Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

1. Agreement means these Terms of Service, together with any SOW, Order Form, or amendment signed by both parties.
2. Client means the individual or legal entity that engages GWS Empire for services or accesses the website.
3. Confidential Information means any non-public information disclosed by one party to the other, whether written or oral.
4. Deliverables means the work products, designs, code, documentation, and other materials produced by GWS Empire under a SOW.
5. GWS Empire means GWS EMPIRE LLC, its employees, contractors, and authorised representatives.
6. Services means computer systems design, integration, consultation, and related offerings described on the website or in a SOW.
7. SOW means a Statement of Work detailing the scope, timeline, fees, and deliverables for a specific engagement.
8. Website means www.gwsempire.hair and any associated subdomains.

2. Acceptance and Scope

By accessing the website, submitting an inquiry, executing a SOW, or using any services, the Client agrees to these Terms of Service. The terms apply to all website visitors, clients, and users without exception.

GWS Empire reserves the right to update these terms at any time. Material changes will be communicated via email or a prominent website notice. Continued use after changes constitutes acceptance of the revised terms.

3. Services Description

GWS EMPIRE LLC provides computer systems design and integrated systems engineering services. The specifics of each engagement are documented in a SOW or Order Form signed by both parties. Services may include:

• Systems architecture design and consulting
• Cloud infrastructure planning, migration, and management
• Embedded systems development and IoT integration
• Enterprise network engineering and cybersecurity hardening
• Managed operations, monitoring, and incident response
• Technical due diligence and systems audits
• Custom software development and API integration

GWS Empire may, at its sole discretion, accept or decline any engagement. All services are provided subject to the availability of qualified personnel and resources.

4. Client Obligations

To enable GWS Empire to perform services effectively, the Client agrees to:

1. Provide accurate, complete, and timely information regarding requirements, systems, and constraints.
2. Grant reasonable access to facilities, systems, networks, and personnel as necessary for service delivery.
3. Obtain and maintain all necessary permissions, licences, and consents for data and systems provided to GWS Empire.
4. Designate a single point of contact authorised to make decisions and approve deliverables.
5. Pay all fees and expenses in accordance with the agreed payment schedule.
6. Notify GWS Empire immediately of any security incidents, system changes, or compliance issues that may affect services.
7. Not use the services or deliverables for any illegal, fraudulent, or unauthorised purpose.

Failure to meet these obligations may result in delays, additional costs, or termination of services, for which GWS Empire shall not be liable.

5. Fees and Payment

All fees are denominated in United States Dollars unless otherwise agreed in writing.

1. Fees for services are as set forth in the applicable SOW or Order Form.
2. Invoices are due within 30 calendar days of the invoice date, unless otherwise specified.
3. Late payments shall incur interest at a rate of 1.5 percent per month, or the maximum rate permitted by law, whichever is lower.
4. The Client is responsible for all applicable taxes, duties, and levies, excluding taxes based on GWS Empire net income.
5. GWS Empire may suspend services if any invoice remains unpaid for 15 days beyond the due date.
6. Expenses reasonably incurred in performing services, including travel and third-party software licensing, will be reimbursed by the Client.

6. Intellectual Property

The following provisions govern intellectual property rights between the parties:

1. Pre-Existing Materials: Each party retains all rights to intellectual property developed independently of the engagement.
2. Deliverables: Upon full payment of all fees, GWS Empire assigns to the Client all rights in the custom deliverables created specifically for that engagement, subject to the licence in subsection 3.
3. GWS Empire Tools: GWS Empire retains ownership of all pre-existing tools, frameworks, libraries, methodologies, and know-how used in providing services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such tools solely as incorporated into the deliverables.
4. Feedback: Any suggestions, enhancement requests, or feedback provided by the Client may be used by GWS Empire without obligation or compensation.
5. Third-Party Components: Open source or third-party components included in deliverables remain subject to their respective licences.

7. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the engagement.

1. Confidential Information shall not be disclosed to third parties without the disclosing partys prior written consent, except as required by law.
2. Each party shall protect the others Confidential Information using at least the same degree of care it uses for its own similar information.
3. The obligation of confidentiality survives for five years after the termination of the agreement, or indefinitely for trade secrets.
4. Information that is publicly known, independently developed, or rightfully received from a third party without restriction is not Confidential Information.
5. Upon request, each party shall return or destroy the others Confidential Information, subject to legal retention requirements.

8. Warranties and Disclaimers

GWS Empire warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. The Client warrants that it has the authority to enter into this agreement and to grant the rights described herein.

Except as expressly stated in this section, all services and deliverables are provided as is, without warranty of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. GWS Empire does not warrant that the deliverables will be error-free or that their operation will be uninterrupted.

9. Limitation of Liability

To the maximum extent permitted by applicable law, GWS EMPIRE LLCS total liability arising out of or relating to these terms or the services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the specific services giving rise to the claim in the twelve months preceding the event.

In no event shall GWS Empire be liable for any indirect, incidental, consequential, special, or exemplary damages, including lost profits, loss of data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

Some jurisdictions do not allow limitations of liability for certain types of damages, so the above limitations may not apply in full. In such cases, liability is limited to the greatest extent permitted by law.

10. Indemnification

1. Client Indemnity: The Client agrees to indemnify, defend, and hold harmless GWS EMPIRE LLC, its officers, employees, and agents from any claims, damages, liabilities, and expenses arising from the Clients breach of these terms, misuse of services, or violation of applicable law.
2. GWS Empire Indemnity: GWS Empire agrees to indemnify the Client against third-party claims that deliverables infringe valid intellectual property rights, provided the Client promptly notifies GWS Empire and cooperates in the defence.
3. Mitigation: If a deliverable becomes subject to an infringement claim, GWS Empire may, at its option: (a) procure the right to continue using the deliverable; (b) modify it to be non-infringing; or (c) replace it with substantially equivalent functionality.

11. Termination

1. Termination for Convenience: Either party may terminate the agreement for any reason upon 30 days written notice.
2. Termination for Cause: Either party may terminate immediately if the other party breaches a material term and fails to cure within 15 days of written notice.
3. Termination for Insolvency: Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases operations.
4. Effect of Termination: Upon termination, the Client shall pay all fees and expenses accrued through the termination date. Sections 6, 7, 8, 9, 10, and 12 of these Terms survive termination.

12. General Provisions

1. Governing Law: These terms are governed by the laws of the State of Utah, without regard to its conflict of laws principles.
2. Dispute Resolution: Any dispute arising from these terms shall first be resolved through good-faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration in Utah County, Utah, in accordance with the rules of the American Arbitration Association.
3. Severability: If any provision of these terms is found to be unenforceable, the remaining provisions remain in full force and effect.
4. Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
5. Entire Agreement: These terms, together with any SOW or Order Form, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
6. Amendment: No amendment to these terms is effective unless in writing and signed by both parties.
7. Electronic Signatures: Electronic signatures are deemed original signatures for purposes of enforceability.
8. Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of government, pandemic, labour disruptions, and internet outages.
9. Notices: All legal notices shall be in writing and sent to the address listed on the website or in the SOW, or to such other address as a party may designate in writing.
10. Relationship: Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13. Website Use Terms

In addition to the general terms, the following apply specifically to use of the GWS Empire website:

1. You may not use the website for any unlawful purpose or in violation of applicable laws.
2. You may not attempt to gain unauthorised access to any part of the website, servers, or connected systems.
3. You may not introduce malicious code, viruses, or any harmful technology to the website.
4. You may not scrape, reproduce, distribute, or create derivative works from website content without prior written permission.
5. All website content, including text, graphics, logos, and software, is the property of GWS EMPIRE LLC or its licensors and is protected by intellectual property laws.

14. Contact Information

For questions, concerns, or legal correspondence regarding these Terms of Service:

• Developer: GWS Empire
• Organization: GWS EMPIRE LLC
• Address: 577 W 1000 N, Orem, Utah 84057-3074, United States
• Email: reach@gwsempire.hair
• Phone: +1 661 761 7878
• Website: www.gwsempire.hair