Terms & Conditions

MASTER SERVICES AGREEMENT TERMS AND CONDITIONS

This Master Services Agreement Agreement governs the relationship between Primisys Computer Systems and Support, LLC ("Primisys") and the entity or individual executing a Statement of Work or purchasing services Client. By executing a Statement of Work, subscribing to services, or utilizing Primisys infrastructure, Client agrees to be bound by these Terms and Conditions.

  1. Scope of Services

    Primisys provides integrated technology operations across three distinct service verticals. Specific definitions, deliverables, timelines, and commercial parameters for individual engagements will be set forth in a mutually executed Statement of Work SOW or Service Order form, which shall incorporate this Agreement by reference.

  • IT Consulting Services: Includes strategic technology analysis, architecture design, systems integration, security auditing, and professional advisory workflows.

  • Custom Software Development: Includes software engineering, database architecture, API development, front-end design, application lifecycle management, and testing activities.

  • Datacenter Hosting Services: Includes provision of managed infrastructure, colocation, cloud virtualization compute, network transit, physical storage, and environmental maintenance.

  1. Client Obligations and Access

    The successful execution of services requires active Client collaboration. Client shall:

  • Provide timely, accurate, and complete access to digital assets, source code repositories, API credentials, technical staff, and facilities as reasonably required by Primisys.

  • Designate a primary technical point of contact with binding authority to approve deliverables, modify project scopes, and sign off on milestone completions.

  • Maintain independent, validated backups of all data, scripts, and applications prior to the commencement of any on-premise or systemic infrastructure modifications by Primisys.

  1. Fees, Invoicing, and Financial Terms

    Client agrees to compensate Primisys in accordance with the rates specified in the applicable SOW or Service Order.

  • Billing Models: Consulting services are billed on a Time and Materials T and M basis unless fixed fee terms are specifically stipulated. Custom software milestones are invoiced upon achievement of defined deliverable stage gates. Hosting services are billed recurringly in advance on a monthly or annual billing cycle.

  • Payment Windows: All invoices are payable within thirty 30 days of the invoice issuance date Net 30 unless alternative terms are specified on the order document.

  • Late Delinquencies: Past-due balances are subject to a finance charge of 1.5 percent per month or the maximum legal limit, whichever is lower. Primisys reserves the right to suspend software deployments, technical support, and infrastructure hosting access if any balance remains unpaid forty-five 45 days past due.

  • Taxation liabilities: Fees are exclusive of sales, use, excise, or value-added taxes, all of which remain the statutory obligation of the Client.

  1. Custom Software Development and Intellectual Property

4.1 Allocation of Rights

Conditioned upon the absolute, full, and final payment of all applicable engineering fees, Primisys transfers, assigns, and conveys to Client all right, title, and interest in the custom software code, database schemas, and unique visual assets specifically engineered for Client under a valid SOW Deliverables.

4.2 Background Intellectual Property

Primisys retains exclusive ownership of all pre-existing software architectures, frameworks, software components, boilerplate code, libraries, and automated tools utilized during development Primisys Background IP. To the extent that Primisys Background IP is embedded within the final Deliverables, Primisys grants Client a non-exclusive, perpetual, royalty-free, worldwide license to use, execute, and display such Primisys Background IP solely as an integrated component of the Deliverables.

4.3 Open Source Components

Software deliverables may contain third-party open-source software libraries. These components are governed strictly by their respective open-source licensing regimes such as MIT, Apache, GNU, and Client agrees to comply with all such licensing provisions.

  1. Datacenter Hosting and Managed Services

5.1 Infrastructure Availability

Primisys provides datacenter hosting infrastructure subject to the specific availability and uptime metrics detailed in the Service Level Agreement SLA appended to the hosting Service Order. If no explicit SLA is attached, Primisys targets a standard 99.9 percent network and power infrastructure availability window, excluding scheduled maintenance blocks.

5.2 Acceptable Use Policy AUP

Client shall utilize the hosting infrastructure in complete compliance with all applicable local, national, and international laws. Client explicitly agrees not to host, transmit, or distribute content that:

  • Infringes upon any third-party intellectual property or privacy rights.

  • Contains malware, rootkits, ransomware, botnet command systems, or phishing infrastructure.

  • Engages in unauthorized network scanning, denial-of-service DoS originations, or systematic spamming distributions.

    Primisys retains absolute discretionary authority to isolate, restrict, or suspend any hosted environment found to be causing severe network degradation, actively attacked, or operating in flagrant violation of this Acceptable Use Policy.

5.3 Data Sovereignty and Security

Primisys implements standard logical access firewalls and physical facility controls. Client maintains ultimate custodial ownership and administrative responsibility for data encryption, application-level vulnerabilities, software patching, access credential hygiene, and user authentication management.

  1. Confidentiality

    Each party Receiving Party agrees to protect all non-public technical, proprietary, financial, and commercial information disclosed by the other party Disclosing Party using at least the same degree of care it uses to protect its own sensitive operational information, but no less than a reasonable standard of care. The Receiving Party shall not utilize or distribute Confidential Information for any purpose outside the explicit operational execution of this Agreement. Confidentiality exclusions apply to information that is or becomes publicly available through no fault of the Receiving Party, is independently developed without reference to the Disclosing Party information, or is legally compelled to be disclosed via a valid judicial or governmental subpoena, provided prompt notification is delivered to the Disclosing Party.

  2. Warranties and Disclaimers

    Primisys warrants that its IT consulting and custom software development services will be executed in a professional, workmanlike manner conforming to prevailing corporate technology sector standards. Custom software is delivered with a limited ninety 90 day operational warranty post-deployment, during which Primisys will remediate reproducible defects that constitute a material deviation from the finalized SOW specifications at no additional charge. This warranty does not cover issues arising from Client modifications, third-party API breakages, or unapproved operating environment changes. EXCEPT AS EXPRESSLY STATED HEREIN, PRIMISYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEROPERABILITY, OR ERROR-FREE, UNINTERRUPTED INFRASTRUCTURE OPERATION. ALL HOSTING CAPABILITIES ARE OFFERED ON AN AS IS AND AS AVAILABLE BASELINE.

  3. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, DATA CORRUPTION, SYSTEM DOWN-TIME, OR REPUTATIONAL COGNIZANCE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE LEGAL THEORY ADVANCED. PRIMISYS’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE BROUGHT UNDER A SPECIFIC ENGAGEMENT SHALL NOT EXCEED THE TOTAL FISCAL FEES ACTUALLY PAID BY CLIENT TO PRIMISYS FOR THE SPECIFIC SERVICE OR STATEMENT OF WORK GIVING RISE TO THE LIABILITY IN THE TWELVE 12 MONTH WINDOW IMMEDIATELY PRECEDING THE CLAIM EVENT.

  4. Indemnification

    Client agrees to defend, indemnify, and hold harmless Primisys, its directors, engineering staff, and infrastructure partners from and against any third-party claims, liabilities, losses, damages, or costs including reasonable legal representation fees arising from: a Client's violation of the Acceptable Use Policy; b allegations that datasets or materials uploaded to the hosting environment or provided for engineering integration violate the intellectual property or data privacy rights of a third party; or c catastrophic system failures resulting from unauthorized Client adjustments to infrastructure configurations.

  5. Term and Termination

    This Agreement commences upon the effective date of execution and remains active until terminated as provided herein.

  • Termination for Convenience: Either party may terminate this Agreement by providing sixty 60 days written notice, provided all outstanding SOW obligations, software milestone payments, and minimum hosting commitment terms have been fulfilled.

  • Termination for Material Breach: Either party may terminate an SOW or this overarching Agreement if the other party commits a material breach and fails to cure such breach within thirty 30 days of receiving explicit written notice detailing the non-compliance.

  • Data Retrieval Window: Upon termination of hosting services, Client shall have a maximum window of fifteen 15 calendar days to export Client data. Following this period, Primisys will securely decommission the environment and erase associated data volumes in accordance with standard data sanitation patterns.

  1. Miscellaneous Provisions

  • Governing Law and Jurisdiction: This Agreement shall be construed and enforced under the laws of the specified state or country, without regard to its conflict of law principles. Any legal action arising from this Agreement must be initiated in local courts of competent jurisdiction.

  • Force Majeure: Neither party shall be liable for performance delays or failures caused by events beyond its reasonable control, including acts of God, widespread cyber-warfare operations, fiber-optic line cuts by municipal entities, global supply chain blockades, or regional grid failures.

  • Independent Contractor Status: The relationship established is strictly that of independent contractors. No agency, partnership, joint venture, or employer-employee framework is created hereby.

  • Severability: If any provision of this Agreement is adjudicated invalid or unenforceable, that provision will be modified to reflect the parties' original intent as closely as legally possible, and the remaining provisions shall continue in full force.

  • Entire Agreement: This document, alongside valid SOWs and appended SLAs, constitutes the entire consensus between the parties and supersedes all prior oral or written frameworks, marketing collaterals, or initial proposals.