Consulting Services Agreement
Our services are provided as defined within the Statement(s) of Work (“SOWs”) agreed upon with our clients and governed by the following Terms & Conditions.
1. PURPOSE & SCOPE
Vendor shall provide business process mapping, analysis, optimization, and related advisory services (“Services”) as described in one or more Statements of Work (“SOWs”) executed under this Agreement.
Each SOW shall define:
- Scope and objectives
- Deliverables
- Timeline
- Fees
- Assumptions and dependencies
In the event of conflict, the SOW governs that engagement.
2. USE OF ADVANCED TECHNOLOGIES (INCLUDING AI)
2.1 Technology-Enabled Delivery
Vendor may utilize advanced technologies, including artificial intelligence (AI), machine learning, process mining tools, and workflow automation platforms, to enhance efficiency, accuracy, and analytical insight in delivering the Services.
2.2 Safeguards
Vendor represents that:
- AI tools will be used solely to support delivery of the Services.
- Customer Confidential Information will not be used to train public or third-party foundation models.
- Customer data will not be commingled with other clients’ data.
- Any AI-assisted outputs will be reviewed by qualified personnel prior to delivery.
2.3 No Automated Decision Authority
AI tools shall not independently make binding business decisions on behalf of Customer. Final Deliverables remain subject to human validation and Customer approval.
3. FEES & PAYMENT
Fees shall be set forth in each SOW.
Unless otherwise specified:
- 40% upon project initiation
- 40% upon delivery of validated As-Is deliverables
- 20% upon final acceptance
Invoices are payable within thirty (30) days. Customer shall pay for Services performed through any termination date.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Customer Ownership of Deliverables
Upon full payment, all final Deliverables created specifically for Customer under an SOW (“Work Product”) shall be the exclusive property of Customer.
Vendor hereby assigns to Customer all right, title, and interest in such Work Product, including all associated intellectual property rights.
4.2 Native File Transfer
Vendor shall deliver all editable/native files, models, documentation, and supporting materials necessary for Customer to use and modify the Work Product without dependency on Vendor systems.
4.3 Vendor Pre-Existing Materials
Vendor retains ownership of:
- Pre-existing methodologies
- Templates
- Tools
- AI models
- Frameworks
- Know-how
To the extent incorporated into Work Product, Vendor grants Customer a perpetual, worldwide, royalty-free, irrevocable license to use, copy, and modify such embedded components solely for Customer’s internal business purposes.
4.4 Residual Knowledge
Nothing in this Agreement restricts Vendor from using generalized knowledge, skills, or experience retained in unaided memory, provided no Confidential Information is disclosed.
5. CONFIDENTIALITY
5.1 Definition
“Confidential Information” includes all non-public business, technical, financial, operational, and personal information disclosed in connection with this Agreement.
5.2 Obligations
Each Party shall:
- Use Confidential Information solely to perform this Agreement
- Protect it with no less than reasonable care (and at least industry-standard safeguards)
- Limit access to personnel with a need to know
- Ensure personnel are bound by confidentiality obligations
5.3 Compelled Disclosure
If disclosure is required by law, the receiving Party shall provide prompt notice (where legally permitted).
Confidentiality obligations survive for five (5) years; trade secrets survive indefinitely.
6. DATA PROTECTION & SECURITY
6.1 Data Use Limitation
Vendor shall:
- Use Customer data solely to perform the Services
- Not sell, share, or disclose Customer data to third parties except approved subprocessors
- Not use Customer data to train public AI models
6.2 Security Controls
Vendor shall maintain appropriate administrative, technical, and physical safeguards, including:
- Access controls based on least privilege
- Secure development and review practices
6.3 Data Breach Notification
Vendor shall notify Customer without undue delay (and no later than 72 hours) upon becoming aware of a confirmed security incident affecting Customer data.
6.4 Data Return & Deletion
Upon termination or request, Vendor shall return or securely delete Customer data, except where retention is legally required.
6.5 Regulatory Compliance
Where applicable, the Parties shall execute a Data Processing Addendum (DPA) to address GDPR, CCPA, or other applicable data protection laws.
7. WARRANTIES
Vendor warrants that:
- Services will materially conform to the applicable SOW
- Deliverables will not knowingly infringe third-party intellectual property rights
- Personnel are qualified and authorized
Except as expressly stated, no other warranties apply.
8. INDEMNIFICATION
Vendor shall indemnify and defend Customer against third-party claims arising from:
- Alleged IP infringement by Deliverables
- Vendor’s gross negligence or willful misconduct
- Vendor’s breach of confidentiality or data protection obligations
Customer shall indemnify Vendor for claims arising from Customer-provided materials.
9. LIMITATION OF LIABILITY
Except for:
- Breach of confidentiality
- Data protection violations
- IP infringement
- Indemnification obligations
- Gross negligence
Each Party’s aggregate liability shall not exceed two (2) times the total fees paid under the applicable SOW.
Neither Party shall be liable for indirect, incidental, special, or consequential damages.
10. TERM & TERMINATION
Either Party may terminate:
- For convenience upon thirty (30) days’ written notice
- For material breach if not cured within fifteen (15) days
Upon termination:
- Customer shall pay for Services performed
- Vendor shall deliver completed Work Product
- Data return/deletion obligations apply
For questions about our standard terms, please contact [email protected].