Terms of Service

Effective Date 11.01.24
Last Updated 05.13.25

Master Terms of Agreement for Gallant Technologies

What this document is:
These terms serve as a master agreement between Gallant Technologies, Inc. ("Gallant") and Client. They apply to Client’s purchases from Gallant of services (fixed price, hourly, or subscription), licenses for software, and hardware. In the event of any conflict between the terms of this agreement and any subsequent written agreement executed by both parties (such as an eQuote), the terms of the subsequent agreement will prevail. Gallant will provide Client with a copy of this Master Agreement and any subsequent agreements in a downloadable PDF format upon request to ensure accessibility and record-keeping.

Section 1 - Rates

We hate multi-tiered rates.
Services not covered by a fixed-price agreement shall be provided to Client at a rate of $165.00 per hour, regardless of whether the services are performed on-site, remotely, or by telephone. For on-site services, any travel time exceeding 30 minutes each way will be billed at 50% of the standard hourly rate to account for travel expenses.

How our clocks work.
Services are billed in 15-minute increments, based on actual time spent, regardless of the complexity of the problem or issues addressed. There is a one (1) hour minimum charge for services other than off-site support. Gallant will provide a summary of the work performed with each invoice to help Client understand the services rendered.

Let's talk upfront!
Client is responsible for placing any written time limits, if necessary, before services are provided by Gallant and cannot apply them retroactively. Gallant will notify Client if a project is at risk of exceeding the agreed-upon time limit as soon as reasonably possible to allow for adjustments.

Did we say fixed price? We meant it.
Wherever possible, upgrades and functionality changes will be included at no additional charge as part of your fixed-price agreement. Major upgrades or significant functionality changes will be submitted as separate projects, and if approved by Client, will be billed on a per-project basis. Gallant will provide a clear definition of what constitutes a “major upgrade” or “significant functionality change” in the project proposal to avoid ambiguity.

Inflation happens; things change.
Gallant reserves the right to periodically increase its rates and will provide Client with no less than 30 days' written notice. Rate increases will not apply to any fixed-price agreements already in effect at the time of the notice, ensuring predictability for ongoing projects.

Section 2 - Terms, Payment & Collection Costs

You agree to pay us.
Client will pay Gallant all fees due upon receipt of an invoice specifying the amounts due. Fees for all flat-rate services are due in advance. The client’s obligation to pay undisputed amounts due for services and Gallant’s right to all such amounts are absolute and unconditional. Our client is not entitled to set off such amounts. Gallant will provide a dedicated point of contact for billing inquiries, reachable via email or phone, to assist Client with any payment-related questions.

If you don't pay us, we will charge late fees.
If payment is not received on or before any invoice due date, interest shall begin to accrue at the lesser of the maximum rate permitted under applicable law or at the rate of one and one-half percent (1.5%) per month from the date due until paid in full. Gallant will waive the first instance of late fees for a client in good standing as a one-time courtesy, provided payment is made within 10 days of the due date.

We don't want to go there, but...
If Gallant enlists the services of a collection agency to collect any amounts past due from Client under this Agreement, Client shall be responsible for and agrees to pay all such collection costs. Gallant will provide a detailed breakdown of collection costs to Client upon request to ensure transparency.

Section 3 - Termination

It's OK, no hard feelings.
Unless a specific term is specified, agreements for services can be canceled by either party with 30 days' advance notice. Sections 2, 4, 5, and 6 will survive the termination or expiration of this Agreement. Upon termination, Gallant will provide Client with a final invoice within 10 business days, detailing any outstanding fees for services rendered prior to the termination date.

Section 4 - Stuff we agree to

We have insurance.
Gallant will provide and maintain during its rendition of the services, but only for losses arising out of Gallant's work for Client, professional liability insurance covering the effects of errors and omissions in the performance of professional duties in the amount of $1,000,000 for each occurrence and $2,000,000 general aggregate. Gallant will notify Client within 30 days if there are any material changes to this insurance coverage that could affect Client’s interests.

We're proud to be on your team.
Client agrees that Gallant and its Affiliates may refer to Client as a client of Gallant, both internally and in externally published media. Gallant will limit the use of Client’s name to factual statements (e.g., listing Client as a customer) and will not imply endorsement without prior written consent.

Section 5 - Stuff you agree to

No pirated software.
Client warrants that all software it provides to Gallant for installation, configuration, or use has been legally obtained and is properly licensed. The client further warrants it has legally purchased sufficient copies of such software and has not violated any licensing laws. Gallant has no knowledge regarding licensing of software provided to it by Client, and Client indemnifies Gallant for any installation, configuration, or use of such software. Gallant reserves the right to refuse to install or configure software if there is reasonable doubt about its licensing status and will notify Client immediately of any concerns.

It’s old and broken, let it go.
Client acknowledges that Gallant is authorized to properly recycle or otherwise discard old equipment decommissioned and removed from service by Gallant during the course of this agreement. Gallant will ensure that all data on decommissioned equipment is securely wiped in accordance with industry standards before disposal, and will provide Client with a certificate of data destruction upon request.

Let's keep this between us.
Client may not assign this Agreement or any rights granted herein to any third party, except with prior written consent from Gallant. Gallant will respond to any request for assignment within 10 business days to ensure timely decision-making.

We love our people.
Client acknowledges Gallant’s investment in its employees and contractors and agrees not to solicit, hire, employ, retain, or contract with any employee or contractor of Gallant without prior written consent. If any employee or contractor terminates their engagement with Gallant and is employed by Client within six (6) months, Client shall immediately pay Gallant an amount equal to 50% of the then-current yearly salary or wage of said employee or contractor.

Section 6 - Other stuff our lawyers made us say

We're independent by nature.
Gallant performs all services as an independent contractor. This Agreement does not create a partnership, joint venture, or employment relationship between the parties. Both parties agree to maintain accurate records to reflect their independent contractor status for tax and legal purposes.

If we wrote it, we own it...
Gallant retains all rights to any intellectual property developed under this Agreement. Client is granted a perpetual, non-exclusive, non-transferable license to use and modify deliverables provided as part of the services solely for internal use. Gallant will clearly identify any pre-existing intellectual property used in deliverables to avoid confusion over ownership.

Can you keep a secret? We can.
Confidential information shared under this Agreement shall not be disclosed without prior consent. Both parties agree to use reasonable measures to protect confidential information, including limiting access to employees or contractors who need to know.

We resell other people's stuff.
Gallant may sell products as a reseller. Any terms and warranties are those provided by the original manufacturer. Gallant will assist Client in coordinating with the manufacturer for warranty claims if needed.

When we can't agree, let's work it out.
Disputes will be resolved through arbitration administered by the American Arbitration Association. The arbitration process will be conducted in English, and the arbitrator’s decision will be final and binding.

Quite frankly, there is a limit.
Gallant’s liability to Client is limited to direct damages not exceeding the price paid for the services. Gallant will maintain detailed records of services provided to facilitate any claims under this limitation.

Force Majeure (unforeseen events).
Neither party shall be held liable for performance delays due to causes beyond their reasonable control. This clause does not apply to payment obligations, which remain due regardless of force majeure events.

Don't throw the baby out with the bathwater.
If any provision of this Agreement is deemed invalid, the remaining provisions remain in effect. Both parties agree to cooperate in revising the Agreement to comply with applicable law if necessary.

Welcome to Oregon, enjoy your stay.
Oregon State law governs this Agreement. The parties agree to submit to the personal jurisdiction of Oregon courts for any disputes not subject to arbitration.

That's all, folks.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.