Definitions

1.1 “Services” means any IT consulting, advisory, project management, procurement, implementation, or related services provided by the Company.
1.2 “Deliverables” means any reports, recommendations, configurations, code, or other outputs produced by the Company in the course of providing the Services.
1.3 “Products” means any hardware, software, licenses, or third-party items procured by the Company on the Client’s behalf.

Scope of Services

2.1 The Company will provide Services in accordance with the scope, specifications, and timelines set out in a written agreement, proposal, or purchase order.
2.2 Any additional work requested by the Client outside the agreed scope may require a change order and additional fees.
2.3 The Company does not guarantee any specific business outcome, revenue improvement, or system performance unless expressly stated in writing.

Client Responsibilities

3.1 Provide accurate and complete information necessary for the Company to perform the Services.
3.2 Ensure timely access to personnel, systems, and facilities as needed.
3.3 Maintain all necessary licenses, subscriptions, and compliance requirements for third-party products or services not procured by the Company.

Procurement & Third-Party Products

4.1 The Company may act as a reseller or procurement agent for third-party products at the Client’s request.
4.2 All third-party product warranties and support are provided directly by the manufacturer or vendor unless otherwise agreed.
4.3 The Company is not liable for defects, delays, or failures caused by third-party products or services.

Fees & Payment Terms

5.1 Fees for Services and Products are as set out in the applicable agreement or purchase order.
5.2 Invoices are payable within [30] days of the invoice date unless otherwise agreed.
5.3 Late payments may incur interest at the rate of 1.5% per month or the maximum allowed by law, whichever is less.
5.4 The Company may suspend Services or withhold Deliverables in the event of overdue payments.

Intellectual Property

6.1 Unless otherwise agreed in writing, all intellectual property rights in Deliverables created specifically for the Client will be assigned to the Client upon full payment.
6.2 The Company retains ownership of pre-existing intellectual property, templates, methodologies, and know-how used in the provision of Services.
6.3 The Client is granted a non-exclusive, non-transferable license to use any Company-owned materials incorporated in the Deliverables solely for internal business purposes.

Confidentiality & Data Protection

7.1 Each party agrees to keep confidential all non-public business, technical, or financial information disclosed by the other party.
7.2 The Company will process any personal data in accordance with applicable data protection laws and only for the purposes of fulfilling its obligations under these Terms.
7.3 Confidentiality obligations survive termination of the agreement for a period of five (5) years.

Limitation of Liability

8.1 To the fullest extent permitted by law, the Company’s total liability for any claim arising out of or in connection with the Services or Products is limited to the total fees paid by the Client for the relevant engagement.
8.2 The Company is not liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or data.
8.3 Nothing in these Terms limits liability for fraud, gross negligence, or willful misconduct.

Force Majeure

The Company will not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, labor disputes, government actions, supply chain disruptions, or internet outages.

Termination

10.1 Either party may terminate an agreement for cause if the other party materially breaches these Terms and fails to remedy such breach within 30 days of written notice.
10.2 Either party may terminate without cause with [30/60] days written notice, subject to payment for all Services performed and Products ordered prior to termination.
10.3 Upon termination, all unpaid fees become immediately due.

Governing Law & Dispute Resolution

11.1 These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
11.2 Any disputes will first be attempted to be resolved through good-faith negotiations between senior executives of both parties.

Miscellaneous

12.1 These Terms, together with any written agreements or orders, constitute the entire agreement between the parties.
12.2 If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
12.3 No waiver of any breach constitutes a waiver of any other breach.