SOW Services Terms

For a services engagement, documents control in this order: mandatory law; a signed government contract or mutually signed master agreement; a mutually signed amendment or Change Order; the applicable SOW; an incorporated security, privacy, or data-processing addendum; these SOW Services Terms; and then the Terms of Use and Sale. A customer purchase order is administrative only.

A change to scope, schedule, or fees takes effect only through a written Change Order signed by both parties. Emergency protective action may be taken and documented. Where you direct additional work before a Change Order is signed, Uniqcli may pause or proceed on a documented time-and-materials basis, and a resulting delay extends the schedule equitably.

You will designate a project owner and decision makers; provide accurate requirements, diagrams, inventories, credentials through an approved channel, classifications, and site information; and give timely access. You will obtain approvals, permits, work windows, escorts, and badges, and provide the power, cooling, network, rack, cabling, backups, test data, and workspace the engagement needs. You will disclose hazards and union, restricted-area, or insurance requirements, make timely acceptance decisions, and obtain and warrant the Required Consents needed for Uniqcli to perform (for example, third-party or licensor permissions).

Uniqcli controls the manner and means of its work and is responsible for its subcontractors, except for third-party services it sells as agent or reseller. Named personnel are not guaranteed, and Uniqcli's personnel and subcontractors are independent contractors, not your employees.

Uniqcli is not responsible for a third party's change, outage, end-of-life, vulnerability, delay, or refusal. Unless the SOW states otherwise, the SOW excludes product prices, renewals, consumption, egress, telecom, cloud-usage charges, permits, and other third-party fees.

Uniqcli warrants that it performs services in a professional and workmanlike manner consistent with the SOW. If you give notice of a nonconformity within 30 days after acceptance, your exclusive remedy is re-performance of the nonconforming service or a refund of the nonconforming portion. The warranty excludes issues caused by your materials, equipment, or instructions or by changes made by others, and Uniqcli gives no other warranties and does not guarantee a particular outcome.

Each party maintains reasonable safeguards. You disclose security, privacy, export, location, incident, clearance, CUI, and FCI requirements before signing. Uniqcli is not obligated to receive restricted information until the entity, personnel, boundary, channel, controls, and contract are identified. Public sites and ordinary email are not approved channels for CUI, and no security framework or status is incorporated by implication. Each party gives notice of a security incident without unreasonable delay.

Each party keeps its Background Materials. After full payment, you own the custom deliverables created specifically and exclusively for you, excluding Background Materials, reusable know-how, third-party and open-source components, and improvements. Any Background Materials embedded in a deliverable are licensed to you perpetually, worldwide, non-exclusively, and royalty-free as part of the deliverable for your internal business and authorized purposes. Third-party and open-source components are governed by their own licenses. Residual general knowledge may be used, but not your Customer Data, source code, or trade secrets.

Either party may terminate for material breach not cured within 30 days of notice — 10 days for payment breach — with a longer cure period allowed where a cure reasonably takes longer. Termination for convenience is available only where the SOW permits or the parties agree. On termination you pay for accepted deliverables, performed services, committed non-cancelable items, approved expenses, and reasonable demobilization, and transition cooperation is provided at the applicable rates. Provisions intended to survive do survive.

Neither party is liable for consequential damages. Each party's aggregate liability for an engagement is capped at the fees paid or payable under that SOW in the prior 12 months, or the total fees for shorter SOWs. This cap does not apply to payment obligations, fraud, gross negligence or willful misconduct, IP infringement or misappropriation, or liability that cannot lawfully be limited.

During the engagement and for 12 months afterward, neither party solicits for employment the other's personnel involved in the engagement, subject to standard exceptions such as general advertising and unsolicited applications.

Neither party is liable for delay or failure caused by circumstances beyond reasonable control. If such an event affects a portion of the work for an extended period, either party may terminate the affected portion after 60 days.

The SOW, these Terms, and the documents they incorporate are the entire agreement for the engagement, amended only in a signed writing. Assignment is limited as in the Terms of Use and Sale. Notices go to the SOW contacts and [email protected]. Electronic signatures are effective, and severability follows the Terms of Use and Sale.