Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Evolan Technology Group ("Evolan," "we," "us," or "our") regarding your use of our website evolan.us and IT services.

By accessing our website, requesting a consultation, or engaging our services, you agree to be bound by these Terms. If you do not agree with these Terms, you must not use our services.

2. Services Description

Evolan provides comprehensive IT services including but not limited to:

• Managed IT services and support
• Restaurant POS systems implementation and support (Toast, Square, Micros)
• Custom web development and design
• Cloud services and migration
• Cybersecurity solutions and compliance
• Network infrastructure setup and management
• Disaster recovery and business continuity planning
• Technical consulting and strategic IT planning

Specific services, deliverables, timelines, and pricing will be detailed in separate Service Agreements, Statements of Work (SOW), or Master Service Agreements (MSA) entered into between Evolan and Client.

3. Service Agreements

3.1 Scope of Work

All services will be provided according to the agreed-upon scope of work documented in the applicable Service Agreement or SOW. Any changes to the scope of work must be requested in writing and approved by both parties.

3.2 Service Level Agreement (SLA)

For managed IT services, specific performance metrics and response times will be defined in the SLA, which may include:

• Response times for support requests (typically 15 minutes for critical issues)
• System uptime guarantees
• Resolution time objectives
• Rapid response times for critical issues
• Escalation procedures

3.3 Term and Termination

Service Agreements will specify the initial term and renewal conditions. Either party may terminate services with written notice as specified in the Service Agreement (typically 30-60 days). Immediate termination may occur in cases of material breach or non-payment.

4. Fees and Payment

4.1 Pricing

Service fees will be specified in the applicable Service Agreement and may include:

• Fixed monthly fees for managed services
• Project-based fees for web development and implementation
• Hourly rates for ad-hoc consulting or support
• Hardware, software, and licensing costs (passed through at cost or with agreed markup)

4.2 Payment Terms

Unless otherwise specified, payment terms are Net 15 days from invoice date. Invoices are typically issued monthly for recurring services or upon project milestones for project-based work.

4.3 Late Payments

Late payments may be subject to a service charge of 1.5% per month (or the maximum rate permitted by law, whichever is less). Evolan reserves the right to suspend services for accounts more than 30 days past due until payment is received.

4.4 Disputes

Any disputes regarding invoices must be submitted in writing within 15 days of invoice date. Undisputed portions of invoices remain due and payable.

5. Client Responsibilities

Client agrees to:

• Provide timely access to systems, facilities, and personnel as needed
• Provide accurate and complete information required for service delivery
• Maintain appropriate backups of critical data (in addition to backups maintained by Evolan)
• Follow security best practices and policies recommended by Evolan
• Notify Evolan promptly of any system issues or security concerns
• Pay invoices according to agreed payment terms
• Designate authorized contacts for service requests and approvals
• Review and approve deliverables within specified timeframes

6. Confidentiality

6.1 Definition

"Confidential Information" includes all non-public information disclosed by one party to the other, including but not limited to business plans, technical data, customer lists, financial information, system credentials, and proprietary methodologies.

6.2 Obligations

Both parties agree to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes related to the Services
• Limit disclosure to employees or contractors with a legitimate need to know
• Protect Confidential Information with at least the same degree of care used for own information
• Return or destroy Confidential Information upon request or termination of services

6.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this agreement, (b) was rightfully in possession prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

7. Data Security and Privacy

7.1 Security Measures

Evolan implements industry-standard security measures to protect Client data, including:

• Encryption of data in transit and at rest
• Secure access controls and authentication
• Regular security audits and vulnerability assessments
• Employee training on security and privacy
• Incident response procedures

7.2 Data Ownership

Client retains all ownership rights to Client data. Evolan's access to and use of Client data is limited to purposes necessary for providing the Services.

7.3 Data Breach Notification

In the event of a data breach affecting Client data, Evolan will notify Client promptly (within 72 hours of discovery) and provide reasonable assistance in investigating and remediating the breach.

7.4 Compliance

Where applicable, Evolan will assist Client in meeting regulatory compliance requirements (PCI-DSS, HIPAA, GDPR, etc.) as specified in the Service Agreement.

8. Intellectual Property

8.1 Client Materials

Client retains all rights to pre-existing materials, content, and intellectual property provided to Evolan.

8.2 Work Product

For custom development work (websites, applications), Client will own all rights to the final deliverables upon full payment, subject to Evolan's right to use pre-existing components, frameworks, and tools.

8.3 Evolan Tools and Methods

Evolan retains all rights to its proprietary tools, methodologies, frameworks, templates, and general knowledge developed prior to or independent of services provided to Client.

8.4 Portfolio and Marketing

Evolan may use Client's name and logo for portfolio and marketing purposes unless Client objects in writing. Specific project details will not be disclosed without Client's prior written consent.

9. Warranties and Disclaimers

9.1 Service Warranty

Evolan warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days after delivery, Evolan will correct any defects in deliverables at no additional charge.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS:

• SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND
• EVOLAN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• EVOLAN DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE
• EVOLAN IS NOT RESPONSIBLE FOR THIRD-PARTY SOFTWARE, HARDWARE, OR SERVICES

9.3 Third-Party Products

Third-party products and services are subject to the warranties (if any) provided by their respective manufacturers or vendors. Evolan makes no warranties regarding third-party products but will provide reasonable assistance in obtaining warranty service.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVOLAN'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO EVOLAN IN THE 12 MONTHS PRECEDING THE CLAIM (OR $5,000 IF NO FEES HAVE BEEN PAID).

10.2 Exclusion of Damages

IN NO EVENT SHALL EVOLAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

These limitations do not apply to: (a) Client's payment obligations, (b) either party's indemnification obligations, (c) breaches of confidentiality, or (d) liability that cannot be excluded by law.

11. Indemnification

11.1 Client Indemnification

Client agrees to indemnify and hold harmless Evolan from any claims arising from: (a) Client's breach of these Terms, (b) Client's use of the Services in violation of law, or (c) Client's content or materials.

11.2 Evolan Indemnification

Evolan agrees to indemnify Client from claims that Evolan's services infringe third-party intellectual property rights, provided Client promptly notifies Evolan and cooperates in the defense.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failure of third-party services or infrastructure.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable Service Agreement, SOW, or MSA, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

13.2 Amendments

Evolan may update these Terms from time to time. Material changes will be communicated to active clients via email or through the website. Continued use of services after changes constitutes acceptance.

13.3 Assignment

Neither party may assign these Terms without the other party's written consent, except that Evolan may assign to an affiliate or in connection with a merger or sale of assets.

13.4 Governing Law

These Terms shall be governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes shall be resolved in the courts of New York County, New York.

13.5 Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation. If negotiation fails, disputes may be submitted to mediation before pursuing litigation.

13.6 Severability

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

13.7 Waiver

No waiver of any provision shall be deemed a continuing waiver. Failure to enforce any right or provision shall not constitute a waiver of that right or provision.

13.8 Notices

All notices shall be in writing and sent to the addresses specified in the Service Agreement or to the contact information on file. Email notices are acceptable for routine communications.

14. Contact Information

For questions about these Terms of Service, please contact: