HSO Technology — Sales Terms & Conditions

Last Updated: February 5, 2025

1. WELCOME & ACCEPTANCE

Welcome to HSO Technology (“HSO,” “we,” “us,” “our”), a vertical of Huron Smith Oil dedicated to ERP software development and enterprise solutions for the energy and petroleum industry.

These Sales Terms & Conditions (“Terms”) govern quotations, orders, invoicing, payment, renewals, and related commercial processes for HSO products and services (collectively, “Offerings”). By signing an Order Form, issuing a purchase order, clicking acceptance, paying an invoice, or using the Offerings, you (“Customer,” “you,” “your”) agree to be bound by these Terms.

If you do not agree, do not purchase or use the Offerings.

2. TERMINOLOGY & ORDER OF PRECEDENCE

“Customer,” “you,” and “your” refer to the purchasing entity or person; “Company,” “HSO,” “we,” “us,” and “our” refer to HSO Technology / Huron Smith Oil; “Party” or “Parties” refers to Customer and HSO collectively.

Order of precedence (highest to lowest) in the event of conflict:

1. A mutually signed Master Services Agreement (MSA) (if any).

2. The applicable Order Form / Statement of Work (SOW).

3. These Terms.

4. Customer purchase order terms (accepted only if expressly agreed in writing by HSO).

3. SCOPE OF OFFERINGS

Offerings may include (as applicable):

· ERP software licenses (subscription or term).

· Cloud/SaaS access or hosted environments.

· Implementation services, configuration, integration, migration.

· Support & maintenance, training, and professional services.

· Custom development and deliverables under SOWs.

4. QUOTATIONS, ORDERS & CHANGES

4.1 Quotations are valid for 30 days unless stated otherwise.

4.2 An order is binding when HSO issues an Order Confirmation or begins performance.

4.3 Scope changes require a written change order (or updated SOW) signed by both Parties and may impact timeline and pricing.

5. PRICING, CURRENCY & TAXES

5.1 Fees are as stated in the Order Form/SOW and are exclusive of taxes.

5.2 Currency: Unless stated otherwise, fees are billed in U.S. Dollars (USD).

5.3 Taxes: Customer is responsible for all applicable taxes, duties, levies, VAT/GST, withholdings, and similar governmental charges, except taxes on HSO’s net income. If Customer must withhold taxes, Customer will gross up payments so HSO receives the full invoiced amount, unless prohibited by law.

5.4 Customer will provide valid tax exemption certificates where applicable.

6. INVOICING & DELIVERY OF INVOICES (ELECTRONIC INVOICING)

6.1 HSO will issue invoices electronically to the billing contacts designated by Customer. Electronic invoices issued by HSO shall have the same legal value and binding effect as paper invoices under the Mississippi Uniform Electronic Transactions Act and other applicable laws.

6.2 Unless otherwise stated in an Order Form/SOW, invoicing occurs as follows:

* Subscriptions (SaaS / license): Billed in advance (monthly, quarterly, or annually as stated).

* Implementation / professional services: Billed in advance, upon milestones, or monthly in arrears based on timesheets (as stated).

* Expenses / pass-through costs: Billed as incurred with reasonable documentation.

6.3 Customer must ensure billing information (legal entity name, address, VAT/Tax ID, PO number if required) is accurate. Sending an invoice to an email address provided by Customer constitutes effective delivery. Customer’s failure to receive an invoice due to incorrect information does not suspend its payment obligations.

7. PAYMENT TERMS

7.1 Payment Due Date: Net 30 days from invoice date, unless the Order Form/SOW states otherwise.

7.2 Payment Methods: Bank transfer/ACH/wire, credit card, or other methods approved by HSO. If a payment processor is used, Customer agrees to that processor’s terms.

7.3 No Set-Off: Customer may not withhold, offset, or set-off any amounts due without HSO’s prior written consent.

7.4 Credit Review: HSO may require prepayment, a deposit, or financial assurances based on credit risk.

7.5 Partial payments may be accepted but do not waive HSO’s rights to collect the full balance.

8. LATE PAYMENTS, SUSPENSION & COLLECTIONS

8.1 Late Fees/Interest: Past-due amounts accrue interest at 1.5% per month (or the maximum rate allowed by Mississippi law), plus reasonable costs of collection.

8.2 Suspension: If an invoice is past due by 10 days, HSO may suspend access to SaaS, support, or services after providing written notice (unless prohibited by law).

8.3 Reactivation: Suspended services may require full payment of arrears plus a reasonable reinstatement fee.

9. BILLING DISPUTES

9.1 Customer must notify HSO in writing of any good-faith billing dispute within 10 business days of invoice date and must provide reasonable detail.

9.2 Customer must pay all undisputed amounts on time.

9.3 Parties will work promptly and in good faith to resolve disputed charges.

10. RENEWALS, TERM & PRICE ADJUSTMENTS

10.1 Subscription Term is as stated in the Order Form.

10.2 Auto-Renewal: Unless the Order Form states otherwise, subscriptions renew for successive terms equal to the initial term unless either party gives notice of non-renewal at least 60 days before the term end.

10.3 Fee Adjustments: HSO may adjust subscription fees upon renewal by providing written notice at least 60 days prior to renewal (excluding one-time negotiated price locks).

11. CANCELLATION & EARLY TERMINATION

11.1 For Customer Convenience: Unless expressly allowed in the Order Form/MSA, early termination by Customer does not relieve Customer of payment obligations for the committed term.

11.2 For Cause by HSO: HSO may terminate for material breach (including non-payment) if not cured within 15 days of written notice.

11.3 Effect of Termination: All unpaid fees become immediately due; access to Offerings ceases; each party will return or destroy the other’s Confidential Information per Section 16.

12. REFUNDS, CREDITS & CHARGEBACKS

12.1 No Refunds: Unless required by law or explicitly stated in an Order Form/MSA, all fees are non-refundable and payments are final.

12.2 Credits: If HSO approves an adjustment, HSO may issue a credit note applicable to future invoices.

12.3 Chargebacks: Customer agrees not to initiate chargebacks with its financial institution without first following the dispute process in Section 9. Unauthorized chargebacks constitute a material breach.

13. DELIVERY, ACCEPTANCE & DIGITAL NATURE

13.1 Delivery of software and services is primarily digital (cloud access, electronic downloads, remote delivery).

13.2 Acceptance: If an SOW includes acceptance criteria, Customer will accept or provide written rejection with specific deficiencies within 10 business days of delivery; otherwise, deliverables are deemed accepted.

14. SUPPORT, MAINTENANCE & SERVICE LEVELS

14.1 Support scope, hours, and response times are as defined in the Order Form, Support Policy, or SLA (if any).

14.2 HSO may schedule maintenance windows and will use reasonable efforts to notify Customer in advance when feasible.

15. INTELLECTUAL PROPERTY & LICENSE

15.1 HSO IP: HSO retains all right, title, and interest in its software, platforms, documentation, methodologies, templates, and improvements.

15.2 License Grant: Subject to payment, HSO grants Customer a limited, non-exclusive, non-transferable license (or SaaS access right) for internal business use during the term.

15.3 Restrictions: Customer may not (and will not allow others to) copy, sublicense, sell, reverse engineer, decompile, or create derivative works except as permitted by law.

15.4 Customer Data: Customer retains ownership of its data. Customer is responsible for the legality, accuracy, and permissions related to Customer Data.

16. CONFIDENTIALITY

Each party may receive Confidential Information. The receiving party will protect it using reasonable measures and use it only to perform under these Terms. Exceptions include information that is public, independently developed, or rightfully obtained from a third party.

17. DATA PROTECTION & SECURITY

17.1 Customer acknowledges that service delivery may involve processing Customer Data and personal data.

17.2 Where required, the parties will execute a Data Processing Addendum (DPA).

17.3 HSO will maintain reasonable administrative, technical, and organizational safeguards consistent with industry practice.

18. COMPLIANCE, EXPORT & SANCTIONS

Customer will comply with all applicable laws, including export controls and sanctions laws. Customer represents it is not a prohibited party and will not use Offerings in violation of applicable restrictions.

19. WARRANTIES & DISCLAIMERS

19.1 Limited Warranty: Professional services will be performed in a professional and workmanlike manner.

19.2 Disclaimer: Except as expressly stated, the Offerings are provided “AS IS” and “AS AVAILABLE.” HSO disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

20. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

· Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits/revenue/data arising out of or related to these Terms.

· Each party’s total aggregate liability will not exceed the fees paid (or payable) by Customer to HSO in the 12 months preceding the event giving rise to liability.

· Nothing limits liability for fraud, willful misconduct, or liabilities that cannot be limited by law.

21. INDEMNIFICATION

21.1 By Customer: Customer will indemnify and hold HSO harmless from claims arising from Customer Data, Customer’s misuse, or violation of law.

21.2 By HSO (IP): HSO will defend Customer against third-party claims alleging that HSO’s software infringes IP rights, and will pay resulting damages, provided Customer promptly notifies HSO and allows control of defense (standard exclusions apply).

22. FORCE MAJEURE

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, government actions, war, pandemics).

23. ASSIGNMENT & SUBCONTRACTING

Customer may not assign these Terms without HSO’s prior written consent (except to an affiliate or successor in a merger/acquisition). HSO may subcontract services while remaining responsible for performance.

24. AUDIT & RECORDS (FOR USAGE-BASED LICENSING)

If usage-based licensing applies, Customer will maintain accurate records and, upon reasonable notice, allow HSO to verify compliance no more than once annually (subject to confidentiality).

25. NOTICES

25.1 Legal Notices & Disputes: Must be in writing and sent via certified mail or overnight courier to the address of the receiving party listed below, with a copy emailed to legal@huronsmithoil.com for HSO.

25.2 Routine & Billing Notices: May be delivered by email. Notices related to the sales process or general inquiries should be sent to sales@hstotechnology.com.

25.3 Notice is effective upon confirmed delivery or receipt.

26. GOVERNING LAW & DISPUTE RESOLUTION

These Terms are governed by and construed in accordance with the laws of the State of Mississippi, USA, without regard to its conflict of laws principles. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Harrison County, Mississippi, and each Party irrevocably submits to the personal jurisdiction of such courts. The Parties expressly waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

27. RESERVATION OF RIGHTS & CHANGES TO TERMS

HSO reserves the right to update these Terms to reflect legal, technical, or business changes, effective upon publication or written notice, except that changes will not retroactively reduce Customer rights for already-paid terms without agreement.

28. ENTIRE AGREEMENT

These Terms, together with any MSA, DPA, SLA, Order Form, and SOW, constitute the entire agreement regarding the Offerings and supersede prior proposals and understandings.

APPENDIX A — SUGGESTED ELECTRONIC INVOICE FIELDS

To standardize billing, each electronic invoice should include:

· Customer’s full legal name and address.

· Customer’s Tax ID / VAT Number.

· Customer Purchase Order Number (if applicable).

· HSO Order Form/SOW reference and billing period.

· Detailed line items (subscription, modules, users, service milestones).

· Tax breakdown (VAT/GST/Withholding notes), currency, and clear payment instructions.

· Issue Date, Due Date, and reference to the dispute window (Section 9).

· Link to client portal: ________________________for historical invoice access.

HSO Technology

A vertical of Huron Smith Oil Co & HSO Petroleum Services,

204 Hays St, Batesville, Mississippi, 38606

Sales & General Inquiries: sales@hstotechnology.com

Legal & Dispute Notices: legal@huronsmithoil.com

Client Portal & Support: support@huronsmithoil.com

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