Service Terms

These Service Terms ("Terms") apply to all professional services provided by XEO CO ("Company," "we," "our," or "us") unless otherwise agreed in a separate written agreement. Where a signed Statement of Work (SOW) or Master Service Agreement (MSA) exists, its terms shall prevail in the event of any conflict with these Terms.

1. Scope of Work

All projects and engagements are defined by a mutually agreed scope of work documented in a written proposal, Statement of Work (SOW), or equivalent engagement document. This document will specify deliverables, milestones, timelines, acceptance criteria, and applicable fees. Work outside the agreed scope will require a formal change request and may result in additional fees and adjusted timelines.

2. Client Responsibilities

The client agrees to provide timely access to required systems, data, credentials, documentation, and personnel necessary for XEO CO to perform the agreed services. The client is responsible for the accuracy and completeness of information and materials provided. Delays in fulfilling client responsibilities may result in corresponding adjustments to project timelines and delivery dates.

3. Payment Terms

Payment terms, schedules, and methods will be specified in the applicable engagement document. Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date. XEO CO reserves the right to pause or suspend work if payments are not received within the agreed timeframe. Late payments may be subject to interest at the maximum rate permitted by applicable law.

4. Revisions and Change Requests

Revisions to deliverables are included to the extent specified in the engagement document. Requests for changes, additions, or modifications beyond the agreed scope constitute change requests and will be documented, scoped, and priced separately before work begins. XEO CO will not proceed with out-of-scope work without written client approval.

5. Intellectual Property

Upon receipt of full payment for the applicable engagement, ownership of the final deliverables specified in the engagement document shall transfer to the client, unless otherwise agreed in writing. XEO CO retains ownership of all pre-existing tools, frameworks, libraries, methodologies, and proprietary components used in the delivery of services. XEO CO may use non-confidential aspects of completed projects for portfolio, marketing, and case study purposes unless the client has requested otherwise in writing.

6. Confidentiality

Both parties agree to treat all non-public information shared during the engagement as confidential and to use it solely for the purpose of fulfilling obligations under the engagement. This obligation survives the termination or completion of the engagement for a period of two (2) years unless a longer period is specified in the engagement document. Confidential information does not include information that is publicly available, already known to the receiving party, independently developed, or disclosed pursuant to a legal requirement.

7. Warranties

XEO CO warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any deliverable does not materially conform to the agreed specifications, XEO CO will, at its option, re-perform the applicable services or correct the deliverable at no additional cost, provided the client notifies us in writing within thirty (30) days of delivery.

Except as expressly stated herein, all services and deliverables are provided "as is" without any other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

8. Limitation of Liability

To the fullest extent permitted by applicable law, XEO CO's total aggregate liability for any claims arising out of or related to the services shall not exceed the total fees paid by the client under the applicable engagement document. In no event shall XEO CO be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, data, or business opportunity.

9. Termination

Either party may terminate an engagement by providing written notice in accordance with the termination provisions specified in the applicable engagement document. In the absence of specific termination provisions, either party may terminate with thirty (30) days written notice. Upon termination, the client shall pay for all services rendered and expenses incurred through the effective date of termination. Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

10. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, civil unrest, cyberattacks, or disruptions to essential third-party services.

11. Dispute Resolution

The parties agree to attempt to resolve any disputes arising out of or relating to these Terms or any engagement through good faith negotiation. If a dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through binding arbitration or litigation in the courts of Sacramento County, California, as specified in the applicable engagement document.

12. Governing Law

These Service Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

13. Amendments

These Terms may be amended by XEO CO from time to time. Material changes will be reflected with an updated "Last Updated" date. Engagement-specific terms documented in signed SOWs or MSAs shall take precedence over these general Service Terms.

14. Contact Us

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

XEO CO
1401 21st Street STE R, Sacramento, CA 95811, United States
Email: info@xeoco.net