DaniMacB.com
Terms and Conditions
Introduction
Overview of the Consulting Firm
DaniMacB is an advanced technology and business consulting firm that specializes in providing comprehensive and innovative solutions to meet the diverse needs of our clients. Our team of skilled professionals is dedicated to helping businesses optimize their operations, implement cutting-edge technologies, and drive growth. We are committed to delivering the highest level of service and expertise in various industries and aim to foster long-term partnerships with our clients to achieve sustained success.
Purpose of the Terms and Conditions
The purpose of these Terms and Conditions is to establish the legal framework governing the relationship between DaniMacB and its clients. This document outlines the respective rights, obligations, and responsibilities of both parties and serves as a binding agreement for any services rendered by DaniMacB to the client. By entering into this agreement, both parties acknowledge and accept the terms set forth herein and agree to abide by them in all aspects of their professional relationship.
Acceptance of the Terms and Conditions
By engaging with DaniMacB and utilizing its services, the client agrees to be bound by these Terms and Conditions. This agreement shall become effective upon the client’s acceptance, either explicitly or implicitly, of the terms herein. This acceptance may be demonstrated through actions such as signing a contract, issuing a purchase order, or proceeding with a project after receiving a proposal or quote from DaniMacB. It is the responsibility of the client to read and understand these terms before entering into any agreement with DaniMacB.
Changes and Updates to the Terms and Conditions
DaniMacB reserves the right to modify or update these Terms and Conditions at any time, with or without prior notice to the client. Any such changes will be posted on the DaniMacB website, and it is the responsibility of the client to periodically review these terms to stay informed of any modifications. By continuing to engage with DaniMacB and utilize its services after any changes are made, the client agrees to be bound by the updated Terms and Conditions. If the client does not agree with any changes, they must promptly notify DaniMacB and discontinue their use of the firm’s services.
Services and Scope of Work
Description of consulting services
DaniMacB is an advanced technology and business consulting firm that provides a range of services to help clients optimize their business performance, enhance productivity, and innovate their processes. Our services include, but are not limited to, technology strategy and planning, business process improvement, project management, data analysis, and software development. We work closely with clients to develop tailored solutions that address their specific needs and goals, leveraging our expertise in various industries and technology domains.
Project initiation and planning
Upon engagement, DaniMacB will commence project initiation activities, which include the identification of project objectives, scope, and stakeholders. We will work collaboratively with the client to develop a comprehensive project plan that outlines project goals, deliverables, timelines, and resources. This plan will serve as a roadmap for the project and will be periodically reviewed and updated as needed to ensure alignment with the client’s evolving needs and priorities.
Project execution and management
Throughout the project, DaniMacB will provide ongoing project management services to ensure the successful execution of the project plan. This includes coordinating project activities and resources, monitoring progress against project milestones, and proactively addressing any risks or issues that may arise. We will maintain regular communication with the client to provide status updates, discuss any changes to the project scope or plan, and solicit feedback on project deliverables.
Deliverables and timelines
DaniMacB is committed to delivering high-quality work products that meet or exceed client expectations. We will work closely with the client to define project deliverables and establish realistic timelines for their completion. Throughout the project, we will track progress against these deliverables and timelines and provide regular updates to the client. Should any changes to deliverables or timelines be required, we will work collaboratively with the client to agree on any necessary adjustments and ensure that they are documented and incorporated into the project plan.
Client responsibilities
The successful execution of the project depends on the active participation and collaboration of the client. The client is responsible for providing timely and accurate information, making key decisions, and allocating appropriate resources to support project activities. The client is also responsible for reviewing and approving project deliverables and providing feedback to DaniMacB in a timely manner. Failure to fulfill these responsibilities may impact the project’s timeline, budget, or overall success.
Subcontractors and third-party services
DaniMacB may engage subcontractors or third-party service providers to support the delivery of our consulting services. In such cases, we will ensure that these parties adhere to the same high standards of quality and professionalism that we expect of ourselves. We will maintain full responsibility for the work performed by subcontractors or third-party service providers and will ensure that their involvement is transparent to the client. Any subcontractors or third-party services will be subject to the approval of the client.
Intellectual Property and Confidentiality
Ownership of Intellectual Property
All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, in any materials, ideas, concepts, methodologies, or other work products created, developed, or provided by DaniMacB as part of the services rendered under the agreement (collectively, the “Work Product”) shall be owned solely and exclusively by DaniMacB. Upon full payment of all fees and expenses due under the agreement, the Client shall have a non-exclusive, non-transferable, revocable license to use the Work Product for its internal business purposes only.
Non-disclosure of Confidential Information
Both parties acknowledge that during the course of the services provided, each party may have access to or be exposed to the other party’s confidential information, including but not limited to trade secrets, proprietary data, business strategies, client lists, financial information, and other information not generally known to the public or considered proprietary (“Confidential Information”). Each party agrees to hold the other party’s Confidential Information in strict confidence, to not disclose such Confidential Information to any third party, and to use such Confidential Information only as necessary to fulfill its obligations or exercise its rights under the agreement.
Data Protection and Privacy
DaniMacB acknowledges its responsibility to protect the privacy and security of any personal data provided by the Client or collected during the course of providing services. DaniMacB shall implement appropriate technical and organizational measures to ensure the confidentiality, integrity, availability, and resilience of such personal data and shall comply with all applicable data protection and privacy laws, regulations, and industry standards. DaniMacB shall notify the Client of any actual or suspected data breach involving the Client’s personal data within a reasonable time after becoming aware of such breach and shall cooperate with the Client in the investigation and mitigation of such breach.
Restrictions on Use of Deliverables
Client agrees that it will not (i) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Work Product or attempt to derive the source code or underlying ideas or algorithms of any part of the Work Product, (ii) sell, sublicense, rent, lease, loan, distribute, or otherwise transfer any portion of the Work Product, or (iii) use the Work Product for any purpose other than its intended purpose or in any manner that would infringe upon DaniMacB’s intellectual property rights.
Client's Pre-existing Intellectual Property
The Client acknowledges that it may provide DaniMacB with access to certain pre-existing materials, ideas, concepts, methodologies, or other work products owned or controlled by the Client (“Client Materials”). The Client grants DaniMacB a non-exclusive, royalty-free, worldwide license to use, reproduce, display, perform, and distribute the Client Materials solely for the purpose of providing the services under the agreement. DaniMacB agrees not to use the Client Materials for any other purpose or to disclose the Client Materials to any third party without the prior written consent of the Client. Any improvements, modifications, or derivatives of the Client Materials created by DaniMacB during the course of providing services shall be owned by the Client, subject to DaniMacB’s ownership of the underlying Work Product.
Fees, Payment, and Expenses
Fee structure and rates
DaniMacB’s fee structure and rates for advanced technology and business consulting services shall be outlined in each individual client agreement and may vary depending on the nature and scope of the project, as well as the specific expertise required. Rates may be based on hourly, daily, or project-based terms, depending on the preferences of the client and the nature of the work. The fees shall be clearly laid out in the client agreement, and any changes to the fee structure must be mutually agreed upon by both parties in writing.
Invoicing and payment terms
DaniMacB will provide clients with detailed invoices on a monthly basis or upon completion of project milestones, as specified in the client agreement. Invoices will include a clear breakdown of the services provided, fees incurred, and any applicable expenses. Payment is due within 30 days of the invoice date, unless otherwise agreed upon in writing. All payments shall be made in the currency specified in the client agreement and sent via the payment method agreed upon by both parties.
Late payments and penalties
In the event that a client fails to make payment within the specified 30-day period, a late payment penalty of 1.5% per month, or the maximum rate allowed by law, whichever is lower, will be applied to the outstanding balance. If payment is not received within 60 days of the invoice date, DaniMacB reserves the right to suspend or terminate any ongoing services to the client until full payment is received. Additionally, the client will be responsible for any legal fees or collection costs incurred by DaniMacB in recovering the unpaid amounts.
Expenses and reimbursements
In addition to the fees for services provided, clients may also be responsible for reimbursing DaniMacB for any reasonable and necessary expenses incurred during the course of the project. Such expenses may include, but are not limited to, travel costs, accommodation, meals, and any materials or resources required for the delivery of services. DaniMacB will seek prior approval from the client for any significant expenses and will provide documentation to support any expenses claimed.
Taxes and regulatory compliance
DaniMacB is responsible for the payment of any applicable taxes, such as income tax and social security contributions, in accordance with the relevant laws and regulations of its jurisdiction. Clients are responsible for any additional taxes or regulatory compliance requirements that may apply to their specific business or jurisdiction. Clients are advised to seek professional advice in relation to their tax and regulatory obligations and to ensure that their business practices are in compliance with all applicable laws and regulations.
Termination, Suspension, Dispute Resolution, and Arbitration
Termination by either party
Either party may terminate the agreement entered into with DaniMacB by providing a written notice of termination to the other party. The notice must be received at least thirty (30) days prior to the intended termination date. Upon receipt of such notice, the parties shall work together in good faith to wind down any ongoing projects and ensure a smooth transition of responsibilities. Any fees due to DaniMacB for services rendered up to the termination date shall be promptly paid by the client.
Suspension of services
DaniMacB reserves the right to suspend the provision of services to a client in the event of non-payment of fees, breach of the terms and conditions, or any other circumstances that DaniMacB, at its sole discretion, deems necessary to protect its interests. Suspension of services may continue until the client has remedied the situation to DaniMacB’s satisfaction, or until termination of the agreement, whichever occurs first.
Notice and cure periods
In the event of a breach of any term or condition of the agreement by either party, the non-breaching party shall provide written notice to the breaching party detailing the nature of the breach. The breaching party shall then have fifteen (15) days to cure the breach. If the breach is not cured within the specified period, the non-breaching party may, at its discretion, terminate the agreement or pursue any other available remedies.
Consequences of termination
Upon termination of the agreement, all rights and obligations of the parties under the agreement shall cease, except for any rights or obligations that by their nature should survive termination. The client shall promptly pay to DaniMacB any outstanding fees for services rendered up to the termination date. Both parties shall return any confidential information and other materials belonging to the other party, and shall refrain from using any intellectual property, trade secrets, or other proprietary information of the other party.
Dispute resolution mechanisms
The parties agree to use their best efforts to resolve any disputes arising out of or in connection with the agreement through good faith negotiations. If a dispute cannot be resolved through negotiation, the parties may agree to engage in mediation or another alternative dispute resolution mechanism before resorting to arbitration or litigation.
Arbitration
If a dispute cannot be resolved through negotiation or other agreed-upon alternative dispute resolution mechanisms, the parties agree to submit the dispute to binding arbitration in accordance with the rules and procedures of the American Arbitration Association or another recognized arbitration body. The arbitration shall take place in a location designated by DaniMacB, and the decision of the arbitrator(s) shall be final and binding on both parties. The prevailing party in the arbitration shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party.
Warranties, Liability, and Indemnification
Representations and Warranties
DaniMacB represents and warrants that it has the necessary expertise, experience, and resources to provide the consulting services described in the applicable agreement or statement of work. DaniMacB shall perform the services in a professional and workmanlike manner, consistent with industry standards. DaniMacB further represents and warrants that it has the legal authority to enter into and perform its obligations under the agreement, and that the performance of such obligations will not conflict with or result in a breach of any other agreement to which DaniMacB is a party.
Limitation of Liability
In no event shall DaniMacB be liable to the client for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to the services provided by DaniMacB, even if DaniMacB has been advised of the possibility of such damages. In any event, the total liability of DaniMacB for any claim arising out of or related to the services provided, whether based on contract, tort, or any other legal theory, shall not exceed the total fees paid by the client to DaniMacB for the services giving rise to the claim, minus the cost of received work.
Indemnification by the Consulting Firm
DaniMacB shall indemnify, defend, and hold harmless the client, its officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to the negligence, gross negligence, or willful misconduct of DaniMacB in the performance of the services, or any breach of DaniMacB’s representations and warranties set forth in Section VI.A.
Force Majeure and Exceptions
Neither party shall be liable for any failure or delay in the performance of its obligations under the agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, or disruptions to telecommunications, transportation, or supply chains. In the event of a force majeure event, the affected party shall promptly notify the other party and use its best efforts to mitigate the impact of the event on its performance of its obligations under the agreement. This Section VI.E does not apply to the client’s payment obligations under the agreement.
Miscellaneous Provisions
Governing law and jurisdiction
These Terms and Conditions, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the state in which DaniMacB is registered. Each party irrevocably agrees that the courts of that state shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.
Entire agreement and severability
These Terms and Conditions constitute the entire agreement between the parties and supersede any prior agreements, understandings, or representations, whether written or oral, relating to the subject matter of these Terms and Conditions. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the maximum extent possible.
Assignment and subcontracting
The Client may not assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of DaniMacB. DaniMacB may assign or subcontract its rights and obligations under these Terms and Conditions at any time without the Client’s consent. Any such assignment or subcontracting shall not relieve DaniMacB of its obligations under these Terms and Conditions.
Notices and communication
All notices, requests, consents, claims, demands, waivers, and other communications under these Terms and Conditions must be in writing and addressed to the party at the address set forth in the consulting agreement or to such other address as the party may designate in writing. All notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail, and shall be deemed given when delivered.
Waiver and modification of the terms
No waiver by any party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Relationship between the parties
The relationship between DaniMacB and the Client is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.