Client Service Policies

Client Service Policies

This Client Service Policies Agreement (the "Agreement") is entered into by and between the parties identified below. These policies set forth the mutual rights, duties, and obligations of the parties with respect to the services to be provided and received.

Parties

Recitals

WHEREAS, the Service Provider maintains expertise and resources to perform the services described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that these Client Service Policies govern the delivery, payment, confidentiality, and other administrative matters associated with the services.

Scope of Work

The Service Provider shall provide services as described below. The parties agree that the description forms the basis of performance expectations and deliverables.

Service Delivery & Client Responsibilities

The Service Provider will perform services with reasonable care, skill, and diligence consistent with industry standards. The Client will timely provide access, information, approvals, and cooperation reasonably required for the Service Provider to perform. Failure by the Client to provide required cooperation may result in schedule adjustments and additional fees.

Payment Terms

The Client shall compensate the Service Provider in accordance with the following terms. All monetary amounts are in the stated currency unless otherwise agreed in writing.

Late payments shall accrue interest and additional charges as set forth below.

Term and Termination

This Agreement commences on the Effective Date below and continues until completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this section.

Effective Date:    End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period above. Upon termination, the Client shall pay for services performed and non-cancellable commitments incurred through the effective date of termination.

Cancellation, Rescheduling & Refund Policy

Appointments and deliverable timelines are subject to the following policies: cancellations made less than the agreed notice period may be subject to a cancellation fee; rescheduling is permitted with reasonable notice and subject to availability. Refunds will be provided only as expressly set out in writing and otherwise not required by law.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, or financial information marked or identified as confidential or which reasonably should be understood to be confidential. Each party shall:

1. Use Confidential Information solely for the purposes of performing under this Agreement;
2. Not disclose Confidential Information to third parties except to its employees, contractors, or agents who have a need to know and are bound to confidentiality obligations; and
3. Exercise reasonable care to protect Confidential Information from unauthorized disclosure, which shall be no less than the same degree of care it uses to protect its own confidential information.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except to the extent disclosure is required by law.

Intellectual Property

Unless otherwise agreed in writing, the Service Provider retains ownership of pre-existing intellectual property and methodologies. The Client is granted a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. Any third-party materials incorporated into deliverables are subject to the third-party terms and licensing.

Limitation of Liability & Indemnification

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, or consequential damages arising out of or related to this Agreement. The Service Provider's aggregate liability for any claim arising under or related to this Agreement shall not exceed the fees paid by the Client to the Service Provider under this Agreement during the six (6) month period preceding the claim. The Client shall indemnify and hold harmless the Service Provider from third-party claims arising from the Client's misuse of deliverables or breach of this Agreement.

Data Security & Privacy

The Service Provider shall implement reasonable administrative, technical, and physical safeguards to protect personal data processed in connection with the services. The Service Provider will notify the Client of any confirmed data breach affecting the Client's Confidential Information as soon as practicable and cooperate in breach response efforts.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved in the courts of the chosen jurisdiction.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

Acknowledgment & Acceptance

By signing below, the parties acknowledge that they have read, understood, and agree to be bound by these Client Service Policies.

I acknowledge receipt of and agree to the Client Service Policies.

Service Provider acknowledges and agrees to perform in accordance with these policies.

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