Terms and Conditions

Terms and Conditions for Consulting Services

Effective Date: December 2024

These Terms and Conditions ("Agreement") govern the provision of consulting services by CERT Group Inc and to the client. By engaging in a consultation or contracting for Services, the Client agrees to be bound by the terms of this Agreement. Please read these terms carefully.

1. Scope of Services 1.1 Services Provided: Consultant agrees to provide consulting services as described in the Statement of Work (SOW) or project proposal agreed upon by both parties ("Services"). 1.2 Modifications:Any changes or additions to the scope of the Services must be agreed upon in writing by both parties.

2. Fees and Payment 2.1 Fees: The Client agrees to pay the fees outlined in the SOW or project proposal. Fees may be hourly, fixed-price, or based on another agreed-upon structure. 2.2 Invoicing: Consultant will invoice Client for Services rendered at intervals as described in the SOW. All invoices are due [30] days from the invoice date, unless otherwise specified. 2.3 Late Payments: If Client fails to pay within the specified time, Consultant reserves the right to charge interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law. 2.4 Expenses:Client agrees to reimburse Consultant for any pre-approved out-of-pocket expenses incurred while performing the Services, including but not limited to travel, lodging, and materials.

3. Confidentiality 3.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information received from the other party during the course of the engagement. 3.2 Non-Disclosure:The Client agrees not to disclose any confidential information or materials shared by the Consultant without the Consultant’s prior written consent. 3.3 Exceptions:Confidentiality obligations do not apply to information that is publicly available, independently developed, or disclosed due to legal requirements.

4. Intellectual Property 4.1 Ownership of Deliverables:Consultant agrees that all deliverables provided to Client as part of the Services are the property of Client, unless otherwise specified in the SOW or project proposal. 4.2 Consultant’s Tools and Methods: Consultant retains ownership of any tools, methods, or intellectual property developed prior to or outside the scope of the Services. 4.3 License to Use Deliverables: Upon full payment, Client will be granted a non-exclusive, perpetual, and worldwide license to use the deliverables for their intended purpose.

5. Term and Termination 5.1 Term: This Agreement will commence on the effective date and continue until the completion of the Services or termination by either party, as outlined below. 5.2 Termination for Convenience: Either party may terminate this Agreement for any reason with [30] days' written notice. 5.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term and fails to cure such breach within [15] days after receiving written notice. 5.4 Effect of Termination: Upon termination, Client shall pay for all Services rendered and expenses incurred up to the date of termination.

6. Liability and Indemnity 6.1 Limitation of Liability:To the fullest extent permitted by law, Consultant’s liability for any claims arising from this Agreement will be limited to the amount paid by Client for Services rendered under this Agreement. 6.2 Indemnification: Client agrees to indemnify and hold harmless Consultant from any claims, losses, damages, liabilities, or costs arising out of Client’s use of the deliverables or the breach of any terms of this Agreement.

7. Dispute Resolution 7.1 Negotiation: In the event of a dispute, both parties agree to attempt to resolve the matter amicably through negotiation. 7.2 Arbitration: If the dispute cannot be resolved through negotiation, the parties agree to resolve the dispute through binding arbitration conducted in [Location], under the rules of [Arbitration Organization]. 7.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of contract signing, without regard to its conflict of laws principles.

8. Force Majeure Neither party will be held responsible for any failure or delay in performance under this Agreement due to causes beyond their reasonable control, including but not limited to natural disasters, war, strikes, pandemics, or governmental actions.

9. Independent Contractor Consultant is an independent contractor and not an employee of Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

10. Entire Agreement This Agreement, including any attached SOW, constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, written or oral, relating to the subject matter hereof. Amendments to this Agreement must be in writing and signed by both parties.

11. Severability If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.

12. Notices All notices under this Agreement must be in writing and sent to the addresses listed in the SOW or project proposal, either by email or via certified mail.

Client's Acknowledgment: By engaging the Consultant for Services or signing any related documents, the Client acknowledges that they have read, understood, and agree to abide by these Terms and Conditions.

Consultant:
CERT Group Inc
833-374-4002
info@certgroup.ai

Client: