🌐 Terms & Conditions for EcoAxis Consulting
1. Introduction
These Terms & Conditions (“Terms”) govern the consulting services provided by EcoAxis Consulting (“Consultant”, “we”, “us”) to the client (“Client”, “you”, “your”). Engagement begins upon acceptance of these Terms and execution of an Engagement Letter detailing the scope of work.
2. Scope of Work
Services and deliverables, timelines, and milestones will be defined in the Engagement Letter or Statement of Work (“SOW”). Any changes must be agreed upon in writing.
3. Relationship
You acknowledge that EcoAxis is an independent contractor, not an employee or partner. We assume responsibility for our taxes, benefits, and legal compliance.
4. Fees & Payment
- Fees, payment schedules, and invoicing terms (e.g. net 30 days) will be set in the Engagement Letter.
- Late payment may incur interest or suspension of services.
- Pre-approved expenses may be reimbursed separately.
5. Confidentiality
Both parties agree to protect confidential and proprietary information shared during the engagement and to refrain from disclosing it unless required by law. This obligation survives post-termination.
6. Intellectual Property
Unless otherwise agreed, all work products created by the Consultant under this engagement will be owned by the Client upon full payment, while the Consultant retains rights to proprietary methodologies. A license to use any Consultant-owned IP may be granted for internal purposes only.
7. Limitation of Liability & Indemnification
- The consultant’s liability for any losses will be capped at the fees paid for the specific service.
- The Consultant will indemnify the Client for damages resulting from negligence or misconduct.
8. Non‑Solicitation & Conflict of Interest
- Consultant agrees not to solicit the Client’s staff or clients during and for a defined period (e.g. 12 months) after the engagement.
- The consultant will avoid projects that pose conflicts of interest without prior disclosure.
9. Assignment & Delegation
The Consultant may not assign or subcontract obligations without the Client’s written consent. Similarly, either party must approve any transfer of rights under this Agreement.
10. Term & Termination
- Engagement runs as defined in the Engagement Letter, and may be terminated by either party with written notice (e.g. 30 days’ notice).
- Fees for services completed or expenses incurred up to termination remain payable.
11. Force Majeure
Neither party is liable for delays or failures due to events beyond their reasonable control (e.g. natural disasters, political unrest).
12. Dispute Resolution & Governing Law
In case of dispute, both parties agree to attempt resolution through negotiation, then mediation before legal proceedings. These Terms are governed by the laws of [Jurisdiction], with disputes heard in its courts.
13. Severability
If any provision is found unenforceable, the remaining provisions will remain in full force.
14. Entire Agreement; Amendments
These Terms, plus the Engagement Letter, constitute the complete agreement. Modifications must be in writing and signed by both parties to be valid.
15. Notices
All formal communications should be directed to the addresses specified in the Engagement Letter and deemed delivered upon receipt.
