VanRein Compliance Terms of Service

Effective Date: January 15, 2025

Welcome to VanRein Compliance. These Terms of Service ("Agreement") govern your relationship with VanRein Compliance, LLC (“VanRein”, “we”, “our”, or “us”) and describe the obligations and expectations between VanRein and the Client (“you” or “your”) when engaging our professional services.

By entering into a service engagement or Statement of Work with VanRein, you acknowledge that you have read, understood, and agreed to the terms set forth herein.

1. Services Provided

VanRein shall provide professional compliance and advisory services as mutually agreed upon in one or more written Statements of Work (each a “SOW”) executed by both parties. These services may include, but are not limited to, HIPAA compliance, SOC 2 readiness, ISO 27001 alignment, security auditing, and other related consulting work.

Each SOW will outline the scope, deliverables, timelines, and payment terms specific to that engagement. No services will commence without a signed and mutually accepted SOW.

2. VanRein Responsibilities

VanRein will assign skilled personnel and resources appropriate to fulfill the commitments of each SOW. This includes:

• Designating a Contract Manager who will serve as the primary liaison for all project communications.
• Assigning experienced consultants, analysts, or contractors (“Provider Representatives”) with the necessary qualifications and expertise.
• Replacing any Provider Representative, if necessary, with suitable alternatives and notifying the Client in advance where feasible.
• Maintaining accurate records relating to time, deliverables, and costs associated with service delivery. These records will be available for review upon written request once per SOW during the term of the Agreement and for three years thereafter.

3. Client Responsibilities

To ensure timely and effective service delivery, you agree to:

• Designate a primary point of contact (Client Contract Manager) to coordinate with VanRein.
• Respond promptly to requests for information, feedback, and approvals.
• Grant VanRein reasonable access to personnel, systems, facilities, or third-party vendors as needed.
• Obtain and maintain any necessary consents or licenses that are outside VanRein’s control, which may affect project timelines or access.

4. Fees, Invoicing & Payment

• Fees will be defined in each Statement of Work and invoiced accordingly.
• Invoices are payable within thirty (30) days of issuance unless otherwise specified.
• Reasonable business expenses incurred by VanRein in the execution of the SOW (e.g., travel, software, or tools) will be reimbursed with supporting documentation.
• The Client is solely responsible for all applicable sales, use, and excise taxes, except for those based on VanRein’s income or property.

Late Payments

Payments not received by the due date may incur:

• A 1.5% monthly interest charge (or the maximum legal rate under Texas law).
• Suspension of services after 7 days of non-payment following written notice.
• Submission to collections if unpaid after 60 days.

5. Limited Warranty & Remedies

VanRein warrants that:

• All services will be performed professionally, with due care and in accordance with industry standards.
• Personnel assigned are suitably qualified and experienced.
• Deliverables will conform to the agreed specifications outlined in the relevant SOW.

If There’s a Breach of Warranty:

VanRein will attempt to remedy the issue promptly. If unresolved within 30 days of written notice, the Client may terminate the SOW and receive a pro-rated refund for undelivered services.

Disclaimer: Except as expressly stated, VanRein makes no other warranties. All other express or implied warranties, including merchantability and fitness for a particular purpose, are expressly disclaimed.

6. Intellectual Property & Usage Rights

All intellectual property developed by VanRein during the course of service delivery, including documentation, software scripts, templates, frameworks, and other work product (“Deliverables”), remains the property of VanRein.

VanRein grants the Client a perpetual, non-exclusive, royalty-free license to use these Deliverables internally, solely for the purposes outlined in the associated SOW.

7. Confidentiality & Non-Solicitation

Each party may disclose non-public, proprietary, or sensitive information (“Confidential Information”) to the other during this engagement. Both parties agree to:

• Protect such information using reasonable care.
• Use it only for the purposes defined in this Agreement.
• Not disclose it to third parties except to those with a need-to-know and bound by confidentiality obligations.

Confidentiality obligations will continue for the term of the Agreement and for as long as the information remains confidential, including trade secrets.

Additionally, neither party shall solicit or hire the employees or contractors of the other for twelve (12) months following the termination of this Agreement.

8. Term, Termination, and Survival

This Agreement is effective as of the date signed and remains in force until all obligations under all SOWs are fulfilled.

Termination for Cause

Either party may terminate this Agreement with 60 days’ written notice if:

• The other party materially breaches the Agreement and fails to remedy it within that period.
• Insolvency or bankruptcy proceedings are initiated.
• Other conditions of financial or operational failure apply.

Termination for Convenience

Either party may terminate the Agreement for any reason with 60 days’ written notice. If the Client terminates early without cause, all unpaid amounts and the remaining contract balance will be due as a termination fee.

VanRein Right to Terminate

VanRein may also terminate with 60 days’ notice or if the Client:

• Fails to pay amounts due within 10 days after notice.
• Is consistently late (more than three times in any 12-month period).

9. Limitation of Liability

VanRein’s total liability, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client for the services giving rise to the claim.

VanRein shall not be liable for:

• Loss of profit, data, revenue, or business opportunity.
• Indirect, incidental, special, or consequential damages—even if foreseeable.

10. Entire Agreement

This Agreement, along with all associated SOWs and exhibits, constitutes the entire understanding between the parties and supersedes all prior proposals, representations, and communications.

11. Notices

All legal notices must be provided in writing and delivered to the designated mailing or email address for each party.

12–23. Additional Legal Provisions

Severability

If any part of this Agreement is deemed unenforceable, the remaining terms remain valid.

Amendments

Any changes to this Agreement must be made in writing and signed by both parties.

Waiver

Failure to enforce any right does not waive future enforcement of that right.

Assignment

Neither party may assign or transfer this Agreement without written consent from the other.

Relationship of the Parties

Both parties are independent contractors. This Agreement does not create a joint venture, partnership, or employment relationship.

Governing Law

This Agreement is governed by the laws of the State of Texas.

Dispute Resolution

Before initiating litigation, both parties agree to:

1. Attempt resolution in good faith.
2. Participate in mediation with a neutral third-party.

Disputes shall be resolved exclusively in the state or federal courts of Comal County, Texas.

Jury Trial Waiver

Both parties waive their right to a jury trial in the event of a legal dispute.

Electronic Execution

Digital signatures and electronic copies shall be deemed valid and binding.

Force Majeure

VanRein will not be held liable for delays or failures resulting from events beyond its control, such as natural disasters, government actions, or widespread outages.

Questions or Concerns?
For any inquiries regarding these Terms, please contact us:

📧 legal@vanreincompliance.com
📍 VanRein Compliance, New Braunfels, Texas

‍