Terms & Conditions

1.The agreement and statements of work

These Terms & Conditions ("Terms") govern all consulting services provided by Nexus Cloud Consulting, LLC, a Tennessee limited liability company ("Consultant"), to any client ("Client"). The specific services, deliverables, schedule, and fees for each engagement are described in one or more statements of work ("SOW") signed by both parties. Each SOW, together with these Terms, forms the complete agreement for that engagement.

If an SOW conflicts with these Terms, the SOW controls for that engagement only. Neither party's preprinted forms, purchase order terms, or invoice boilerplate modify these Terms.

2.Services and client responsibilities

Services

Consultant provides Salesforce development and implementation, CRM architecture, business process automation, and related advisory services as described in each SOW. Consultant will perform the services in a professional and workmanlike manner, consistent with generally accepted industry standards.

Changes to the scope of an SOW require a written change order signed by both parties before the changed work begins. Either party may propose a change order; neither party is obligated to accept one.

Client responsibilities

Client will, at no cost to Consultant:

• Provide timely access to the systems, environments, credentials, information, and personnel reasonably needed to perform the services.
• Designate a point of contact authorized to make decisions and approvals for the engagement.
• Review and respond to deliverables, questions, and approval requests within a reasonable time.
• Maintain its own licenses and subscriptions for Salesforce and any other third-party platforms used in the engagement.
• Maintain backups of its own systems and data, except where an SOW expressly assigns backup responsibilities to Consultant.

Schedule commitments depend on Client meeting these responsibilities. Delays caused by Client may extend the schedule and, where the delay imposes material cost, may be billed at the rates in the applicable SOW.

3.Fees, invoicing, and payment

• Fees: As stated in each SOW, whether hourly, fixed-fee, or milestone-based.
• Invoicing: Per the schedule in the SOW; if the SOW is silent, monthly in arrears.
• Payment terms: Invoices are due within thirty (30) days of the invoice date.
• Late payment: Overdue amounts accrue interest at 1.5% per month or the highest rate permitted by law, whichever is lower. If an invoice remains unpaid ten days after written notice, Consultant may suspend work until the account is current.
• Expenses: Client reimburses reasonable out-of-pocket expenses approved by Client in advance and billed at actual cost.
• Taxes: Fees are exclusive of applicable sales or use taxes, which are Client's responsibility. Each party is responsible for taxes on its own income.

4.Term and termination

These Terms apply from the first signed SOW and continue until all SOWs are completed or terminated.

• For convenience: Either party may terminate an SOW on thirty (30) days' written notice.
• For cause: Either party may terminate an SOW immediately if the other party materially breaches it and fails to cure within fifteen (15) days of written notice.

Upon termination, Client pays for all services performed and approved expenses incurred through the effective date of termination. Consultant will deliver work in progress that has been paid for, return or delete Client data as described in the Privacy Policy, and cooperate in an orderly handoff. Sections 5 through 9 survive termination.

5.Intellectual property

• Deliverables: Upon full payment of the fees for an SOW, Consultant assigns to Client all right, title, and interest in the deliverables developed specifically for Client under that SOW, including custom code, configurations, and documentation built in or for Client's Salesforce environment.
• Pre-existing materials: Consultant retains ownership of materials, tools, frameworks, templates, and generalized know-how that existed before the engagement or are developed outside it. To the extent any are embedded in a deliverable, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use them as part of that deliverable.
• Client materials: Client retains all rights in its data, systems, and materials. Client grants Consultant a limited license to use them solely to perform the services.
• Third-party platforms: Salesforce and other third-party products remain governed by their own license terms; nothing in these Terms transfers any rights in them.

6.Confidentiality and data protection

Confidentiality

Each party may receive non-public business, technical, or financial information from the other ("Confidential Information"). The receiving party will use Confidential Information only for the engagement, protect it with at least the care it uses for its own confidential information (and no less than reasonable care), and not disclose it to third parties except to advisors bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was known to the recipient before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, with prompt notice to the other party where lawful. Confidentiality obligations continue for three (3) years after the engagement ends; obligations for trade secrets continue as long as the information remains a trade secret.

Data protection

Consultant handles personal information as described in its Privacy Policy, which is incorporated into these Terms by reference. In particular, personal data inside Client's Salesforce environment is accessed only on Client's instructions, used solely for the engagement, never sold or shared, and not copied outside Client's systems except as the engagement expressly requires, with working copies deleted when the work is complete. Client remains the owner and controller of the data in its systems at all times.

Client is responsible for ensuring it has the legal right to give Consultant access to the data involved in the engagement.

7.Warranties, liability, and indemnification

Warranties and disclaimers

Consultant warrants that the services will be performed in a professional and workmanlike manner. For thirty (30) days after delivery, Consultant will re-perform, at no charge, any service shown to materially deviate from this warranty. This re-performance is Client's exclusive remedy for breach of this warranty.

EXCEPT AS STATED ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Consultant does not warrant the performance, availability, or fitness of Salesforce or any other third-party platform, and is not responsible for defects caused by Client's modifications, third-party products, or use of deliverables outside their intended purpose. Consultant does not guarantee any particular business outcome.

Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN SOW IS LIMITED TO THE FEES ACTUALLY PAID BY CLIENT UNDER THAT SOW IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to the indemnification obligations below, breach of confidentiality under Section 6, gross negligence, willful misconduct, or Client's obligation to pay fees.

Indemnification

Each party will defend and indemnify the other against third-party claims, damages, and reasonable costs to the extent arising from the indemnifying party's breach of these Terms, violation of law, gross negligence, or willful misconduct.

Consultant will additionally defend Client against third-party claims that a deliverable, as delivered, infringes a United States copyright or trade secret, and will pay resulting damages finally awarded, provided Client gives prompt notice and reasonable cooperation and Consultant controls the defense. If a deliverable is found infringing, Consultant may modify it, replace it, or refund the fees paid for it. Consultant has no obligation for claims arising from Client's modifications, Client's materials or instructions, combination with items Consultant did not supply, or third-party platforms.

8.Governing law and disputes

These Terms and each SOW are governed by the laws of the State of Tennessee, without regard to conflict-of-laws rules. Before filing any action, the parties will attempt in good faith to resolve the dispute through direct negotiation for at least thirty (30) days. Any action that cannot be resolved will be brought in the state or federal courts of Tennessee, and each party consents to their jurisdiction and venue. The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.

9.General provisions

• Independent contractor: Consultant is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Consultant controls the manner and means of performing the services, is responsible for its own taxes, insurance, and benefits, and has no authority to bind Client. Nothing in these Terms creates an exclusive relationship; Consultant may serve other clients, subject to the confidentiality obligations in Section 6.
• Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as practicable.
• Assignment: Neither party may assign these Terms or an SOW without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Notices: Legal notices must be in writing and sent to Consultant at info@nexuscloudconsulting.com and to Client at the address in the SOW. Notice is effective on receipt.
• Entire agreement: These Terms and the applicable SOW are the entire agreement for each engagement and supersede prior discussions. Amendments must be in writing and signed by both parties.
• Severability and waiver: If a provision is unenforceable, the rest remain in effect. A party's failure to enforce a provision is not a waiver of it.
• Publicity: Neither party will use the other's name or logo publicly without written consent, except that Consultant may identify Client by name in a client list with Client's prior approval.
• Survival: Sections 5 through 9 survive completion or termination of any SOW.