Terms of Service

1. Acceptance of These Terms

By accessing the Site, submitting an enquiry through the contact form, or engaging the Company for Services, you agree to be bound by these Terms of Service, together with our Privacy Policy and any written statement of work that applies to your engagement. This agreement takes effect on the date you first use the Site or on the date an engagement begins, whichever comes first.

If you are using the Site or the Services on behalf of an organization, you represent that you have authority to bind that organization to these terms. In that case, the words you and your refer both to you as an individual and to the organization you represent. If you do not have that authority, you must not accept these terms or use the Services on the organization behalf.

These terms replace any earlier understanding about the same subject, except where a separate signed agreement expressly overrides a specific clause. Where a conflict exists between these terms and a signed statement of work, the statement of work controls for the matters it expressly addresses, and these terms control for everything else.

2. Eligibility and Authority

The Site and the Services are intended for businesses and professional users. By using them you confirm that you are at least the age of majority in your jurisdiction and legally able to enter into a contract. If you are under that age, you may not use the Site or the Services.

You agree to provide accurate information when you contact us or open an engagement, and to keep that information current. We rely on the details you give us to prepare proposals, plan work and communicate safely, so inaccurate information can delay or prevent delivery. You also agree to notify us promptly if your authority to act for an organization changes.

The Company may decline or end a relationship where it has a legitimate reason to do so, including legal or regulatory requirements, conflicts of interest or concerns about the use of its work. We aim to explain any such decision clearly, subject to obligations of confidentiality and law.

3. The Services We Provide

The Company provides computer integrated systems design and related technical services. These include pipeline builds, test rounds, measurement reports, audits, architecture reviews and structured handovers, as described on the Site. The descriptions on the Site are general in nature and do not by themselves create an obligation to deliver any particular result.

• Pipeline design and integration between connected business systems.
• Independent testing and load trials before major releases.
• Measurement and reporting of system behaviour under pressure.
• Security and dependency audits of integrated environments.
• Architecture and design reviews with client engineering teams.
• Structured transfer of ownership through runbooks and training.

The exact scope of any engagement is defined in a written statement of work agreed by both parties. Anything not listed in that document falls outside the engagement. If additional work becomes necessary, the parties will agree on a change in scope and any effect on fees and timelines before the extra work begins.

4. Engagements and Statements of Work

An engagement begins when a written statement of work has been agreed, the required access and information have been provided, and any agreed deposit has been received. The statement of work describes the Services, the deliverables, the assumptions, the timeline and the fees. Changes to any of these items are handled through a written change request.

Timelines are estimates prepared in good faith. They depend on the availability of client staff, the quality of the systems under review and the prompt supply of information. Where a delay is caused by factors outside our control, the schedule moves by a reasonable amount, and we will tell you as soon as we become aware of the impact. We will not use a delay caused by a client as a basis for unagreed charges.

Deliverables are accepted when the agreed acceptance test has been met or when the client uses the deliverable in production without raising a material defect within the agreed review period. If a defect is reported within that period, we will correct it at no additional cost when it falls within the agreed scope.

5. Your Responsibilities

Good integration work depends on cooperation. You agree to provide timely access to the systems, people and information needed to complete the Services, and to ensure that you have the right to share any material you give us. You also agree to keep your own environments and credentials secure and to tell us promptly if you suspect a compromise.

• Nominate a point of contact with authority to make decisions.
• Provide test data that is either non-sensitive or properly protected.
• Keep backups of systems and data before changes are applied.
• Review deliverables and raise concerns within the agreed period.
• Follow the runbooks and procedures that we hand over.
• Comply with the laws and regulations that apply to your business.

You remain responsible for the operation of your systems after handover. Our work is designed to make that operation safe and understandable, but it does not transfer your regulatory duties to the Company. If you ask us to take on an operational role, that role must be described in a separate written agreement.

6. Fees, Invoices and Payment

Fees for the Services are set out in the statement of work. Unless agreed otherwise, invoices are issued on the schedule described in the statement and are payable within the stated period. Fees quoted for a fixed stage cover only the scope described for that stage. Work outside that scope is quoted separately.

Amounts are stated in United States dollars unless the statement of work says otherwise. You are responsible for any taxes that apply to the Services, except for taxes on our own income. If you dispute an invoice, please tell us in writing within the period stated on the invoice so that we can resolve the dispute quickly. Undisputed amounts remain payable on time.

We may suspend work where an undisputed invoice is seriously overdue and we have given reasonable notice. We will restore work promptly once the outstanding amount is settled. Late payment may attract interest at the rate stated in the statement of work or, where none is stated, at the maximum rate allowed by applicable law.

7. Intellectual Property

The Site, its design, its text and its underlying code are owned by the Company or its licensors, including the design studio NovaForge Solutions that built the Site. You may view and read the Site for your own use, but you may not copy, republish or redistribute its contents without written permission.

For engagements, ownership of deliverables is governed by the statement of work. Where the statement assigns deliverables to the client on payment, the client receives ownership of the specific artifacts created for the engagement. The Company retains ownership of its pre-existing tools, methods, templates and know-how, and grants the client a non-exclusive licence to use those elements to the extent they are embedded in the deliverables.

Unless the statement of work says otherwise, the Company may describe the general nature of an engagement in its portfolio and may use anonymised learnings to improve its practice. The Company will not disclose client confidential information in doing so. Client marks and logos remain the property of the client at all times.

8. Acceptable Use of the Site

You agree to use the Site only for lawful purposes and in a way that does not harm the Site, the Company or other users. In particular, you must not attempt to gain unauthorised access to any system, interfere with the availability of the Site, or use automated tools to harvest content at a rate that degrades service for others.

• Do not upload malicious code or use the Site to distribute malware.
• Do not impersonate another person or organization.
• Do not scrape or mirror the Site without permission.
• Do not use the Site to send unlawful, deceptive or harassing messages.
• Do not probe or test the security of the Site without written authorisation.

We may restrict or block access where we reasonably believe these rules have been broken. Where the conduct appears criminal, we may report it to the relevant authorities. We aim to act proportionately and to give notice where it is safe and lawful to do so.

9. Confidentiality

Each party agrees to protect the confidential information of the other. Confidential information includes non-public technical, commercial and operational details that are disclosed during an engagement and that a reasonable person would understand to be sensitive. It does not include information that is already public, independently developed, or lawfully received from a third party without a duty of confidence.

We use confidential information only to perform the Services and we share it only with team members and providers who need it and who are bound by appropriate obligations. We keep it secure and we return or delete it when the engagement ends, subject to records we must retain by law. These obligations continue after the engagement ends.

If we are required by law to disclose confidential information, we will give notice where lawful so that you can seek a protective order, and we will disclose only what is required. Public statements about an engagement require the written agreement of both parties.

10. Warranties and Disclaimers

The Company warrants that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that deliverables will materially conform to the statement of work at the time of acceptance. This is the only warranty given for the Services, and it lasts for the review period stated in the statement of work.

Except as expressly stated, the Site and the Services are provided on an as available basis. To the maximum extent allowed by law, the Company disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Company does not warrant that the Site will be uninterrupted or free of errors.

Nothing in these terms excludes or limits any warranty or right that cannot be excluded or limited under applicable law. Where such a right applies, these terms are read so as to give effect to it while preserving the rest of the agreement.

11. Limitation of Liability

To the maximum extent allowed by law, the Company will not be liable for indirect, incidental, special or consequential losses, including loss of profit, loss of business, loss of goodwill or loss of data, however caused and whether or not the possibility of such loss was known in advance.

The total liability of the Company for all claims arising out of or relating to an engagement will not exceed the total fees paid by the client for the specific stage of the Services giving rise to the claim. For claims relating to the Site alone, the total liability will not exceed one hundred United States dollars.

These limits apply even if a limited remedy fails of its essential purpose. They do not apply to fraud, willful misconduct, or any liability that cannot be limited under applicable law. The parties confirm that these limits represent a reasonable allocation of risk given the nature of the Services.

12. Indemnification

You agree to defend and indemnify the Company, its team and its providers against claims arising from your use of the Site in breach of these terms, from material you supply that infringes the rights of a third party, or from your operation of systems after handover. This obligation applies only to the extent that the claim is caused by your act or omission.

The Company agrees to defend and indemnify you against claims that a deliverable, as supplied by the Company and used in accordance with the statement of work, infringes a United States copyright or trade secret. This obligation does not apply where the claim arises from client materials, from modifications made by the client, or from use in a way that the statement of work does not permit.

A party seeking indemnity must give prompt notice, allow the indemnifying party to control the defence, and cooperate reasonably. The indemnifying party may not settle a claim in a way that admits fault on the part of the other party without that party written agreement.

13. Termination and Suspension

Either party may terminate an engagement for convenience by giving the notice period stated in the statement of work. On termination, the client pays for work performed and for commitments properly made up to the end of the notice period, and the Company delivers work completed up to that date.

Either party may terminate immediately where the other becomes insolvent, commits a material breach that is not remedied within a reasonable cure period, or engages in unlawful conduct. The Company may suspend access to the Site where continued access would create a security or legal risk, and will restore access once the risk has been resolved.

Clauses that by their nature should survive termination will do so, including clauses on confidentiality, intellectual property, limitation of liability, indemnity and governing law. Termination does not affect any right that accrued before it took effect.

14. Third Party Materials and Links

The Services may involve third party software, platforms and services. Those components are governed by the terms of their own providers, and the Company does not control or warrant them. Where we recommend a third party component, we do so on the basis of our experience, but you remain responsible for reviewing and accepting its terms.

The Site may contain links to external websites for convenience. The Company does not endorse and is not responsible for the content or practices of those websites. If you choose to follow an external link, you do so at your own risk and subject to the terms of the destination site.

Where an engagement depends on a third party service, each party will make reasonable efforts to keep that service available and to manage changes. The Company is not liable for outages or changes caused by a third party provider, though we will help you assess the impact and plan a response.

15. Governing Law and Disputes

These terms are governed by the laws of the State of Texas and the applicable federal laws of the United States, without regard to conflict of law rules. The parties agree that the state and federal courts located in Collin County, Texas, have exclusive jurisdiction over any dispute, subject to any right to arbitration agreed in a statement of work.

Before starting formal proceedings, the parties will try in good faith to resolve a dispute through discussion between senior representatives. Either party may give written notice of a dispute, and the parties will meet within a reasonable period to seek a resolution. If the dispute is not resolved within thirty days, either party may proceed to the courts described above.

Nothing in this section prevents either party from seeking urgent injunctive relief to protect its confidential information or intellectual property. Each party waives any right to a jury trial to the extent permitted by applicable law, and agrees that any claim must be brought in an individual capacity rather than as part of a class action.

16. Changes to These Terms

The Company may update these terms from time to time to reflect changes in the Services, the Site or the law. When we make a material change, we will post the revised terms on the Site and update the effective date shown at the end of the document. Your continued use of the Site after the revision takes effect means that the revised terms apply.

Changes do not alter the terms of an engagement that is already governed by a signed statement of work, unless both parties agree in writing. If you do not accept a revision, you should stop using the Site and contact us if you have an active engagement so that we can discuss the effect on your project.

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be replaced by one that comes closest to its intended effect while remaining lawful.

17. Contact Information

If you have a question about these terms, a concern about the Services, or a notice that must be given under this agreement, please contact the Company using the details below. The Site was built by the design studio NovaForge Solutions on behalf of the Company, and all contractual matters are handled by the Company.

Written notices to the Company may be sent to the address above or by email. Notices are effective when received, or when delivered if sent by a recorded method. We will acknowledge official notices promptly and respond within a reasonable period.

Effective date: October 30, 2026. Company: HYPERION TECH SOLUTIONS LLC. Developer: NovaForge Solutions.