2W Technologies, INC General Terms and Conditions

2W Technologies, INC. (2W Tech) Terms and Conditions

General Terms

Liability

2W Tech disclaims all express or implied warranties regarding the services provided, including their quality or fitness for a particular purpose. In no event shall 2W Tech be liable for lost profits, business, data, or for any direct, indirect, or consequential damages arising from the use or inability to use the services. 2W Tech’s liability shall not exceed the amount paid for services in the year the claim arose. 2W Tech does not guarantee results under the Client’s agreement but merely agrees to use reasonable diligence in attempting to accomplish its obligations and shall be entitled to payment on that basis.

Confidentiality

2W Tech and its agents will not use or disclose Client information except as necessary to or consistent with providing contracted services and will protect against unauthorized use.

Force Majeure

2W Tech shall not be liable for delays or failures in performance due to causes beyond its control, including acts of God, government actions, war, strikes, or unavailability of necessary goods or services.

Non-Solicitation

Client hereby acknowledges that 2W Tech has entered into restrictive covenant agreements with its employees and contractors who provide IT Consulting Services to Client, and that said agreements are invaluable to 2W Tech because they protect the legitimate business interests of 2W Tech. Moreover, Client acknowledges that 2W Tech would suffer irreparable harm if an employee assigned to Client were to violate his/her restrictive covenant agreement. In recognition of these acknowledgments, Client hereby agrees that during the term of their agreement, and for a period of two (2) years following the termination of their agreement, it will not directly or indirectly, on its own behalf or on behalf of another person or entity Solicit (defined as the act or instance of requesting or seeking to obtain an outcome, regardless of who initiated contact) or attempt to Induce (defined as the act or instance of persuading or influencing someone to do something, regardless of who initiated contact) any 2W Tech employee who was assigned to Client during the term of their Agreement to:

Terminate his/her employment with 2W Tech; and/or
Provide computer software technical support, customization, maintenance, training, and consulting services individually or on behalf of another entity which directly competes with 2W Tech.

Client specifically recognizes and agrees the damages to 2W Tech that may arise due to breach of the foregoing restrictions are not readily ascertainable. Therefore, Client and 2W Tech agree that, in the event of Client’s breach of the non-solicitation covenant set forth above, 2W Tech shall be entitled to: (a) immediately terminate their Agreement; (b) obtain relief by temporary restraining order, temporary (or preliminary) injunction, or permanent injunction, as issued by a court of law; (c) recover any and all monetary damages 2W Tech may incur as a result of said breach or violation of the employee’s covenant; (d) obtain any other legal and equitable relief to which 2W Tech may be entitled; and (e) recover all attorneys’ fees and costs incurred by 2W Tech in successfully obtaining such relief or damages. 2W Tech may pursue any remedy available to it, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedies.

Payments

2W Tech requires an electronic payment method (credit card or ACH) to be maintained on file. Unless authorized by the client or otherwise specified, this payment method will be used solely for invoices outstanding for more than twenty (20) days past the agreed upon payment terms. If a payment method is removed without providing a valid replacement, services may be suspended until a new electronic payment method is provided.

Taxes

As the fees set forth and/or equipment in this Statement of Work do not include any sales, use or value added taxes or any other governmental duties, taxes or charges, and all such taxes, duties, and charges shall be borne by Client.

Termination for Convenience

The Client may terminate their agreement for convenience by providing sixty (60) days’ written notice and paying any applicable early termination fees. Early termination fees, calculated as fifty percent (50%) of the remaining contracted fees, due immediately upon termination. If the Client has a binding agreement with a software publisher (e.g., Microsoft) facilitated through 2W Tech, they are responsible for all remaining contractual fees, payable as an early termination fee. Upon early termination, 2W Tech will inform the Client of the performance completed until the termination date and deliver all work in progress upon full payment of outstanding amounts. 2W Tech will conclude its work in a commercially reasonable manner and preserve any valuable items created prior to termination.

Termination for Cause

If either party commits a material breach of any Work Statement and fails to remedy the breach after receiving written notice from the other party, the non-defaulting party may terminate their agreement. The defaulting party must begin to remedy the breach within the notice period and substantially resolve the issue within ninety (90) days. If not reasonably curable within this timeframe, the non-defaulting party may set a Termination Date following the ninety (90) day period.

Termination for Nonpayment

If the Client defaults on any payment due to 2W Tech and does not cure the default within thirty (30) days after receiving written notice, 2W Tech may terminate their agreement. The Client agrees to pay collection costs, reasonable attorney fees, and court costs incurred for account collection.

Jurisdiction

All agreements shall be governed by the laws of the State of Wisconsin. Legal proceedings shall be held in the state or federal courts with competent jurisdiction in Waukesha County, Wisconsin.

Expenses

The Client will reimburse 2W Tech for reasonable travel expenses incurred in performing the services outlined in this quote. Receipts are available on request. Guidelines for expenses include:

Travel time billed at $75/hour per person.
Airfare/train travel in Economy class.
Lodging at reasonable costs near the Client’s location.
Midsize or full-size rental cars, plus gas and mileage.
Personal auto mileage at the published IRS rate, including parking and tolls.
Meals at actual cost, up to $75 per day per person, adjusted for regional variations.

Working Hours

Normal working hours are Monday to Friday, 8:00 AM – 5:00 PM CT. Work outside these hours may be billed at a higher rate. After five (5) hours of on-site work, a full day will be invoiced.

Custom Work

Customizations, reports, and dashboards are guaranteed only for the software version they were created for. Client testing shall not exceed thirty (30) days; beyond that, the project will be considered delivered, and any remaining charges will be due. All work remains the property of 2W Tech, and the Client agrees not to alter or distribute any part of the application or customization defined in this quote.

Remote Access

Remote work quotes are based on specific, standard 2W Tech connection methods (Screen Connect, RDP, AVD, VPN). Verified remote access is required before work can begin. Alternative connection options may incur additional fees.

Scheduling Changes

Requests for changes that require additional work will be billed at the applicable consultant rate.

Meeting Cancellation Policy

Cancellations with less than 7 days’ notice: Any scheduled meetings or consulting sessions cancelled with less than seven (7) days prior notice, will incur a charge of 100% of the scheduled hours for all impacted resources.
Cancellations with 8 to 14 days’ notice: Any scheduled meetings or consulting sessions cancelled with eight (8) to fourteen (14) days prior notice, will incur a charge of 50% of the scheduled time for all impacted resources.

Artificial Intelligence (AI)

AI Model Performance. 2W Technologies, INC (2W Tech) does not guarantee the accuracy, completeness, or reliability of the AI models provided. The Client acknowledges that AI models are and may produce incorrect or unexpected results. The Client assumes all risks associated with the use of AI models and agrees that 2W Tech shall not be liable for any damages resulting from the use of AI models.
Data Quality and Integrity. The performance of AI models is highly probabilistic, dependent on the quality and integrity of the data provided by the Client. 2W Tech shall not be liable for any issues arising from inaccurate, incomplete, or corrupted data supplied by the Client.
Compliance with Laws and Regulations. The Client is responsible for ensuring that the use of AI models complies with all applicable laws and regulations, including but not limited to data protection and privacy laws. 2W Tech shall not be liable for any legal or regulatory violations resulting from the Client’s use of AI models.
Ethical Use of AI. The Client agrees to use the AI models ethically and responsibly. 2W Tech shall not be liable for any misuse of AI models, including but not limited to discrimination, bias, or any other unethical practices.
Security and Confidentiality. While 2W Tech implements industry-standard security measures to protect data and AI models, it does not guarantee absolute security. The governance of the client’s data is managed by the client’s acceptable use policies and network security profile. The Client acknowledges that there are inherent risks in data transmission and storage of any data, and 2W Tech shall not be liable for any data breaches or unauthorized access.
Limitation of Liability. In addition to the general limitation of liability clause, 2W Tech’s total liability for any AI-specific claims shall not exceed the total fees paid by the Client for the AI services under the applicable agreement. 2W Tech shall not be liable for any indirect, incidental, or consequential damages arising from the use of AI models.
The Client agrees to indemnify, defend, and hold harmless 2W Tech from any claims, damages, losses, or expenses arising out of or related to the Client’s use of AI models, including but not limited to claims of infringement, misuse, or violation of laws and regulations.