Effective Date: [Insert Date]

Parties:

This Terms of Service (“Agreement”) is entered into by and between:

• [Consultant Name], a [Individual/Company] with a principal place of business at [Consultant Address] (“Consultant”),
• [Client Name], a [Individual/Company] with a principal place of business at [Client Address] (“Client”).

By engaging the Consultant for IT consultancy services, the Client agrees to the terms and conditions outlined in this Agreement.

1. Services Provided

The Consultant agrees to provide the Client with the following services, as outlined in the individual project proposal or Statement of Work (SOW):

• IT infrastructure consulting, including setup, optimization, and maintenance
• Software development, integration, and customization
• Cybersecurity assessments and solutions
• IT project management and strategy
• Network setup and troubleshooting
• Cloud solutions and migration
• Support and maintenance services
• Staff training, technical support, and other related services as needed

2. Service Fees and Payment

• The Client agrees to pay the Consultant based on the fee structure agreed upon in the SOW. Payment terms may include hourly rates, fixed fees, or retainer-based pricing.
• Payments are due within [X] days of receiving the invoice, unless otherwise agreed in writing.
• Invoices will be sent to the Client on a [weekly/monthly/project completion] basis.
• A late fee of [X]% per month may be charged for overdue payments.
• All fees are exclusive of applicable taxes, which the Client is responsible for paying.

3. Client Responsibilities

• The Client agrees to provide the Consultant with necessary access to their systems, data, and any other information required for the successful completion of the services.
• The Client agrees to ensure that all software, systems, and tools used in the project are properly licensed and compliant with applicable laws.
• The Client must designate a project manager or contact person for communication and decision-making purposes during the project.
• The Client agrees to notify the Consultant promptly of any changes in their IT environment or business needs that may affect the services.

4. Term and Termination

• This Agreement shall be effective as of the date the Client engages the Consultant and will continue until the services are completed or terminated by either party.
• Either party may terminate this Agreement with [X] days' written notice to the other party.
• The Consultant may terminate the Agreement immediately if the Client fails to make timely payments, provides incomplete information, or otherwise breaches the terms of this Agreement.
• Upon termination, the Client will pay for all services rendered up to the termination date.

5. Confidentiality

• Both parties agree to maintain the confidentiality of each other’s proprietary and confidential information, including business data, technical information, and intellectual property.
• Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.
• This confidentiality obligation will remain in effect for [X] years after the termination of this Agreement.

6. Intellectual Property

• Any intellectual property (e.g., software, designs, documentation) developed by the Consultant during the provision of services remains the property of the Consultant, unless otherwise stated in the SOW.
• The Client is granted a non-exclusive, non-transferable license to use the deliverables for internal purposes only.
• If the Client requires ownership of specific deliverables, such as source code or custom software, the terms of ownership will be specified in the SOW.

7. Limitation of Liability

• The Consultant's liability for any damages arising out of this Agreement will be limited to the amount paid by the Client for the services directly related to the claim.
• The Consultant will not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of data, revenue, or business opportunities.
• The Client is responsible for securing adequate backups and data protection for their systems.

8. Warranty Disclaimer

• The Consultant provides services "as is" and makes no warranty that the services will meet the Client's specific requirements, nor that the services will be uninterrupted or error-free.
• The Consultant disclaims any implied warranties, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

9. Data Protection and Privacy

• The Consultant agrees to comply with applicable data protection and privacy laws (e.g., GDPR, CCPA) while handling personal or sensitive data.
• The Client is responsible for ensuring that any data shared with the Consultant complies with applicable laws, including obtaining necessary consents for data processing.

10. Dispute Resolution

• In the event of any dispute, the parties agree to attempt to resolve the matter through good-faith negotiation.
• If the dispute cannot be resolved amicably, it will be resolved through [arbitration/mediation] in [Location], and the decision will be binding.

11. Force Majeure

Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is caused by events beyond their reasonable control, such as natural disasters, governmental actions, or pandemics.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

13. Miscellaneous

• This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or communications.
• Any amendments to this Agreement must be made in writing and signed by both parties.
• If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions will remain in effect.

14. Acceptance

By engaging the Consultant’s services, the Client acknowledges that they have read, understood, and agree to these Terms of Service.

Signatures:

Consultant: _______________________

Client: _______________________