Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites hmtech.one and cloud8data.com (the "Sites"), and the data solution architecture, consulting, and related services (the "Services") provided by HM Tech Solutions LLC ("Company," "we," "us," or "our"), a Virginia limited liability company based in Reston, Virginia.

By accessing the Sites or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use the Sites or Services.

1. Services Overview

HM Tech Solutions LLC provides enterprise data solution architecture services, including but not limited to:

• Data architecture design and strategy.
• Data warehouse and lakehouse implementation.
• Cloud infrastructure and migration (AWS, Azure, GCP).
• Data governance, classification, and quality management.
• ETL/ELT pipeline engineering.
• AI/ML and LLM readiness assessments.
• KPI dashboards and business intelligence.
• Training, strategy leadership, and program management.

Services are delivered under the brands hmtech.one and cloud8data.com, both operated by HM Tech Solutions LLC.

2. Engagement Terms

2.1 Scope of Work

All service engagements are governed by a separate Statement of Work ("SOW") or engagement agreement executed between the Company and the Client. The SOW defines the scope, deliverables, timeline, pricing, and specific terms for each engagement. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail.

2.2 Engagement Models

We offer multiple engagement models to meet different business needs:

• Fixed-Price Engagements: A defined scope of work delivered for a fixed fee. Changes in scope require a written change order.
• Time & Materials: Services billed based on actual hours worked at agreed-upon rates.
• Performance-Based Pricing: Fees tied to measurable business outcomes, with base fees and performance bonuses defined in the SOW. Performance metrics, measurement methodology, and bonus thresholds are established in writing before engagement commencement.
• Retainer: Ongoing advisory and support services for a recurring monthly fee.

2.3 Client Responsibilities

Clients are responsible for providing timely access to systems, data, personnel, and information necessary for the Company to deliver Services. Delays caused by the Client may result in timeline adjustments and additional charges as outlined in the SOW.

3. Payment Terms

3.1 Invoicing and Payment

Unless otherwise specified in the SOW:

• Invoices are issued at milestones defined in the SOW or on a monthly basis for time-and-materials engagements.
• Payment is due within 30 days of invoice date (Net 30).
• Payments may be made via bank transfer (ACH/wire) or credit card through Stripe.

3.2 Late Payments

Overdue invoices accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). The Company reserves the right to suspend Services if payment is more than 30 days overdue after written notice.

3.3 Performance-Based Fees

For performance-based engagements, the base fee is invoiced per the schedule in the SOW. Performance bonuses are invoiced upon verified achievement of the agreed-upon metrics. Disputes regarding metric achievement are resolved per Section 11.

4. Intellectual Property

4.1 Client Data

All data, information, and materials provided by the Client ("Client Data") remain the exclusive property of the Client. The Company accesses Client Data solely to perform the Services and will not use Client Data for any other purpose.

4.2 Deliverables

Unless otherwise specified in the SOW, upon full payment, the Client receives ownership of all custom deliverables created specifically for the Client during the engagement ("Custom Deliverables"), including architectures, code, configurations, documentation, and reports.

4.3 Company Tools and Methodologies

The Company retains ownership of all pre-existing tools, frameworks, templates, methodologies, and general knowledge ("Company IP") used in delivering the Services. The Client receives a non-exclusive, perpetual license to use Company IP as incorporated into the Custom Deliverables.

4.4 Feedback and Improvements

General knowledge, techniques, and insights gained during an engagement (excluding Client Data and confidential information) may be used by the Company to improve its services, methodologies, and tools.

5. Confidentiality

Both parties agree to keep confidential any non-public information received during the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law or to service providers bound by confidentiality obligations. Confidentiality obligations survive termination of the engagement for a period of three (3) years.

6. Limitation of Liability

7. Warranties and Disclaimers

7.1 Service Warranty

The Company warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Services fail to meet this warranty, the Company will, at its option, re-perform the deficient Services or refund the fees paid for the deficient portion, provided the Client notifies the Company in writing within 30 days of delivery.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT SPECIFIC BUSINESS OUTCOMES WILL BE ACHIEVED (EXCEPT AS DEFINED IN A PERFORMANCE-BASED SOW).

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of Deliverables in a manner not contemplated by the SOW; or (c) any third-party claim related to Client Data provided to the Company.

9. Term and Termination

9.1 Term

These Terms are effective as of your first access to the Sites or engagement of Services and continue until terminated.

9.2 Termination for Convenience

Either party may terminate an engagement by providing 30 days' written notice. The Client shall pay for all Services performed and expenses incurred through the effective date of termination.

9.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or the SOW and fails to cure within 15 days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

9.4 Effect of Termination

Upon termination, the Company will deliver all completed and in-progress work product (upon payment of fees due). Sections 4, 5, 6, 7, 8, and 11 survive termination.

10. SMS/Text Messaging Terms

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

11.2 Informal Resolution

Before initiating any formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of at least 30 days.

11.3 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration administered in Fairfax County, Virginia, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

11.4 Exceptions

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information without first engaging in arbitration.

12. Website Use

12.1 Acceptable Use

You agree not to use the Sites to:

• Violate any applicable law or regulation.
• Transmit malicious code, spam, or harmful content.
• Attempt to gain unauthorized access to our systems or data.
• Scrape, crawl, or otherwise extract content without permission.
• Interfere with the operation or security of the Sites.

12.2 Availability

We strive to maintain Site availability but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any part of the Sites at any time without notice.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with any executed SOW, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

13.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

13.4 Assignment

The Client may not assign these Terms or any SOW without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or infrastructure failures.

13.6 Notices

All notices under these Terms shall be in writing and sent to the addresses specified in the SOW, or by email to info@hmtech.one for notices to the Company.

14. Contact Us

If you have questions about these Terms, please contact us: