1. Service Description and Scope
- IT Infrastructure Consulting – Network design, server management, cloud solutions
- Oracle Database Services – Database optimization, implementation, and support
- Cloud Solutions – AWS/Azure migration, setup, and management
- Information Security – Security assessments, compliance, and implementation
- ERP/CRM Implementation – System integration and customization
The Company provides technology consulting services including but not limited to IT infrastructure design, database management, cloud solutions, and security assessments as detailed in individual service agreements or statements of work.
2. User Conduct and Acceptable Use
- Prohibited activities – No reverse engineering, unauthorized access, or interference with services
- Compliance requirements – Clients must follow applicable laws and regulations
- Data protection – Rules for handling confidential information
- Respectful interaction – Professional communication standards
Clients agree to use our services in compliance with all applicable laws and regulations. Clients shall not engage in any activities that could interfere with our services or compromise the security of our systems or other clients’ data.
3. Limitation of Liability
- Liability caps – Limit damages to fees paid or a specific dollar amount
- Consequential damages waiver – Exclude indirect damages like lost profits
- Carve-outs – Exceptions for fraud, willful misconduct, or confidentiality breaches
Our total liability for any claims arising from our services shall not exceed the total fees paid by the client in the 12 months preceding the event giving rise to liability. We shall not be liable for any indirect, special, incidental, or consequential damages including lost profits or business interruption.
4. Intellectual Property Rights
- Background IP – Pre-existing intellectual property retained by each party
- Foreground IP – New IP created during the project
- Client data – Client retains ownership of their data and systems
- Proprietary methods – Your consulting methodologies and tools remain your property
Each party retains ownership of their respective pre-existing intellectual property. Any new intellectual property created jointly shall be jointly owned unless otherwise specified in the statement of work. Client data remains the property of the client.
5. Payment Terms and Refund Policy
- Payment schedules – Net 30, milestone-based, or hourly billing
- Late payment penalties – Interest charges or service suspension
- Refund policy – Circumstances under which refunds are provided
- Expense reimbursement – Travel, software licenses, hardware costs
Payment terms are Net 30 days from invoice date. Late payments may incur a 1.5% monthly service charge. Refunds are provided only in cases of material breach of our service commitments as outlined in the applicable statement of work.
6. Confidentiality and Data Protection
- Non-disclosure obligations – Protect client confidential information
- Data security measures – Standards for protecting client data
- Data retention – How long you retain client information
- Breach notification – Procedures for reporting security incidents
We maintain strict confidentiality of all client information and implement industry-standard security measures to protect client data. We will notify clients of any security incidents within 24 hours of discovery.
7. Termination Clauses
- Termination conditions – Breach of contract, non-payment, or convenience
- Notice requirements – 30-day written notice for termination
- Post-termination obligations – Return of confidential information
- Transition assistance – Knowledge transfer and handover procedures
Either party may terminate this agreement with 30 days written notice. Upon termination, we will provide reasonable transition assistance and return all client confidential information within 10 business days.
8. Dispute Resolution
- Negotiation first – Direct discussion between parties
- Mediation option – Neutral third-party assistance
- Arbitration or litigation – Final resolution method
- Governing law – Which state’s laws apply
Any disputes shall first be addressed through good faith negotiation. If unresolved, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
9. Service Level Agreements (SLAs)
- Response times – How quickly you respond to client requests
- Availability standards – Uptime guarantees for managed services
- Performance metrics – Measurable service quality indicators
- Remedies for non-compliance – Service credits or other compensation