Superien General Terms and Conditions (GTC)
Last updated: 10/30/2025
These General Terms and Conditions (“GTC”) form part of
every Professional Services Agreement (“PSA”) and all related Service Orders
between Superien Technology, Inc. (“Superien”) and its clients
(“Client”).
By signing a PSA, Service Order, or any other written
agreement referencing these GTC, Client agrees that these terms govern the
delivery of all information technology, consulting, and support services
provided by Superien.
The GTC are designed to ensure clarity, fairness, and
consistency in how Superien provides its services and protects both Parties’
interests. These terms may be updated periodically to reflect changes in law or
best practices, and the version in effect at the time of signing a PSA will
remain applicable to that Agreement unless both Parties agree otherwise in
writing.
5A. SERVICE REDUCTION
The Monthly Service Fee represents Superien’s commitment of
personnel, resources, and infrastructure capacity necessary to support Client’s
environment and maintain agreed service levels throughout the Term. A reduction
in Client’s workforce, devices, locations, or general utilization of the
Services shall not entitle Client to a corresponding reduction in fees.
Any modification to the Service scope, pricing, or deliverables must be
mutually agreed to in writing through a formal Change Authorization or
amendment, at Superien’s sole discretion.
Superien reserves the right to review and adjust fees if Client’s environment
materially increases in size, complexity, or required support effort.
6. DATA PROTECTION AND SECURITY
6.1 Safeguards.
Superien will implement commercially reasonable administrative, technical, and
physical safeguards to protect Client data within systems directly managed by
Superien. Client acknowledges that data backups, hosting, and cloud services
rely on third-party providers (including Microsoft, Datto, and Acronis) and
that Superien is not liable for data loss, corruption, or unavailability caused
by third parties or factors beyond its control.
6.2 Compliance.
Each Party shall comply with all applicable data-protection and privacy laws.
If either Party is subject to specific privacy or data-security regulations
(including HIPAA, GLBA, or state consumer-privacy laws), that Party remains
solely responsible for compliance. Superien acts solely as a service provider
or processor on behalf of Client and does not determine the purposes or means
of processing Client data.
6.3 Privacy and Data Security.
Each Party shall implement commercially reasonable measures to protect data in
its possession. Superien’s obligations are limited to systems it directly
manages. If unauthorized access to Client data occurs within such systems,
Superien will notify Client without undue delay and cooperate in Client’s
investigation or response. Such notification shall not constitute an admission
of liability.
6.4 Breach Responsibility.
Superien shall not be responsible for any unauthorized access, security
incident, data loss, or breach involving systems not expressly managed by
Superien, or arising from Client’s acts, omissions, negligence, or failure to
follow Superien’s recommendations.
6.5 Incident Response and Costs.
If a cybersecurity incident, data breach, or other unauthorized access occurs
involving Client’s systems, Superien may, at Client’s request, provide
reasonable assistance to investigate, contain, and remediate the incident. Such
assistance shall be performed on a time-and-materials basis at Superien’s
rates, unless the incident results directly from Superien’s proven negligence.
6.6 Cyber-Insurance.
Client shall maintain adequate cyber-liability and data-breach insurance
coverage commensurate with the nature and volume of its data and operations.
Upon Superien’s reasonable request, Client shall provide evidence of such
coverage. Superien shall have no liability for any losses, claims, or damages
to the extent they are uninsured or exceed the limits of Client’s insurance.
6.7 Third-Party Products and Services.
Superien may recommend, resell, or facilitate access to third-party software,
hardware, or cloud services in connection with the Services. All such
third-party offerings are provided solely pursuant to the terms and warranties
of the respective vendor or provider. Superien makes no representation or
warranty regarding, and shall have no responsibility or liability for, the
performance, security, availability, or suitability of any third-party products
or services, or for any interruption, error, or data loss arising therefrom.
7. CONFIDENTIALITY
Each Party shall keep confidential information in confidence
during the Term and for three (3) years thereafter, using at least the same
care it uses to protect its own confidential information, and use such
information only to perform obligations hereunder or as required by law.
Superien may disclose confidential information to its employees, contractors,
and service providers who are bound by confidentiality obligations no less
protective than those herein.
8. INDEPENDENT CONTRACTOR
Superien is an independent contractor and not an employee,
agent, partner, or joint venture of Client. Nothing herein creates an
employment relationship.
9. INTELLECTUAL PROPERTY
All intellectual property, processes, configurations,
scripts, and documentation developed or provided by Superien remain its
exclusive property. Client receives a non-exclusive, non-transferable license
to use such materials solely for internal business purposes during the Term.
Any custom code, configuration, or process developed by Superien shall remain
Superien’s property, even if created for Client’s environment.
10. TERMINATION
Either Party may terminate this Agreement for cause upon
thirty (30) days’ written notice if the other Party materially breaches this
Agreement and fails to cure such breach within that period.
Superien may terminate this Agreement immediately for
non-payment. Client may terminate after the Initial Term with sixty (60) days’
written notice to Superien.
Early Termination. Early termination by Client during the
Initial Term requires payment to Superien of all remaining fees due for the
balance of the Initial Term, calculated at the then-current monthly recurring
rate in effect at the time of termination. Any increases or additions to the
Services made during the Term shall automatically be incorporated into this
calculation.
Suspension or termination of Services does not relieve
Client of its obligation to pay accrued or outstanding fees.
Superien may also terminate this Agreement, in whole or in
part, upon thirty (30) days’ written notice if continued performance becomes
impractical, unsafe, or materially impacted by circumstances beyond Superien’s
reasonable control, including but not limited to vendor discontinuation, Client
environment instability, or Client’s refusal to maintain a secure and
supportable technology environment..
11. CHANGE AUTHORIZATION PROCESS
When Client requests changes, additions, or out-of-scope
work—whether by email, phone, text, or other written communication—Client
thereby authorizes Superien to perform the work and to bill for it at
applicable rates.
12. UNANTICIPATED CONDITIONS
If Superien encounters unanticipated conditions affecting
scope, effort, schedule, or cost—including undisclosed system configurations,
legacy hardware, software defects, or third-party limitations—Superien shall
notify Client and may suspend affected work pending written approval of
changes. Client shall pay for additional time and materials required to address
such conditions at the rates set forth in Schedule E.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY
Client shall indemnify and hold harmless Superien from all
claims, damages, and expenses (including attorney fees) arising from Client’s
data, systems, operations, breach, or negligence. Superien’s liability is
limited solely to third-party claims arising from its gross negligence or
willful misconduct. In no event shall Superien’s total liability exceed three
(3) months of recurring fees or the amount of direct damages proven to result
solely from Superien’s gross negligence. Client’s indemnification obligations
shall survive termination of this Agreement.
14. NO WARRANTIES; PERFORMANCE STANDARD
Superien performs Services in a professional and workmanlike
manner consistent with industry standards. Except as expressly stated, all
Services and deliverables are provided “as is,” without warranties of any kind.
15. WAIVER OF CONSEQUENTIAL DAMAGES
Client waives all claims against Superien for any indirect,
consequential, special, or incidental damages arising out of or relating to
this Agreement, including without limitation loss of use, data, income,
profits, business opportunity, goodwill, or other economic loss, or any
interruption of operations, downtime, or third-party claims. This waiver
applies regardless of legal theory, even if Superien has been advised of the
possibility of such damages. Superien likewise shall not be liable for damages
arising from theft or destruction of Client property or data by third parties.
16. SEVERABILITY
If any provision of this Agreement is held invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
17. LIMITATION OF ACTIONS
No action arising from or related to this Agreement may be
brought more than one (1) year after the cause of action accrues, regardless of
legal theory, except as extended by law for willful fraud or concealment.
18. ATTORNEY’S FEES
If Superien retains an attorney to enforce this Agreement,
it shall be entitled to recover its reasonable attorney’s fees and costs,
including on appeal.
19. FORCE MAJEURE AND DELAYS
Neither Party shall be liable for delay or failure caused by
events beyond its control, including acts of God, cyberattacks, or vendor
outages. If Client, its vendors, or other third parties cause delays that
impact Superien’s performance or schedule, Superien may adjust its timeline,
deliverables, or fees accordingly.
20. NON-SOLICITATION
Client shall not solicit or hire Superien’s employees or
contractors during this Agreement and for two (2) years thereafter. Breach will
result in liquidated damages equal to 200% of the employee’s annual salary or
$25,000, whichever is greater.
21. DISPUTE RESOLUTION
Before commencing litigation, the Parties shall first
attempt in good faith to resolve any dispute arising under this Agreement
through discussions between senior executives. If no resolution is reached
within thirty (30) days, either Party may pursue any remedies available at law
or in equity.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon. Exclusive venue and
jurisdiction shall lie in the state and federal courts located in Clackamas
County, Oregon.
23. ASSIGNMENT AND CHANGE OF CONTROL
Superien may assign or transfer this Agreement, in whole or
in part, to any successor entity, affiliate, or purchaser of its business
without Client’s consent. Client may not assign or transfer this Agreement or
any rights or obligations hereunder without Superien’s prior written consent.
Any attempted assignment in violation of this provision shall be null and void.
This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns.
24. ENTIRE AGREEMENT AND AMENDMENT
This GTC and the PSA together constitute the entire
agreement between the Parties and supersede all prior agreements or
understandings regarding the subject matter. Modifications must be in writing
and signed by both Parties. Electronic signatures are binding.
If you have questions regarding these General Terms and
Conditions, or if you would like to request a copy of the version in effect at
the time your Agreement was executed, please contact Superien Technology,
Inc. at [email protected].
For contractual or billing-related matters, please contact
your designated Superien account representative.
