Terms of Service

Terms of Service for David Hepburn, III, IT/IS Consultant and associates

Effective Date: May 30, 2001

These Terms of Service ("Terms") govern your use of the IT consulting services provided by David Hepburn, III, IT/IS Consultant and associates ("Consultant," "we," "our," or "us"). By engaging our services, you ("Client") agree to be bound by these Terms. If you do not agree to these Terms, please do not engage our services.

1. Services Provided

• We provide a range of IT consulting services, including but not limited to:
• IT infrastructure consulting
• System and network administration
• Cybersecurity assessment and recommendations
• IT support and troubleshooting
• Software implementation and configuration
• The scope, deliverables, and timeline for the services will be agreed upon in a separate proposal or contract ("Service Agreement").

2. Fees and Payment

• Rates:
  Our consulting services are provided on a fee-for-service (hourly), a retainer rate, and/or a project rate rate, as specified in the Service Agreement.
• Invoicing:
  Invoices will be issued upon completion of services, or as otherwise agreed in the Service Agreement.
• Payment Terms:
  Payment is due within 14 days of the invoice date unless otherwise specified in the Service Agreement. Late payments may incur interest of 2.5% per month.
• Expenses:
  Any additional expenses incurred during the provision of services (e.g., travel, hardware, software licenses) will be pre-approved by the Client and reimbursed by the Client.

3. Client Responsibilities

• To enable us to provide services efficiently, the Client agrees to:
• Provide accurate and complete information regarding your IT systems and requirements.
• Grant necessary access to IT systems, networks, and other relevant resources.
• Designate a primary point of contact for communication and decision-making purposes.
• Ensure that any third-party software or hardware used is properly licensed.

4. Confidentiality

• Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the consulting services. Confidential information includes, but is not limited to, technical data, business plans, and financial information.
• This obligation will survive the termination of these Terms for a period of 7 years.

5. Intellectual Property

• Client Ownership:
  The Client retains ownership of all intellectual property rights in any data, software, systems, or materials provided to the Consultant.
• Consultant Ownership:
  Any methodologies, processes, or software developed independently by the Consultant during the course of providing services remain the intellectual property of the Consultant.
• License:
  Upon full payment of fees, the Client will receive a non-exclusive, non-transferable license to use certain deliverables created by the Consultant as part of the services provided.  Licenses may be granted for a limited period or for the lifetime of the work.

6. Warranties and Disclaimers

• No Guarantee of Results:
  While we strive to provide high-quality IT consulting services, we do not guarantee specific results, outcomes, or uninterrupted operation of systems.
• Third-Party Services:
  We may recommend or utilize third-party software or services as part of our consultation. We are not responsible for the performance, reliability, or security of any third-party tools, and their use is subject to the third-party provider's terms of service.
• Limitation of Liability:
  To the fullest extent permitted by law, our liability for any damages arising out of the services provided shall not exceed the total amount paid by the Client for the services originally.  We are not liable for any indirect, incidental, or consequential damages.

7. Termination
Either party may terminate the Service Agreement with 7 days' written notice. Upon termination, the Client agrees to pay for all services rendered up to the termination date. If the Client terminates a project agreement before the project completion without cause, the Client will be responsible for any work completed up to that point + 50% of the total project cost remaining.

8. Indemnification

• The Client agrees to indemnify and hold the Consultant harmless from any claims, damages, liabilities, or expenses arising out of:
• The Client's breach of these Terms or the Service Agreement.
• The Client's failure to comply with applicable laws, including software licensing and data protection regulations.Any unauthorized use of deliverables or intellectual property.

9. Force Majeure
Neither party will be liable for delays or failures to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor strikes, or government actions.

10. Governing Law and Dispute Resolution
These Terms and any Service Agreement shall be governed by the laws of City of Dallas, County of Dallas, Texas. Any disputes arising out of these Terms shall be resolved through negotiation or mediation. If a resolution cannot be reached, the dispute will be subject to the exclusive jurisdiction of the courts in City of Dallas, County of Dallas, Texas.