IMPORTANT DISCLAIMER: This is a sample document only and is provided for informational and illustrative purposes. It is NOT legal advice and should not be used as a substitute for professional legal counsel. The specific legal requirements for terms and conditions vary significantly based on your business type, the services you offer, your location, the location of your clients, and applicable laws (e.g., consumer protection, data privacy). You MUST consult with a qualified legal professional to draft or review your actual terms and conditions for agnoss Inc.
TERMS AND CONDITIONS FOR AGNOSS INC.
Last Updated: 02/01/2026
These Terms and Conditions (“Agreement”) govern the provision of professional services by agnoss Inc. (hereinafter “agnoss Inc.,” “we,” “us,” or “our”) to its clients (hereinafter “Client” or “you”). By engaging our services, you agree to be bound by these Terms and Conditions.
2.1 agnoss Inc. agrees to provide the Services as specifically outlined in a mutually agreed-upon SOW, Proposal, or Engagement Letter (“Service Agreement”). Each Service Agreement shall incorporate these Terms and Conditions by reference.
2.2 Any changes to the scope of Services must be agreed upon in writing by both agnoss Inc. and the Client and may result in adjustments to fees, timelines, and other terms.
2.3 Services not explicitly included in a Service Agreement are considered out of scope and may incur additional charges.
3.1 The Client agrees to cooperate with agnoss Inc. in all matters relating to the Services and to provide timely access to information, documents, systems, and personnel as reasonably required by agnoss Inc. to perform the Services.
3.2 The Client is responsible for the accuracy and completeness of all data and information provided to agnoss Inc.
3.3 The Client shall make timely decisions and provide approvals or feedback within agreed-upon timeframes. Delays caused by the Client’s failure to meet these responsibilities may impact project timelines and costs.
4.1 Fees: The Client agrees to pay agnoss Inc. the fees specified in the applicable Service Agreement. Unless otherwise stated, all fees are exclusive of applicable taxes (e.g., sales tax, VAT, GST), which will be added to invoices where required by law.
4.2 Invoicing: Invoices will be issued [e.g., monthly, upon completion of milestones, upon completion of Services, as per Service Agreement].
4.3 Payment Due Date: All invoices are due and payable within [e.g., fourteen (14)] days from the invoice date.
4.4 Late Payments: Payments not received by the due date may be subject to a late payment charge of [e.g., 1.5%] per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date of payment. agnoss Inc. reserves the right to suspend Services until all outstanding balances are paid.
4.5 Deposits/Upfront Payments: For certain projects, a deposit or upfront payment may be required before work commences, as specified in the Service Agreement.
4.6 Expenses: Reasonable out-of-pocket expenses incurred by agnoss Inc. in the performance of the Services (e.g., travel, software licenses, materials) will be invoiced separately at cost or at a pre-agreed rate, and require Client pre-approval for significant expenses.
4.7 Payments: all payments are bank transfer only. Checks are not accepted!
5.1 Term: This Agreement shall commence on the date the Client accepts these Terms and Conditions and shall continue until all Services under all active Service Agreements are completed or terminated earlier in accordance with this Section 5.
5.2 Termination for Convenience: Either party may terminate a Service Agreement for convenience by providing [e.g., thirty (30)] days’ prior written notice to the other party, unless otherwise specified in the Service Agreement.
5.3 Termination for Cause: Either party may terminate this Agreement or any Service Agreement immediately upon written notice if the other party:
a. Materially breaches any provision of this Agreement or a Service Agreement and fails to cure such breach within [e.g., thirty (30)] days after receiving written notice thereof;
b. Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
5.4 Effect of Termination: Upon termination of this Agreement or any Service Agreement:
a. The Client shall immediately pay agnoss Inc. for all Services performed and expenses incurred up to the date of termination.
b. Each party shall return or destroy (at the disclosing party’s option) all Confidential Information of the other party.
c. All provisions that by their nature should survive termination, including but not limited to Sections 6, 7, 8, 9, 10, 11, and 12, shall remain in full force and effect.
6.1 Both parties agree to keep all Confidential Information received from the other party confidential and to use such information only for the purpose of fulfilling their obligations under this Agreement.
6.2 Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to their employees, contractors, or legal/financial advisors who have a need to know and are bound by similar confidentiality obligations.
6.3 These confidentiality obligations shall not apply to information that:
a. Is or becomes publicly available through no fault of the receiving party;
b. Is rightfully known to the receiving party at the time of disclosure without restriction on use or disclosure;
c. Is independently developed by the receiving party without use of the disclosing party’s Confidential Information;
d. Is rightfully obtained by the receiving party from a third party without restriction on use or disclosure;
e. Is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow them to seek a protective order.
7.1. agnoss Inc. IP: All intellectual property rights (including copyrights, patents, trademarks, trade secrets) in and to agnoss Inc.’s pre-existing methodologies, tools, templates, software, and general know-how (“agnoss Inc. IP”) shall remain the sole property of agnoss Inc.
7.2. Client IP: All intellectual property rights in any materials, data, or information provided by the Client to agnoss Inc. for the purpose of the Services shall remain the sole property of the Client. The Client grants agnoss Inc. a non-exclusive, royalty-free license to use Client IP solely for the purpose of performing the Services.
7.3. Deliverables: Unless otherwise specified in a Service Agreement, upon full payment for the Services, agnoss Inc. assigns to the Client all intellectual property rights in the specific Deliverables created uniquely for the Client as part of the Services. agnoss Inc. retains the right to use its underlying agnoss Inc. IP, general techniques, and know-how developed or used in performing the Services.
8.1 agnoss Inc. Warranties: agnoss Inc. warrants that it will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards.
8.2 Client Warranties: The Client warrants that it has the full right and authority to enter into this Agreement and to provide all information and materials necessary for the performance of the Services.
8.3 Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 8.1, AGNOSS INC. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AGNOSS INC. DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE. AGNOSS INC. DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGNOSS INC. OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, EVEN IF AGNOSS INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 AGNOSS INC.’S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO AGNOSS INC. FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE [E.g., SIX (6)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The Client agrees to indemnify, defend, and hold harmless agnoss Inc., its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Client’s breach of any term of this Agreement; (b) any third-party claims arising from the Client’s use of the Services or Deliverables in violation of this Agreement; or (c) any third-party claims alleging that Client-provided materials infringe the intellectual property rights of a third party.
11.1 If the Services involve the processing of personal data, the parties agree to comply with all applicable data protection laws and regulations.
11.2 agnoss Inc.’s collection, use, and processing of personal data are governed by its Privacy Policy.
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Texas, USA, of agnoss Inc.’s primary operations, , without regard to its conflict of law principles.
12.2. Dispute Resolution:
a. Negotiation: The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation.
b. Mediation/Arbitration: If negotiation fails, the parties agree to consider non-binding mediation or binding arbitration conducted in Houston, Texas of agnoss Inc.’s legal jurisdiction, before pursuing litigation.
c. Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Houston, TX, USA of agnoss Inc.’s legal jurisdiction, and the parties hereby consent to the personal jurisdiction and venue therein.
13.1 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
13.2 Assignment: The Client may not assign its rights or obligations under this Agreement without the prior written consent of agnoss Inc. agnoss Inc. may assign its rights and obligations under this Agreement without the Client’s consent.
13.3 Entire Agreement: This Agreement, together with any applicable Service Agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.
13.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Amendments: This Agreement may only be amended by a written document signed by authorized representatives of both parties.
13.6 Waiver: No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is asserted.
13.7 Notices: All notices required or permitted under this Agreement shall be in writing and sent to the respective addresses specified in the Service Agreement or such other address as either party may designate by notice.
By engaging agnoss Inc. for services, the Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.
