Terms and Conditions
Effective Date: September 4, 2025
Company: VAMS Technologies LLC (“VAMS,” “we,” “us,” or “our”)
These Terms and Conditions (“Terms”) govern the use of our website, software, SaaS solutions, IT development, consulting, staff augmentation, and related services (“Services”). By using our Services, you agree to these Terms.
1. Scope of Services
- VAMS provides IT development, SaaS implementation/hosting, ERP solutions, consulting, and staff augmentation.
- Any additional services require a written agreement or change order.
- Estimates are non-binding unless specified in a signed proposal or Statement of Work (“SOW”).
2. Client Responsibilities
- Provide timely access to systems, data, personnel, and approvals.
- Maintain valid software licenses and compliance with applicable laws/regulations.
- Delays caused by the client may adjust project timelines and costs.
3. Fees and Payment
- Fees are due as stated in proposals or invoices.
- Late payments may incur 1.5% monthly interest or the maximum allowed by law.
- We may suspend Services for non-payment.
- All fees are exclusive of applicable taxes.
4. Intellectual Property
- Custom Deliverables: Upon full payment, client owns deliverables created specifically for them.
- Pre-existing Tools: VAMS retains ownership of methodologies, templates, and frameworks used in delivery.
- SaaS & Licenses: Provided on a subscription basis — licensed, not sold.
- Open-Source Software: May be incorporated under relevant licenses; client agrees to comply.
5. Data Protection & Privacy
- Both parties shall comply with data protection laws, including GDPR, CPRA, and the Texas Data Privacy and Security Act (TDPSA).
- Client remains controller of its data; VAMS is a processor/service provider.
- VAMS implements reasonable security measures but cannot guarantee absolute security.
6. Warranties & Disclaimers
- Services are provided with reasonable skill and care, but “as-is” without guarantees of uninterrupted or error-free operation.
- No implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7. Limitation of Liability
- VAMS’s liability is limited to the fees paid by client in the last 12 months.
- We are not liable for indirect, incidental, or consequential damages, including lost profits, lost data, or downtime.
8. Indemnification
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Client agrees to indemnify and hold harmless VAMS from claims arising out of:
- misuse of deliverables,
- client data or regulatory non-compliance,
- third-party claims based on client-provided materials.
- VAMS will indemnify client only for claims that our proprietary code infringes third-party IP rights, excluding misuse or unauthorized modifications.
9. Staff Augmentation
- Personnel assigned remain employees/contractors of VAMS.
- Client may not solicit, hire, or engage VAMS staff directly during engagement and for 12 months after, without written consent and a placement fee.
10. Third-Party Services
- VAMS may use subcontractors or third-party services (e.g., Odoo, AWS, Google Cloud).
- Client agrees to be bound by applicable third-party terms.
- VAMS disclaims liability for third-party service availability or performance.
11. Force Majeure
- VAMS is not liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, labor disputes, cyberattacks, or supply chain disruptions.
12. Termination
- Either party may terminate with 30 days’ written notice.
- Client must pay all outstanding fees upon termination.
- Upon request, VAMS will provide client data for 30 days post-termination; additional migration support may incur fees.
13. Governing Law & Dispute Resolution
- These Terms are governed by the laws of Texas, USA.
- Disputes shall be resolved through binding arbitration in Dallas, TX.
- Class actions and jury trials are waived to the fullest extent permitted by law.
14. Insurance
- VAMS maintains standard business liability coverage.
- For enterprise clients, VAMS may request proof of appropriate insurance coverage.
15. Changes to Terms
- We may update these Terms occasionally.
- The “Effective Date” will reflect the latest version, and continued use of Services constitutes acceptance.
16. Contact
For questions regarding these Terms, contact us at: