agreement. Customer will not provide data beyond what the SOW authorizes. If personal information is processed on Customer's behalf in a manner requiring a data-processing addendum, the parties will execute one before that processing.
13. Security and controlled information
Each party will maintain reasonable safeguards for information and systems under its control. Customer will disclose applicable security, privacy, export, data-location, incident-reporting, clearance, CUI, FCI, and agency requirements before the SOW is signed. Service Provider is not obligated to receive restricted information or enter a regulated system until the parties identify the approved entity, personnel, system boundary, channel, controls, and contract terms.
Public Sites and ordinary email are not approved for CUI. The CUI, FCI, and Secure Submission Notice applies. No security framework, FedRAMP, FIPS, NIST, CMMC, clearance, or authorization status is incorporated by implication.
Each party will notify the other without unreasonable delay after confirming a security incident within its control that materially affects the other's data or systems and will cooperate as required by the Agreement and law. This provision does not create a notice deadline different from a signed government contract or data-processing addendum.
14. Confidentiality
"Confidential Information" means nonpublic information disclosed in connection with the Agreement that is marked confidential or that a reasonable person would understand is confidential, including pricing, designs, security information, credentials, business plans, source code, Customer Data, and SOW terms. It excludes information the recipient can document: (a) is public without breach; (b) was lawfully known without duty; (c) is received lawfully from a third party without duty; or (d) is independently developed without use of the information.
The recipient will use Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to personnel, affiliates, subcontractors, and advisors who need to know and are bound by confidentiality. If law requires disclosure, the recipient will, where lawful, give prompt notice and reasonable assistance to seek protection. On request after the purpose ends, the recipient will return or securely destroy it, subject to legal retention and routine backups.
These duties continue for five years after disclosure; trade secrets remain protected while legally qualifying as trade secrets. CUI and other regulated data remain subject to their applicable requirements regardless of this period.
15. Intellectual property
Each party retains its pre-existing and independently developed materials, tools, code, templates, methods, processes, know-how, documentation, inventions, data, and intellectual property ("Background Materials"). No ownership transfers except as the SOW expressly states.
Unless the SOW states a different model, after full payment Customer owns custom deliverables created specifically and exclusively for Customer, excluding: (a) Service Provider Background Materials; (b) reusable skills, ideas, methods, know-how, utilities, connectors, templates, and generic components; (c) third-party and open-source materials; and (d) improvements that do not disclose Customer Confidential Information. To the extent Service Provider Background Materials are embedded in an owned deliverable, Service Provider grants Customer a perpetual, worldwide, nonexclusive, royalty-free license to use, execute, reproduce, modify, and distribute them only as part of or necessary to use the deliverable for Customer's internal business and authorized customer purposes.
Third-party and open-source materials remain subject to their own licenses. Customer grants Service Provider a license to use Customer materials only as necessary to perform the Services. Service Provider may use residual general knowledge retained without deliberate memorization of Customer Confidential Information, but not Customer Data, source code, trade secrets, or identifying materials.
16. Compliance and professional advice
Each party will comply with laws applicable to its performance. Customer is responsible for its procurement authority, regulated use, records, policies, and final decisions. Unless the SOW expressly states otherwise, Services are technical and business services, not legal, accounting, audit, medical, or certification services. Recommendations and AI-assisted outputs require Customer review and validation.
17. Term and termination
The SOW begins on its effective date and continues until completion or termination. Either party may terminate for material breach if the breaching party does not cure within 30 days after detailed written notice; payment breach has a 10-day cure period. If a breach cannot reasonably be cured within 30 days, it is timely cured if the breaching party begins cure, diligently proceeds, and completes it within a reasonable period.
Customer may terminate for convenience only if the SOW permits it or Service Provider agrees in writing. On any termination, Customer will pay for accepted deliverables, Services performed, committed non-cancelable resources or third-party charges, approved expenses, and reasonable demobilization through the termination date. Service Provider will deliver paid-for completed work and reasonably cooperate in transition at the applicable rates.
Termination does not affect accrued rights. Payment, confidentiality, intellectual property, data return, disclaimers, limits, indemnity, dispute, and provisions intended by nature to survive will survive.
18. Indemnification
Service Provider will defend Customer against a third-party claim that a custom deliverable created solely by Service Provider under the SOW infringes a U.S. patent, copyright, or trade secret and will pay finally awarded damages or approved settlement, provided Customer promptly notifies Service Provider, grants control of defense and settlement, and cooperates. Service Provider may procure continued use, modify or replace the deliverable, or terminate the affected portion and refund the unamortized fees. This obligation does not apply to Customer materials, specifications, combinations, modifications, continued use after notice, or third-party/open-source materials.
Customer will defend and indemnify Service Provider and its affiliates from third-party claims arising from Customer materials, Customer's unlawful or unauthorized instructions, failure to obtain Required Consents, misuse or unauthorized modification of deliverables, or regulated/high-risk use not approved in the SOW.
Neither party may settle a claim in a way that admits fault by or imposes nonmonetary duties on the other without consent, not unreasonably withheld.
19. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, ITS AFFILIATES, NOR ITS SUPPLIERS OR SUBCONTRACTORS WILL BE LIABLE UNDER AN SOW FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFIT, REVENUE, SAVINGS, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM AN SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THAT SOW DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. For an SOW shorter than 12 months, the cap is the total fees paid or payable under it.
The cap does not apply to Customer payment obligations, a party's fraud, gross negligence or willful misconduct, infringement or misappropriation of the other party's intellectual property, or liability that cannot lawfully be limited. Any different treatment of confidentiality, security, privacy, indemnity, or bodily injury must be stated in the signed SOW or master agreement.
20. Insurance
Each party will maintain insurance customary and commercially reasonable for its business and obligations. Additional limits, endorsements, certificates, or government requirements apply only if stated in the SOW or signed contract and may affect fees and schedule.
21. Non-solicitation
During an SOW and for 12 months afterward, neither party will knowingly solicit for employment personnel of the other who were materially involved in the Services, except through general advertising, unsolicited applications, recruiters not directed to target the person, or with written consent. If applicable law does not permit this restriction, it will not apply.
22. Publicity
Neither party may use the other's name, logo, seal, or mark in publicity implying endorsement without written permission. Service Provider may identify Customer in internal records and as required for manufacturers, distributors, government reporting, or contract performance. Any public case study, testimonial, press release, or logo use requires approval unless the relationship is already public and use is purely factual and legally permitted.
23. Force majeure
Neither party is liable for delay caused by circumstances beyond reasonable control, except payment for amounts already due. The affected party will give reasonable notice, mitigate, and resume performance. If the event materially prevents performance for more than 60 days, either party may terminate the affected unperformed portion, subject to payment of completed work and non-cancelable commitments.
24. Disputes and governing law
Except where a signed government contract or non-waivable law controls, the Agreement is governed by Illinois law, without conflict-of-law principles, and disputes must be brought in state or federal court in Cook County, Illinois. Business representatives will first attempt good-faith resolution for 30 days, except for collection, injunctive relief, security incidents, or expiring claims. Contract Disputes Act and mandatory public-procurement processes remain unaffected.
25. General
The Agreement is the complete agreement for the SOW and supersedes prior proposals and communications about its subject. Amendments must be signed by authorized representatives. Neither party may assign the SOW without consent, except to an affiliate or successor in a merger or asset sale that assumes the obligations and is not a competitor or restricted party. Notices are sent to the SOW contacts and [email protected] for Service Provider. Electronic signatures and counterparts are effective. Severability, waiver, and interpretation follow the Terms of Use and Sale.