Southern Flow, Inc. Terms and Conditions 2026
1. Performance of Obligations: The manner in which SOUTHERN FLOW, INC (SFI) obligations are to be performed and the specific hours during which the obligations are to be performed shall be determined solely by SFI. SFI shall supply at SFI’s expense any instrumentalities required by SFI for the performance of SFI’s obligations hereunder. No Client, Owner, General Contractor, or third-party contract shall dictate SFI’s means, methods, sequencing, staffing, or internal operations unless expressly agreed to in writing by an authorized SFI officer. Any incorporated “flow-down” schedule or milestone requirements from an upstream contract are not binding on SFI without such written agreement.
2. Term: The term of this Agreement will commence on the date the last of the parties executes this Agreement and continue until all obligations of the Parties hereunder are completed or is otherwise terminated in accordance with paragraph 11 of this Agreement. No automatic assignment or termination triggered by any upstream agreement shall apply to SFI unless expressly accepted in writing by SFI.
3. Compensation: The compensation due to SFI from Client shall be as stated on the applicable Purchase Order or Quote. Any amount due from Client hereunder which is not paid when due shall bear interest at a rate equal to 1.5% per month, 18% per annum, (but in no event more than the maximum rate permitted by law) from the date due until paid. Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. SFI shall be solely responsible for reporting and paying any such taxes. Client shall notify Operator of any dispute with an invoice within ten (10) business days from receipt of said invoice. In the event that Client has a dispute with any charges, all undisputed charges on said invoice(s) will be due in accordance with the above times and the Parties shall negotiate in good faith to resolve any such dispute in a timely manner. If there is a change in law, change in the interpretation of law, or other factors which causes an increase in SFI’s cost of providing the Services, SFI may provide notice to the Client and the parties shall negotiate in good faith to adjust the compensation to account for such change in SFI’s costs. If the parties are unable to reach a negotiated agreement within thirty (30) days of the date of notice, then the contract may be terminated immediately by SFI.
4. Indemnification and Release: EACH PARTY SHALL INDEMNIFY, DEFEND, AND HOLD THE OTHER, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AND LICENSORS, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, LIABILITY, COSTS, AND EXPENSES, INCLUDING ACTUAL ATTORNEY FEES, BROUGHT BY ANY THIRD PARTY FOR BODILY INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE, TO THE EXTENT CAUSED BY OR ARISING OUT OF THE INDEMNIFYING PARTY’S, OR ITS EMPLOYEES’, SUBCONTRACTORS’ OR AGENTS’ NEGLIGENCE. SFI’S INDEMNIFICATION OBLIGATIONS EXTEND ONLY TO DAMAGES TO THE EXTENT CAUSED BY SFI’S PROVEN NEGLIGENT ACTS OR OMISSIONS. SFI SHALL HAVE NO OBLIGATION TO INDEMNIFY, DEFEND, OR HOLD HARMLESS THE CLIENT FOR THE CLIENT’S OWN NEGLIGENCE, THE NEGLIGENCE OF A GENERAL CONTRACTOR, OWNER, ENGINEER, OTHER SUBCONTRACTORS, SITE CONDITIONS, OR ANY LIABILITIES ARISING FROM CONTRACTS TO WHICH SFI IS NOT A PARTY.
5. Warranty: SFI warrants to the Client that: (i) the Services will be performed by appropriately qualified, trained, experienced, and when applicable licensed and/or certified personnel, with due care, skill and diligence, and in accordance with all terms of this agreement, applicable law and industry standards. SFI warrants the products shall conform to the description contained in this agreement and be free from defects in material and workmanship for a period of one (1) year from the date the products are initially placed in operation, or 18 months from when the products are shipped, whichever occurs first, provided that the products are stored, maintained and operated so as to protect the products from harm or damage due to any cause but not limited to fire, water, inclement weather, lightning, extreme temperatures, and not subjected to misuse, neglect or accident. Upon prompt written notice of and determination that such defect is covered under the foregoing warranty, SFI’s responsibility is limited to correction of the defect by, at SFI’s option, repair or replacement of the defective part, parts, or services. Unless stated elsewhere herein, SFI provides no warranty of product performance or process results. The foregoing warranties are exclusive and SFI hereby disclaims all other warranties of any kind, including any implied warranty of merchantability or fitness for a particular purpose. The warranties provided herein shall not apply to any Client product which shall have been; (a) repaired or altered other than by Client or the Client’s personnel, representatives, or agents; (b) subjected to physical or electrical abuse or misuse; or (c) operated in any manner inconsistent with the applicable Client instructions for use.
6. Shipment and Loss or Damage to Goods and Materials: All shipments will be made F.O.B. shipping point unless otherwise specified herein. In the absence of specific instructions, SFI will select the carrier. Title to and risk of loss for the material shall pass to the Client upon delivery to the carrier or delivery service. Materials held for the Client or stored for the Client shall be at the risk and expense of the Client. Title and risk of loss for all parts, materials, and equipment provided hereunder shall pass when such parts, materials, and equipment are shipped.
7. Software: Software created on this project by SFI is owned by SFI. If noted in the scope of work, SFI may authorize use of this software inside the Client’s organization only. Authorized use includes ability to modify the software, by the Client at the Client’s risk. Under no circumstance is the Client, agent or third-party contractor of the Client authorized to distribute or use software created by SFI at locations other than the Client’s facilities.
8. Ownership and Licensing of Deliverables: SFI designs and delivers all systems using open architecture platforms and commercially available hardware and software. Deliverables include, but are not limited to, control logic, HMI/OIT configurations, system drawings, network documentation, and related project materials (collectively, the “Deliverables”). Unless otherwise specified, all Deliverables are furnished to the Client for use in the operation, maintenance, and modification of the system for which they were developed. The Client is the licensed owner of all software, hardware, and associated application code provided as part of the Deliverables. Integrator provides all PLC, HMI, OIT, and SCADA code in its native, uncompiled form as installed on the project devices. Any party with the appropriate manufacturer development tools, licensing, and technical knowledge will have the ability to upload, view, and modify the installed code. Integrator does not restrict access through encryption, compilation, or password protection, except where required by a client’s security policy or contractual instruction. If Integrator develops or supplies any custom or proprietary software, application, or firmware under this Agreement, such components shall be clearly identified in the Proposal or other contract documents. The Client is granted a non-exclusive, perpetual, royalty-free license to use the proprietary component solely in connection with the system for which it was provided. Ownership of source code, design documentation, and derivative works remains with Integrator unless otherwise agreed in writing. The Client may not sublicense, resell, or distribute the proprietary component to third parties without written authorization from Integrator.
9. Ownership of Reusable Intellectual Property: Southern Flow, Inc. (“Integrator”) utilizes a set of established engineering tools, methods, and design assets developed independently of any specific project. These Pre-Existing Materials include, but are not limited to: custom PLC instructions, add-on logic blocks, tag structures, and I/O mapping standards; HMI and OIT graphic libraries, templates, and navigation frameworks; SCADA screen layouts, alarming templates, and reusable code modules; standardized CAD blocks, control panel layouts, wiring schematics, and title block templates; and any other intellectual property, documentation, or design methodologies developed or refined by Integrator prior to or outside the scope of this Agreement. Integrator may amend or expand the scope of Pre-Existing Materials from time to time, and such materials shall remain the property of Integrator unless expressly transferred in writing. All Pre-Existing Materials and any derivatives thereof remain the exclusive property of Integrator. The Client is granted a perpetual, royalty-free, non-exclusive license to use, copy, and modify such materials only as incorporated within the Deliverables provided under this Agreement, and solely for the operation, maintenance, and expansion of the system for which they were supplied. The Client shall not distribute, sublicense, or use these materials in connection with other systems, facilities, or third parties without Integrator’s written consent. Integrator retains the unrestricted right to reuse, adapt, and enhance any Pre-Existing Materials or derivative content developed during this project for use in other client projects, including projects for municipalities, utilities, or other public or private entities. Such reuse shall not constitute a disclosure of the Client’s confidential information, provided that no Client-specific data, configuration, or proprietary process information is included.
10. Limitation on Damages: In no event shall either Party be liable under any circumstances for any special, consequential, indirect, or incidental damages arising out of or in any way connected with this Agreement or the services provided, including, but not limited to, damages for lost profits, anticipated sales, compensation, reimbursement, good will for expenditures, investments, leases, or any other commitments in connection with the business of Client, or damages to third parties. SFI shall not be liable for liquidated damages, schedule damages, consequential damages, delay damages, impact damages, or any damages arising from other contractual obligations to which SFI is not a party. Except for liability arising out of SFI’S gross negligence or willful misconduct, SFI’s total liability for any cause shall be limited to the compensation paid to SFI by the Client under this Agreement.
11. Cyber Security: SFI shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the Client or any third party as a result of a data security breach or other cyber security breach to the Client’s computer systems, operating systems, and all other technological or information systems related to the Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of SFI’s willful or negligent acts or omissions. SFI shall have no liability for cyber breaches related to Client-controlled networks, firewalls, servers, radio systems, SCADA systems, or third-party managed infrastructure.
12. Client Information: If any information, opinions, recommendations, advice, or other work product or any data, information, procedures, charts, spreadsheets, logs, instruments, documents, plans, designs, specifications, operating manuals and specifications, customer data, billing information, regulatory filings, permits, authorizations, licenses, operation and maintenance records, or other records are provided by the Client or any third party acting on behalf the Client are provide to and used or relied on by SFI, SFI shall not be liable for any damages resulting directly or indirectly from such use and reliance.
13. No Third-Party Beneficiary: It is the explicit intention of the parties hereto, that no person or entity, other than the parties, is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of and shall be enforceable only by the parties hereto or their respective permitted successors or assigns hereunder.
14. Termination: This agreement may be terminated by SFI, in whole or in part, (a) whenever Client defaults in its performance in any manner and fails to remedy same within ten (10) days after receipt of notice setting forth the default. In the event of such termination, Client shall pay SFI for all services performed and all parts, materials, and equipment ordered by SFI up to the effective date of termination. If Client terminates for convenience, SFI shall be paid for all completed work, materials on hand, committed costs, demobilization costs, plus a 10% termination fee.
15. Independent Contractor: The parties acknowledge that SFI is an independent contractor and is not an agent, partner, joint ventures, nor employee Client. Nothing shall operate to change or alter that relationship except further agreement between the parties in writing and specifically addressing the issue. Neither party shall have authority to bind or otherwise obligate the other in any manner nor shall either party represent to anyone that it has a right to do so.
16. Force Majeure: Under no circumstances shall either party be held liable for any delay or failure in performance resulting directly or indirectly by acts of nature, forces, or causes beyond its reasonable control, including, without limitation: internet, computer equipment, telecommunication equipment, other equipment, or electrical power failures; riots; insurrections; pandemics/epidemics; civil disturbances; fires; floods; storms; explosions; acts of God; war; governmental actions; actions, embargoes or blockades in effect on or after the date of this Agreement; orders or law of domestic or foreign courts or tribunals or other governmental authorities; loss of or fluctuations in heat, light, or air conditioning; or strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees.
17. Binding Agreement: The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of the parties. Any provision hereof which imposes upon a party an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon the party.
18. Choice of Law: The laws of the State of Georgia shall govern the validity, performance, construction, and enforcement of this Agreement without regard to choice of law provisions. Venue shall be exclusively in Forsyth County, GA. No litigation concerning a dispute or arising out of this agreement may be commenced by Client more than one year after completion of work by SFI.
19. Mediation and Arbitration: If any controversy or claim arising out of this Agreement cannot be settled by the Parties hereto through good faith discussions, the Parties shall mediate their dispute before a mediator acceptable to both parties. If they cannot agree on a mediator, they shall ask the Director of the Federal Mediation and Conciliation Service to nominate a mediator. The parties shall bear their own costs of the mediation, but the parties shall share equally the costs of the mediator and the mediation facilities. If the controversy or claim cannot be resolved through mediation, the controversy or claim shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in effect. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party unless otherwise agreed by the Parties.
20. Amendment: This Agreement may only be altered or amended in an instrument, in writing, signed by all the parties hereto.
21. Waiver: No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
22. Severability: The invalidity of any portion of this Agreement will and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
23. Non-Solicitation: Neither party may actively solicit, for hire, the employees of the other party during the term of this Agreement or for one year following the termination of this Agreement.
24. Assignment: This Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, unless such assignment shall be to a parent, subsidiary, affiliate, or successor of either Party.
25. Notice: All notices will be in writing and shall be deemed given when delivered in person or mailed by certified or registered mail, return receipt required, with postage prepaid. Notices required to be given to the parties by each other will be addressed to the parties at the address set forth on the first page of this Agreement.
26. Entire Agreement: This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior contemporaneous agreements, representations, and understandings of the parties.
27. Counterparts and Copies: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original. An electronic copy or photocopy of this Agreement containing electronic copies or photocopies of the signatures or initials of any Party shall be binding.
28. Errors and Omissions / Professional Liability: Client acknowledges and agrees that SOUTHERN FLOW, INC. does not carry Errors and Omissions (“E&O”), Professional Liability, or Design Professional insurance coverage. SFI does not provide professional engineering or design services, and nothing in this Agreement shall be construed to impose such duties. SFI’s services are limited to implementation, configuration, programming, and integration based upon information, specifications, and requirements provided by the Client or third parties. To the fullest extent permitted by law, SFI shall have no liability for any claims, losses, damages, costs, or expenses arising from alleged professional negligence, design errors, specification deficiencies, or performance guarantees that would otherwise fall within the scope of E&O or Professional Liability coverage. SFI shall not be required to defend, indemnify, or hold harmless any party for claims arising out of design responsibility, system performance expectations, regulatory interpretation, or reliance on Client-furnished information. Any requirement for E&O or Professional Liability insurance imposed by an Owner, General Contractor, or other third party is expressly rejected unless separately negotiated and accepted in writing by an authorized officer of SFI.