Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and Adroit Technology Solutions, a California corporation ("Company," "we," "us," or "our"). By engaging our services, you agree to be bound by these Terms and all applicable laws and regulations.

These Terms apply to all technology services provided by the Company, including but not limited to software development, team augmentation, digital transformation, and related consulting services.

2. Service Agreement and Contracts

All engagements require a signed written contract before commencement of services. The signed contract, along with these Terms, constitutes the complete agreement between the parties. In case of conflict between the contract and these Terms, the signed contract takes precedence.

3. Payment Terms and Billing

Time and Materials Basis

All services are provided on a time and materials basis unless otherwise specified in the signed contract. Billing is based on actual hours worked by our team members at the agreed-upon rates.

Prepaid Retainer

Clients are required to maintain a prepaid retainer equivalent to thirty (30) days of estimated team costs. This retainer must be funded before services commence and replenished monthly.

Monthly Prepayment

• Payment for each month of service is due in advance
• Invoices are issued monthly and are due upon receipt
• Services may be suspended for non-payment without notice
• Late payments may incur a 1.5% monthly service charge
• All payments are non-refundable except as specified in these Terms

Expenses

Client will reimburse Company for pre-approved expenses incurred in connection with the services, including but not limited to third-party software licenses, hosting costs, and travel expenses when applicable.

4. Intellectual Property Rights

Client Ownership

All work product, deliverables, and intellectual property created specifically for Client during the engagement ("Work Product") shall be owned by Client upon full payment of all fees.

Pre-Existing Technology

Any pre-existing technology, frameworks, methodologies, or intellectual property owned by Company that is incorporated into the Work Product shall be licensed to Client for use in connection with the Work Product. Such licenses are non-exclusive, perpetual, and royalty-free.

Third-Party Materials

Client acknowledges that certain third-party software, libraries, or components may be incorporated into the Work Product and may be subject to separate license terms. Company will identify such materials where feasible.

5. Client Responsibilities

Client agrees to provide the following to ensure successful project delivery:

• Timely Input: Provide necessary information, feedback, and approvals within agreed timeframes
• Access: Grant appropriate access to systems, data, and personnel as required for the services
• Decision Making: Designate authorized representatives for project decisions and approvals
• Client-Specific Information: Provide business requirements, technical specifications, and domain expertise
• Testing Environment: Provide or arrange for appropriate testing and staging environments
• Communication: Participate in regular project meetings and status updates
• Documentation Review: Review and approve project documentation and deliverables in a timely manner

6. Service Termination

Termination by Client

Client may terminate services with thirty (30) days written notice. Client remains responsible for:

• All fees for services provided through the termination date
• Any outstanding expenses incurred on Client's behalf
• The minimum three (3) month engagement commitment

Termination by Company

Company may terminate services immediately upon:

• Non-payment of fees or failure to maintain required retainer
• Material breach of these Terms by Client
• Client's failure to provide necessary cooperation or access

Effect of Termination

Upon termination, Company will deliver all Work Product completed through the termination date upon receipt of full payment. Any prepaid but unused fees will be refunded on a prorated basis.

7. Warranties and Disclaimers

Service Warranty

Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Company's sole obligation for breach of this warranty is to re-perform the non-conforming services at no additional charge.

Software Disclaimer

No Consequential Damages

Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

8. Confidentiality

Both parties acknowledge that they may have access to confidential information. Each party agrees to:

• Maintain the confidentiality of all non-public information
• Use confidential information solely for the purpose of performing under this agreement
• Return or destroy confidential information upon termination
• Not disclose confidential information to third parties without written consent

This obligation survives termination of the agreement for a period of five (5) years.

9. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government regulations, natural disasters, or internet service interruptions.

10. Dispute Resolution

Negotiation

The parties agree to attempt to resolve any disputes through good faith negotiation for a period of thirty (30) days before pursuing other remedies.

Mediation and Arbitration

If negotiation fails, disputes shall be resolved through mediation, and if mediation is unsuccessful, through binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

11. Limitation of Liability

Company's total liability to Client for all claims arising out of or relating to this agreement shall not exceed the total amount paid by Client to Company in the twelve (12) months preceding the claim.

12. Independent Contractor

Company is an independent contractor and not an employee, agent, or partner of Client. Company retains the right to control the methods and means of performing the services, subject to Client's requirements and feedback.

13. Data Protection and Security

Company will implement reasonable security measures to protect Client data during the engagement. Client acknowledges that Company may need to process data across multiple jurisdictions given our global workforce. Specific data protection requirements will be addressed in the signed contract as needed.

14. Modification of Terms

These Terms may only be modified by written agreement signed by both parties. Company may update these Terms with thirty (30) days notice for future engagements, but existing contracts will remain governed by the Terms in effect at contract signing.

15. Severability

If any provision of these Terms is found to be unenforceable, the remainder of the Terms shall remain in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

16. Entire Agreement

These Terms, together with the signed contract and any exhibits or attachments, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.