Terms of Service

Last updated: May 14, 2025

Welcome to TieraLabs. These Terms of Service ("Terms") govern your use of our website and consulting services provided by TieraLabs ("Service" or "Services"). Please read these Terms carefully before engaging our services.

By accessing our website or using our services, you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access the Service.

1. Consulting Services

TieraLabs provides technical consulting services in the fields of cloud architecture, security, data engineering, and related areas. Our specific services include but are not limited to:

Cloud infrastructure design and implementation
Security assessments and implementation of security frameworks
Data pipeline development and optimization
Technical strategy and advisory services
Custom software development

2. Service Agreements

All consulting engagements will be governed by a separate Statement of Work (SOW) or Master Services Agreement (MSA) that outlines project-specific terms, including:

Scope of work and deliverables
Timeline and milestones
Payment terms and schedules
Acceptance criteria
Project-specific responsibilities

In the event of any conflict between these Terms and a signed SOW or MSA, the terms of the SOW or MSA shall prevail.

3. Client Responsibilities

To facilitate successful delivery of our services, clients are responsible for:

Providing timely access to necessary systems, documentation, and personnel
Designating a primary point of contact empowered to make decisions
Reviewing and providing feedback on deliverables within agreed timeframes
Providing accurate information relevant to the engagement
Securing any necessary third-party permissions or licenses required for the project

Delays in fulfilling these responsibilities may impact project timelines and deliverables, and may result in additional fees as outlined in the applicable SOW.

4. Intellectual Property

4.1 Pre-existing IP

Each party retains all rights, title, and interest in and to their respective pre-existing intellectual property ("Pre-existing IP"). Nothing in these Terms shall transfer ownership of any Pre-existing IP between the parties.

4.2 Project Deliverables

Unless otherwise specified in an SOW, upon receipt of full payment for Services, TieraLabs grants the client a non-exclusive, perpetual, worldwide license to use, reproduce, and modify the deliverables provided as part of the Services for the client's internal business purposes.

4.3 TieraLabs Materials

TieraLabs retains all rights to methodologies, tools, templates, frameworks, and know-how used in the provision of Services. These are licensed to the client on a non-exclusive, non-transferable basis for use solely in connection with the deliverables.

5. Confidentiality

Each party agrees to treat all non-public information disclosed by the other party as confidential ("Confidential Information"), including but not limited to business plans, technical specifications, customer data, and proprietary methodologies.

Neither party shall use or disclose the other's Confidential Information except as necessary to perform the Services or exercise rights under these Terms. Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of Services for a period of 5 years.

6. Payment Terms

Unless otherwise specified in an SOW:

Invoices are payable within 30 days of receipt
Late payments will accrue interest at 1.5% per month or the maximum rate permitted by law
TieraLabs may suspend Services if payments are overdue by more than 15 days
Client is responsible for all taxes except those based on TieraLabs' income
Travel and other project-related expenses will be billed at cost plus a 5% administrative fee

7. Term and Termination

7.1 Term

These Terms shall remain in effect for the duration of the Services provided, including any renewal or extension periods.

7.2 Termination for Convenience

Either party may terminate the Services by providing 30 days' written notice, unless otherwise specified in an SOW. Client shall pay for all Services performed up to the termination date, plus any non-cancellable commitments incurred by TieraLabs.

7.3 Termination for Cause

Either party may terminate these Terms immediately if the other party materially breaches and fails to cure such breach within 15 days of written notice.

7.4 Effect of Termination

Upon termination, Client shall pay all outstanding fees for Services rendered. Sections regarding payment, confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination.

8. Warranties and Disclaimers

8.1 Service Warranty

TieraLabs warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. As Client's sole remedy for breach of this warranty, TieraLabs will re-perform the deficient Services at no additional cost if Client provides written notice within 30 days of delivery.

8.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND TIERALABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TieraLabs does not warrant that the Services will meet all of Client's requirements or that the operation of any deliverable will be completely error-free or uninterrupted.

9. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS:

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
TIERALABS' TOTAL LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO SUCH CLAIM DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

Each party shall defend, indemnify, and hold harmless the other party from and against any claims, damages, and expenses (including reasonable attorney's fees) arising from or relating to the indemnifying party's:

Breach of these Terms;
Violation of applicable laws or regulations; or
Gross negligence or willful misconduct.

Client also agrees to indemnify TieraLabs against any claims arising from TieraLabs' use of materials or instructions provided by Client.

11. Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or governmental actions ("Force Majeure Event"). The affected party shall promptly notify the other and make reasonable efforts to minimize the delay.

If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Services upon written notice.

12. Non-solicitation

During the term of Services and for one year thereafter, neither party shall directly solicit for employment any employee of the other party who was involved in providing or receiving Services without prior written consent. General job postings and advertisements shall not constitute solicitation under this section.

13. Dispute Resolution

The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Querétaro, Mexico, conducted in accordance with the rules of the International Chamber of Commerce by a single arbitrator. The arbitrator's award shall be final and binding.

The prevailing party shall be entitled to reasonable attorney's fees and costs.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Mexico, without regard to its conflict of law principles.

15. Amendments

TieraLabs reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website, with reasonable notice provided for material changes. Continued use of our Services following any changes constitutes acceptance of such changes.

16. General Provisions

Assignment: Neither party may assign these Terms without the other party's prior written consent, except to a successor by merger or acquisition.
Notices: All notices must be in writing and sent via email, certified mail, or courier to the addresses specified in the relevant SOW.
Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter hereof.
Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver: Failure to enforce any right under these Terms shall not constitute a waiver of such right.

17. Contact Information

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

By email: [email protected]
By mail: TieraLabs, Clemencia Borja Taboada 514, Juriquilla, Querétaro, Qro., Mexico