Terms of Service

Services provided

VanRein provides professional compliance and advisory services agreed in one or more written Statements of Work. That work may include HIPAA compliance, SOC 2 readiness, ISO 27001 alignment, security auditing, and related consulting.

Each Statement of Work sets the scope, deliverables, timelines, and payment terms. Work does not start without a signed Statement of Work.

VanRein responsibilities

VanRein will assign people suited to the work. That includes:

• A contract manager as the primary contact for the project.
• Consultants, analysts, or contractors with the qualifications the work needs.
• A replacement, with notice where feasible, if someone assigned to the work has to change.
• Records of time, deliverables, and costs, available for review once per Statement of Work during the term and for three years after.

Client responsibilities

To keep the work moving, you agree to:

• Name a primary contact to coordinate with VanRein.
• Respond to requests for information, feedback, and approvals.
• Give VanRein reasonable access to people, systems, facilities, or vendors the work needs.
• Obtain consents or licenses that sit outside VanRein's control.

Fees, invoicing, and payment

Fees are set in each Statement of Work. Invoices are payable within thirty days unless the Statement of Work says otherwise.

Reasonable business expenses, such as travel or tools, are reimbursed with documentation. The client is responsible for sales, use, and excise taxes, other than taxes on VanRein's income or property.

Late payments may incur a 1.5% monthly interest charge, or the maximum rate Texas law allows. VanRein may suspend services after 7 days of non-payment following written notice, and may send an unpaid balance to collections after 60 days.

Limited warranty

VanRein warrants that services will be performed professionally and with due care, that assigned personnel are suitably qualified, and that deliverables will match the Statement of Work.

If that warranty is breached, VanRein will try to fix it. If it is still unresolved 30 days after written notice, the client may end the Statement of Work and receive a pro-rated refund for services not delivered.

Except as stated here, VanRein makes no other warranties. Implied warranties, including merchantability and fitness for a particular purpose, are disclaimed.

Intellectual property

Documentation, scripts, templates, frameworks, and other work product VanRein creates stay VanRein's property. VanRein grants the client a perpetual, non-exclusive, royalty-free license to use those deliverables internally for the purpose in the Statement of Work.

Confidentiality and non-solicitation

Each party will protect the other's non-public information, use it only for this engagement, and share it only with people who need it and are bound to keep it confidential. That duty lasts while the information remains confidential, including trade secrets.

Neither party will solicit or hire the other's employees or contractors for twelve months after this agreement ends.

Term and termination

This agreement starts when it is signed and lasts until the Statements of Work are complete.

Either party may end it for cause with 60 days' written notice if the other party materially breaches it and does not fix the breach in that period, or if insolvency or bankruptcy proceedings start.

Either party may end it for convenience with 60 days' written notice. If the client ends it early without cause, unpaid amounts and the remaining contract balance are due as a termination fee.

VanRein may also end it with 60 days' notice, or sooner if the client does not pay within 10 days after notice, or is late more than three times in any 12-month period.

Limitation of liability

VanRein's total liability, in contract, tort, or otherwise, is limited to the fees the client paid for the services that gave rise to the claim.

VanRein is not liable for loss of profit, data, revenue, or business opportunity, or for indirect, incidental, special, or consequential damages, even if those were foreseeable.

Other terms

• This agreement and its Statements of Work are the entire understanding between the parties.
• Legal notices must be in writing, sent to the mailing or email address each party designates.
• If one part is unenforceable, the rest stays in effect.
• Changes must be in writing and signed by both parties. Not enforcing a right once does not waive it later.
• Neither party may assign this agreement without the other's written consent.
• The parties are independent contractors. This is not a partnership, joint venture, or employment relationship.
• Texas law governs this agreement.
• Before litigation, the parties will try to resolve a dispute in good faith and then in mediation. Court disputes are heard in the state or federal courts of Comal County, Texas.
• Both parties waive a jury trial.
• Electronic signatures and copies are binding.
• VanRein is not liable for delays caused by events outside its control, such as natural disasters, government action, or widespread outages.

Questions

Contact legal@vanreincompliance.com. VanRein Compliance, 1659 State Hwy 46 West, Ste. 115-421, New Braunfels, TX 78132.