Terms of Service

1. Parties, Application and Agreement Formation

3B Tax & Accounting LLC d/b/a 3B Global Enterprise Advisors (the Firm) is the contracting service provider. 3B Global Enterprise Advisors is the Firm’s technology advisory and engineering division and service brand, not a separate legal entity. Affiliates, owners, officers, employees and subcontractors do not become separate contracting parties or guarantors merely through their involvement in delivery.

The Client is the business or organization identified in the applicable Engagement. The individual accepting an Engagement represents that they have authority to bind the Client.

These Terms apply to business-to-business Services when expressly incorporated into an agreement signed by both parties or accepted through an affirmative electronic acceptance process that identifies the Client, the contracting entity and the applicable version of these Terms. Website access, a preliminary discussion or receipt of a proposal alone does not create a professional services engagement. No Services are authorized until the Firm accepts the Engagement and any agreed commencement conditions are satisfied.

An Engagement means an executed master services agreement, engagement letter, statement of work (SOW), order form or authorized change order incorporating these Terms. A Deliverable is an item expressly designated for delivery in an SOW. Acceptance Criteria are the objective specifications or tests stated in the SOW. A Business Day is Monday through Friday, excluding U.S. federal holidays, measured in Eastern Time.

The Firm evaluates prospective engagements case by case and may accept or decline work based on capacity, expertise, conflicts, risk, payment arrangements and lawful business considerations. Client selection will not be based on race, color, national origin, disability, age, sex, religion, political beliefs or any other characteristic protected by applicable law, and will not penalize the exercise of applicable privacy rights.

2. Order of Precedence; Changes to These Terms

A signed amendment expressly identifying a provision it changes controls that provision. Otherwise, conflicts are resolved in the following order: (a) an executed data processing or security addendum, solely for its subject matter; (b) the executed master services agreement or engagement letter; (c) the applicable SOW; and (d) these Terms. A signed SLA controls its expressly stated service-level subject matter. An SOW changes a master agreement or these Terms only where it expressly identifies the provision being changed.

Purchase orders, vendor portals and procurement forms are administrative documents and introduce no additional terms unless expressly accepted by the Firm in a signed writing. Marketing materials, demonstrations, roadmaps and preliminary estimates do not amend an Engagement.

The Firm may update these Terms by posting a revised version with a new Last Updated date. Updates are effective upon posting for new Engagements that expressly incorporate that version. The version incorporated when an existing Engagement was accepted continues to govern unless the parties affirmatively agree in writing to an amendment or a renewal incorporating the updated Terms. Posting an update or continuing to receive Services does not, by itself, override a signed agreement. All incorporated updates retain the order of precedence established in this Section 2; a different hierarchy must be expressly agreed in an executed amendment. Mandatory statutory rights remain unaffected.

3. Services and Scope Boundaries

Services are organized into the following offerings. These descriptions identify available capabilities; only the activities and Deliverables expressly included in an executed SOW are contracted.

For embedded engagements, the Client manages its product priorities, backlog, internal dependencies and business acceptance unless delivery management is expressly assigned to the Firm. The Firm remains responsible for providing the agreed qualifications, availability and professional standard of service. It may replace assigned personnel with comparably qualified personnel, subject to agreed security and onboarding requirements, and will provide reasonable continuity measures. Replacement does not excuse a failure to provide contracted capacity. Absences, substitution procedures and allocation measurement should be specified in the SOW. No named individual, unlimited throughput or completion of the Client’s overall project is guaranteed unless expressly committed. Operational task coordination by the Client does not transfer the Firm’s employment responsibilities.

An SOW should identify deliverables, exclusions, assumptions, acceptance criteria, responsibilities, dependencies, environments, milestones and any ongoing support obligations. A project backlog, demonstration or discussion is not an agreement to deliver every suggested feature. Discovery may establish that an objective requires a different scope, additional prerequisites or a decision not to proceed.

Unless expressly included, Services exclude continuous monitoring, round-the-clock support, disaster recovery, backup administration, penetration testing, legal or regulatory certification, historical data remediation, vendor procurement, end-user training and post-delivery maintenance. Documentation and source-code handover are limited to the materials specified in the SOW and the rights granted below.

The Firm does not offer Public Accounting Services, Regulated Investment Services, Banking Services or Legal Services under these Terms, as those activities are defined by applicable law. Coordination with independent licensed providers may occur only within applicable legal requirements and does not make the Firm the provider of their regulated services. Each provider’s role and engagement must be identified separately. Services and outcomes are evaluated case by case; economic conditions, regulatory changes, tax law, filing status, entity structure and Client decisions can affect results. The Firm guarantees no tax savings, financial return, certification, regulatory approval, financing or loan approval.

References to business capital, financing opportunities, payment rails, tax-refund bank products or other third-party products do not represent that the Firm is a bank, lender, broker-dealer or other regulated financial-services provider. Any introduction or administrative assistance is subject to applicable law. Product eligibility, underwriting, approval, pricing and performance remain the relevant provider’s responsibility and are governed by its terms. These references do not expand the technology Services included in an Engagement.

4. Delivery Governance and Authorized Instructions

Each party will designate a project lead and an authorized decision-maker. The Firm controls its personnel, work methods and technical execution, subject to the agreed requirements, security obligations and approval gates. The Client retains business ownership, operational decisions and approval of material business tradeoffs and production releases.

The Firm may rely on instructions, decisions and approvals reasonably understood to originate from the Client’s designated representatives. The Client is responsible for resolving conflicting internal instructions. Tickets, email or other designated project channels may document routine delivery decisions. Changes to scope, contractual obligations or commercial commitments require approval by representatives authorized for those changes.

No individual engineer, support representative or subcontractor may independently expand the Firm’s contractual commitments. Informal messaging availability does not create an emergency support commitment or authorize a material change.

5. Client Responsibilities and Dependencies

The Client will provide, at the agreed times:

• Accurate requirements, business rules, representative data, existing documentation and disclosure of known defects, restrictions and technical debt.
• Lawful, appropriately scoped access to systems, repositories, environments, credentials, APIs and personnel, including necessary third-party permissions.
• Active cloud accounts, subscriptions, licenses, capacity, usage quotas and authorized vendor relationships required for the work.
• A decision-maker with authority to resolve priorities, approve changes and coordinate legal, security, procurement and business stakeholders.
• Timely consolidated feedback, testing resources, approvals and participation in agreed meetings.
• Reliable backups, a verified restoration method and a rollback plan before production changes, except to the extent those tasks are expressly assigned to the Firm.
• Required privacy notices, consents, lawful processing grounds and rights to use all materials and data supplied to the Firm.

The Firm is not obligated to independently audit Client-supplied information unless agreed. It will notify the Client of material inaccuracies or dependencies it identifies in performing the Services.

Where an SOW specifies no response period, the Client will respond to a documented request for routine information or approval within five Business Days. Silence does not approve a scope change, additional expenditure or production release. Acceptance of delivered work is governed separately by Section 9.

6. Dependency Failures, Delay and Resource Availability

Schedules depend on the assumptions and dependencies documented in the Engagement. Dates are estimates unless the SOW expressly identifies a binding deadline and the conditions supporting it. A target date is not a guarantee of launch, business readiness or third-party approval.

If a Client obligation, third-party dependency or disclosed assumption is unmet, the Firm will identify the affected work and reasonably anticipated impact. To the extent caused by that event, affected dates and service-level clocks will be adjusted to reflect the actual impact, reasonable resequencing and remobilization. Relief is limited to affected obligations; the Firm will use commercially reasonable efforts to mitigate disruption and continue unaffected work where practicable.

The Firm may pause affected work or reassign personnel while a dependency remains unresolved. After ten Business Days of a documented blockage, it may place the affected project on hold following written notice. Resumption is subject to resource availability, confirmation that prerequisites are satisfied and agreement on any necessary change order. The original delivery slot or personnel are not guaranteed to remain available.

After thirty calendar days on hold, either party may terminate the affected SOW on written notice. Financial reconciliation and handover are governed by Section 18. The Firm may recover only amounts permitted by the Engagement; these Terms do not independently impose standby charges, automatic restart charges or a forfeiture of all prepaid funds.

7. Scope Changes, Estimates and Evolving Requirements

New functionality, revised architecture, changed integrations, additional environments, expanded datasets, altered security requirements, unsupported legacy systems and changes to previously approved decisions may require a change order. The Firm will describe the resulting scope, schedule, resource and commercial impacts before undertaking material additional work.

Until a change is approved, the Firm may continue the existing scope or pause the portion that cannot reasonably proceed. A request to investigate an issue does not authorize unlimited remediation. Reprioritizing an agile backlog does not expand the agreed capacity or deliverables.

Estimates are based on available information and are not fixed commitments unless expressly designated as such. The Firm will notify the Client when it reasonably anticipates a material departure from an agreed estimate. Correcting the Firm’s own failure to meet the agreed requirements is not a chargeable scope change merely because additional effort is required.

8. Discovery, Prototypes and Unsuccessful Initiatives

Discovery, feasibility studies, research, proofs of concept, pilots and experimental AI development are undertaken to investigate defined questions or test agreed hypotheses. A finding that an approach is infeasible, unsuitable or commercially unattractive can constitute completion of those Services when the agreed work and reporting have been performed.

A prototype or demonstration is not production-ready unless the SOW expressly provides otherwise. Further engineering, security work, evaluation, integration, documentation and operational preparation may be necessary before deployment.

The Firm does not guarantee commercial success, funding, user adoption, profitability, savings, model accuracy, interoperability with undisclosed systems or completion of an initiative whose essential dependencies remain unmet. These outcome limitations do not excuse failure to perform expressly contracted Services with the care required by Section 10.

An initiative’s cancellation, unsuccessful business outcome or rejection of a tested hypothesis does not itself establish breach or entitle the Client to repayment for properly performed Services. Conversely, labeling work “experimental” does not excuse an undelivered contractual obligation or eliminate an express remedy. Any materially revised approach requires agreement; the Firm is not obligated to provide unlimited iterations or finance a replacement project.

9. Delivery, Testing and Acceptance

The Firm will identify a Deliverable as ready for acceptance in writing, provide access sufficient for testing and identify the applicable Acceptance Criteria. Unless the SOW states otherwise, the Client has ten Business Days after these conditions are met to test and either accept the Deliverable or provide one consolidated written rejection identifying material failures against the Acceptance Criteria, with reproducible details where reasonably available.

A Material Nonconformity is a reproducible failure that materially prevents a Deliverable from satisfying an express requirement or Acceptance Criterion in the agreed environment. Preferences, newly requested features, immaterial cosmetic issues and failures caused by excluded dependencies are not Material Nonconformities. If no separate Acceptance Criteria are specified, material conformity is measured against the Deliverable’s express SOW description and specifications.

A Deliverable is accepted upon the earliest of: (a) written acceptance; (b) intentional productive use beyond agreed testing or a pilot; or (c) expiration of the acceptance period without a qualifying rejection, provided the Firm’s delivery notice clearly states that consequence. Limited evaluation, emergency mitigation use and previously agreed pilot use do not alone constitute acceptance.

For a timely qualifying rejection, the Firm will correct the Material Nonconformity and return the affected portion for retesting. The Client will have five Business Days to test the corrected portion and reasonably affected functions. Minor defects will be recorded for correction within the applicable obligations and do not prevent acceptance of materially conforming work. Separately usable, conforming milestones may be accepted independently.

Acceptance does not waive the limited warranty below, concealment claims or rights that cannot lawfully be waived. Disagreement about one portion does not reject unrelated conforming work.

10. Limited Warranty and Project-failure Remedies

The Firm warrants that it will perform Services with reasonable professional skill and care and that Deliverables will materially conform to their express SOW specifications when delivered. The Client must notify the Firm of a claim under the limited Deliverable warranty within thirty calendar days after acceptance, identifying the nonconformity and reasonably available supporting details. This warranty-notice period does not shorten an applicable statutory limitation period or eliminate independent claims for breach of other express obligations.

For a covered failure, the Firm will first have a reasonable opportunity to investigate and correct the Deliverable or reperform the affected Services without additional charge. The Client will provide reasonable cooperation and access and take reasonable steps to prevent avoidable loss. For a material production impact, the parties will promptly agree on containment and a remediation plan appropriate to the severity; this does not create a guaranteed recovery time.

If correction or reperformance is not reasonably achievable within a reasonable period, the Client may terminate the materially affected portion and receive a refund of amounts paid specifically for that unusable, nonconforming portion. Where the affected portion has no reasonably usable standalone value, the assessment will include the inseparable affected Deliverable. No refund is due for unrelated conforming Services. Refunds and damages may not duplicate recovery for the same loss.

Subject to Section 16 and nonwaivable law, correction, reperformance and the foregoing refund are the exclusive remedies for breach of the limited conformity and professional-performance warranties in this Section. They do not eliminate remedies expressly provided for a separate confidentiality, data-protection or other contractual breach. If an exclusive remedy is unenforceable, the remaining lawful liability limitations continue to apply.

The warranty excludes failures to the extent caused by unauthorized changes; misuse; operation contrary to documentation; unsupported environments; defective Client materials; or third-party changes outside the Firm’s responsibility. The Firm remains responsible for its own contractual obligations and cannot invoke an exclusion to excuse its own contributing breach.

Except for express commitments in the Engagement and to the maximum extent permitted by law, the Firm disclaims implied warranties of merchantability, fitness for a particular purpose and noninfringement. The Firm does not warrant uninterrupted, error-free, vulnerability-free or universally compatible technology.

11. AI Systems and Automated Decisions

AI systems can produce inaccurate, incomplete, biased, nonunique or otherwise unsuitable outputs. Model behavior may vary with inputs, datasets, provider changes and operating conditions. Demonstrated performance does not establish performance on different populations, workloads or environments.

An AI engagement should define intended uses, evaluation datasets, measurable thresholds, human oversight, prohibited uses and escalation controls. Unless expressly included, the Firm does not provide continuous model evaluation, retraining, drift monitoring or independent validation of every generated output.

The Client is responsible for appropriate human validation before relying on AI outputs for material business decisions, and for its deployment decisions and legal obligations. Autonomous actions involving funds, external communications, permissions or destructive operations require expressly agreed controls and authorization. High-impact uses involving employment, credit, healthcare, legal rights or safety require an expressly approved scope and appropriate specialist assessment; generic prototypes are not authorized for those uses.

The Firm will not use Client Confidential Information to train generally available models, or knowingly permit model providers to do so, without the Client’s express written authorization. Approved AI processing remains subject to the Engagement’s security and data-processing requirements. Provider retention, processing location and relevant restrictions must be addressed before restricted data is introduced.

12. Third-party Platforms, Subcontractors and Cloud Accounts

Third-party platforms, models, cloud infrastructure, open-source components and APIs are subject to their own terms, licenses, limits and availability. The Client is responsible for accepting and maintaining required third-party arrangements unless procurement is expressly assigned to the Firm. Provider changes, deprecations, outages, quota restrictions and discontinued functionality may require a change order.

The Firm does not guarantee an independent provider’s performance or continuation. This exclusion does not excuse the Firm’s own configuration errors, contractual selection obligations or expressly assumed monitoring, backup or recovery responsibilities.

The Firm may use qualified subcontractors and affiliates subject to confidentiality, intellectual-property and security obligations appropriate to their work. The Firm remains responsible for their performance of the Firm’s contracted obligations. The Client has no separate payment obligation to a subcontractor absent a separate agreement. Geographic access restrictions and subprocessor approval requirements in an executed data-processing addendum control.

Where practicable, Client production accounts, domains and repositories should be held in the Client’s name with access delegated to the Firm. Credentials must be exchanged through approved secure channels. Procurement authority, spending controls and permissions to change live environments must be expressly documented. The Firm does not acquire unrestricted spending or deployment authority merely by receiving access.

13. Production Deployment, Support and Service Levels

Production releases require the Client’s written approval or a previously approved release procedure. The parties will allocate testing, backup, rollback, change-window and communication responsibilities. The Firm may defer a release presenting a documented material security, data-loss or operational risk pending resolution or an agreed lawful mitigation plan.

Unless an executed SLA states otherwise, standard service coordination is available Monday through Friday, 9:00 a.m.–6:00 p.m. Eastern Time, excluding U.S. federal holidays. These hours describe a support window, not guaranteed availability of software or dedicated personnel. No guaranteed response time, resolution time, uptime percentage, recovery point, recovery time or service credit applies without an executed SLA.

Response means acknowledgment and commencement of triage, not guaranteed resolution. Emergency coverage, on-call engineering and continuous monitoring require an express agreement. Email or messaging outside agreed channels does not necessarily initiate an SLA clock.

An SLA must identify covered systems, severity definitions, measurement sources, maintenance windows, exclusions, escalation procedures and remedies. Exclusions apply only to the extent an excluded event caused the measured failure. Credits, if agreed, are subject to the SLA’s process and may be designated the exclusive remedy for the specified metric failure; they do not automatically extinguish separate security, confidentiality or other contractual claims. Ongoing maintenance and compatibility updates are separate Services unless included in the SOW.

14. Confidentiality, Data Protection and Retention

Each party will protect nonpublic business, technical, financial and personal information disclosed by the other in connection with an Engagement (Confidential Information), use it only for the Engagement and disclose it only to persons with a need to know who are subject to suitable confidentiality duties. Each party will exercise reasonable care and no less than the care it uses for comparable information of its own.

These obligations do not apply to information demonstrably public without breach, already lawfully known, independently developed or lawfully obtained without restriction. A legally compelled disclosure is permitted to the required extent, with advance notice where lawful and reasonable cooperation regarding protective measures. Nothing restricts protected reporting to government authorities or other nonwaivable rights.

The Firm will maintain reasonable administrative, technical and organizational safeguards proportionate to the Services and agreed data classifications. No certification, independent assurance report, data-residency commitment or sector-specific compliance status is represented unless expressly documented and accurate. The Client must disclose regulated or unusually sensitive data before access is granted. Such data may not be introduced until the parties agree on appropriate safeguards and any required data-processing agreement or other addendum. Each party shall comply with data-protection laws applicable to its role and processing, including the EU GDPR, UK GDPR and California CCPA as amended by the CPRA where applicable. Any required controller–processor terms, service-provider restrictions, subprocessor authorizations and international-transfer safeguards must be established before the relevant processing begins. References to ISO standards or SOC 1/SOC 2 criteria describe frameworks only and do not represent certification or an independent assurance report.

The Firm will notify the Client without undue delay after becoming aware of a personal data breach affecting Client data processed on the Client’s behalf, and of other security incidents as required by the Engagement or applicable law. Notification will not be postponed until a full investigation is complete. Available information will describe the nature and scope of the incident, affected data and individuals where known, likely consequences, mitigation or remediation, relevant timing and a contact for follow-up. Additional details may be supplied in stages. Each party remains responsible for legally required regulator and individual notifications; where the GDPR controller-notification rule applies, supervisory-authority notification is required without undue delay and, where feasible, within 72 hours of awareness unless the applicable risk exception applies. Shorter binding deadlines remain controlling.

On request following termination, the Firm will make Client data in its possession available in a reasonably accessible existing format during a thirty-day transition period, unless the Engagement or law requires longer. Thereafter, the Firm may delete it under its retention procedures, except for legally required records, evidence needed for bona fide disputes and ordinary backup copies retained under restricted access until their normal deletion cycle. Retained information remains protected. The Firm is not an indefinite archive. Confidentiality survives for five years after termination, and for trade secrets and protected personal data for as long as required by applicable law.

Confidential tax-return information, if relevant to a separately authorized engagement, will not be used or disclosed without required authorization or another applicable legal basis. This technology framework does not authorize unrestricted access to tax, health, financial-account or other regulated records. The Privacy Notice explains information practices; it does not replace an executed data-processing agreement or consent required by law.

15. Intellectual Property and Permitted Reuse

The Client retains ownership of its preexisting materials, data, trademarks and systems (Client Materials) and grants the Firm the limited rights necessary to perform the Services. The Client represents that it has authority to grant those rights.

The Firm retains its preexisting and independently developed software, reusable tools, libraries, templates, methodologies, know-how, generic improvements and development infrastructure (Firm Technology). Firm Technology does not include Client Confidential Information or Client-specific business logic expressly designated as assigned Deliverables. Third-party and open-source materials remain subject to their respective licenses.

Unless the SOW expressly provides a different ownership model, upon full payment for the applicable Deliverable, the Firm assigns to the Client its rights in the original, Client-specific portions of that Deliverable created under the SOW, excluding Firm Technology and third-party materials. The Firm will obtain appropriate rights from personnel and subcontractors to effect that assignment.

To the extent Firm Technology is embedded in or necessary to use a paid Deliverable, the Firm grants the Client a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify and permit its service providers to support that Firm Technology solely as part of the Deliverable for the Client’s business purposes, including operation of Client products contemplated by the SOW. That license may transfer with the applicable Deliverable or relevant business, but does not permit separate commercialization of Firm Technology. Access to source code, build systems and proprietary standalone platforms is provided only as specified in the SOW; any restriction material to the Client’s intended use must be disclosed before agreement.

The Firm may reuse general skills, ideas and know-how that do not disclose Client Confidential Information or reproduce assigned Client-specific work. No joint ownership, exclusivity, source-code escrow or restriction on serving other clients is implied. The Firm will not knowingly introduce a component requiring disclosure of the Client’s proprietary source code without prior written approval. AI-generated material may not support exclusive ownership; the Firm transfers only rights it lawfully possesses and does not promise uniqueness.

16. Allocation and Limitation of Liability

To the maximum extent permitted by law, neither party is liable under an Engagement for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, lost revenue, lost business opportunities, anticipated savings or reputational harm, whether direct or indirect, arising from that Engagement. Reasonable direct costs of restoring data or systems are not excluded solely because they concern data loss, but remain subject to the applicable liability cap.

Except as stated below, the Firm’s aggregate liability arising out of or relating to an affected SOW, under contract, tort (including ordinary negligence), indemnity or any other theory, will not exceed the fees paid or payable to the Firm under that SOW for Services performed or due to be performed during the twelve months immediately preceding the first event giving rise to the claim. For an SOW in effect for less than twelve months, the cap includes fees paid or payable for Services performed or due to be performed from its commencement through that event.

The cap applies collectively to the Firm and its personnel and subcontractors; multiple claims do not multiply it. Unrelated engagements do not increase the cap. Refunds and credits for the same underlying failure count toward the applicable cap. Return of unearned prepaid amounts on termination is not damages and is not limited by the cap.

Neither the exclusions nor the cap limit liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence where restriction is prohibited, or any liability that applicable law does not permit the parties to exclude or limit. The Client’s obligation to pay agreed charges and each party’s unauthorized use or disclosure of the other’s intellectual property or Confidential Information are not protected by the damages exclusions above; the Firm’s monetary liability for such matters remains subject to the cap unless an express exception or signed addendum provides otherwise.

Each party will take reasonable steps to mitigate avoidable loss. These provisions allocate risk for the agreed Services and do not promise immunity from claims or regulatory obligations. Any higher or separate security, confidentiality or intellectual-property cap must be expressly agreed in writing.

17. Third-party Claims and Indemnity

The Client will defend and indemnify the Firm against third-party claims, damages finally awarded and reasonable settlements and defense costs, to the extent arising from: (a) Client Materials infringing third-party rights; (b) the Client’s unlawful processing instructions or absence of required data rights or consents; or (c) unauthorized modification, combination or use of a Deliverable that causes the claim. This obligation does not apply to the extent a claim results from the Firm’s breach, negligence or misconduct. It does not convert an ordinary first-party dispute about project performance into an indemnity claim.

The Firm must give prompt notice, with delay relieving the Client only to the extent materially prejudiced; provide reasonable cooperation at the Client’s expense; and allow the Client to control the defense with qualified counsel. No settlement may admit wrongdoing by, impose a nonmonetary obligation on, or fail to fully release the Firm without its written consent, not unreasonably withheld. The Firm may participate through separate counsel at its own expense, except where applicable conflict rules require otherwise.

Any Firm indemnity for infringement, security incidents or other matters must be stated in the executed Engagement and coordinated with Section 16. No broader indemnity is implied by a product demonstration, marketing statement or description of “enterprise” services.

18. Commercial Terms, Suspension and Termination

All pricing, payment schedules, taxes, expenses and purchasing commitments are established exclusively in the applicable Engagement. These Terms publish no rates and authorize no unilateral price adjustment. The Client remains responsible for properly authorized Services and commitments under that Engagement. A timely, good-faith dispute about a particular amount does not excuse payment of undisputed amounts.

Unless the Engagement provides otherwise, the Firm may suspend affected Services for an overdue undisputed amount after written notice and ten calendar days to cure. The Firm may suspend immediately to the extent reasonably necessary to address unlawful instructions, an imminent material security threat or a legal prohibition, with prompt notice where lawful. Suspension will be proportionate; it does not authorize deletion of Client data, disabling unrelated Client systems or withholding Client-owned credentials as collection measures.

Either party may terminate for a material breach not cured within fifteen calendar days after reasonably detailed written notice. Where a curable nonpayment-independent breach cannot reasonably be remedied in that period, the breaching party may receive up to fifteen additional days if it begins promptly, provides a credible cure plan and diligently proceeds. Termination may be immediate for an incurable material breach or where continued performance is unlawful. Convenience termination and any notice period apply only if expressly provided in the Engagement.

Upon termination, the Client will pay for conforming Services performed through termination and documented, authorized, noncancelable third-party commitments, subject to applicable remedies and agreed limits. The Firm will refund unearned prepaid amounts after that reconciliation. There is no automatic entitlement to payment for all unperformed work, lost future profits or forfeiture of every advance payment.

The Firm will provide Client Materials and Client-owned account access as required by Section 14, and paid Deliverables in their then-current condition. Incomplete work will be identified as incomplete; ownership and use rights remain governed by Section 15. Additional migration, documentation, knowledge transfer or transition engineering requires an agreed scope. The Firm is not obligated to operate an ended service indefinitely, but will cooperate reasonably to avoid preventable disruption during the agreed transition.

19. Force Majeure

Neither party is responsible for delay or nonperformance to the extent caused by events beyond its reasonable control that could not reasonably have been prevented or overcome through the measures required by the Engagement, including natural disasters, government restrictions, widespread infrastructure failures or war. Ordinary staffing shortages, lack of funds and preventable failures within a party’s responsibility do not automatically qualify. A cyber incident qualifies only to the extent it satisfies this standard; the occurrence of an incident alone is insufficient.

The affected party will promptly notify the other, mitigate effects and resume performance when reasonably possible. Payment for Services already properly performed remains due. Either party may terminate materially affected Services if the event continues for thirty calendar days, with reconciliation under Section 18.

20. Disputes, Governing Law and Notices

The parties will first refer a dispute to their project leads and then, if unresolved, to an authorized executive of each party. If unresolved within fifteen calendar days after written escalation, either party may request confidential mediation. Mediation proceeds by mutual agreement and is not an indefinite bar to court proceedings, urgent relief or preservation of a claim before a filing deadline.

Unless an executed Engagement provides otherwise, Florida law governs, excluding conflict-of-law rules, and the parties consent to exclusive jurisdiction in the state courts located in Miami-Dade County, Florida, or the federal courts for the Southern District of Florida having jurisdiction. Mandatory laws that cannot be waived remain applicable. These Terms do not shorten statutory limitation periods or impose mandatory arbitration or a class-action waiver.

Legal notices must be sent to the notice contacts identified in the executed Engagement by a method providing evidence of delivery. Email notices are effective when acknowledged by the recipient or when reliable records demonstrate delivery to the designated notice address, excluding automated rejection or nondelivery. Routine project chat is not a substitute for formal breach or termination notice. Either party may update its notice details by written notice.

21. General Provisions

The parties are independent contractors. No partnership, joint venture, fiduciary relationship, agency to bind the other party or employment relationship is created. The Client does not direct the employment terms of the Firm’s personnel.

Neither party may assign an Engagement without the other’s prior written consent, not unreasonably withheld, except in connection with a merger, reorganization or transfer of substantially all of the relevant business or assets to a successor capable of performing the obligations and bound by them. An assignment does not itself release accrued obligations. Delegation to subcontractors is governed by Section 12.

Neither party may use the other’s name, trademarks or project details in publicity or case studies without prior written consent. Each party will comply with laws applicable to its own performance, including applicable anti-bribery, sanctions, export-control, privacy and labor requirements. The Firm prohibits forced labor, trafficking and unlawful recruitment practices in its delivery relationships. No blanket certification of compliance with every jurisdiction’s laws is implied.

If a provision is unenforceable, it will be limited only to the extent law permits, and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Amendments and waivers require an authorized writing. Electronic signatures and counterparts may be used where legally permitted.

The Engagement and incorporated documents constitute the entire agreement on their subject matter, without excluding liability for fraud or nonwaivable rights. Payment obligations accrued before termination, confidentiality, intellectual property, applicable remedies, liability allocation, dispute provisions and other terms intended by their nature to survive will survive termination. No third party has enforcement rights except the Firm personnel and subcontractors expressly protected by Section 16, solely to enforce those protections.