Terms and Conditions

By accessing or using Darkspeed Consulting's ("Company", "we", "our", "us") services, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you must not use our services. These Terms constitute a legally binding agreement between you ("Client", "you", "your") and Darkspeed Consulting regarding your use of our consulting services, website, and related offerings. Your access to and use of our services is also conditioned upon your acceptance of and compliance with our Privacy Policy. Please review our Privacy Policy carefully before using our services.

We provide technology consulting and implementation services including: • Strategic Technology Advisory • Software Development and Implementation • Cloud Infrastructure Design and Management • AI/ML Solution Development • Data Analytics and Business Intelligence • Security Assessment and Implementation • Digital Transformation Consulting Service Delivery: • All services will be detailed in individual Statements of Work (SOW) • SOWs will specify deliverables, timelines, and acceptance criteria • Any modifications to services must be agreed in writing • We reserve the right to subcontract portions of work while maintaining overall responsibility Quality Standards: • All services will be performed in a professional manner • We will follow industry best practices and standards • Services will comply with applicable laws and regulations

Engagement Terms: • Services commence upon signed SOW and deposit receipt • Changes to scope require written change orders • Client shall provide timely access to necessary resources • We maintain full discretion in assigning qualified personnel Deliverable Acceptance: • Client has 5 business days to review deliverables • Acceptance is assumed if no written rejection is received • Rejections must detail specific deficiencies • We have right to cure any deficiencies Project Management: • Both parties will designate project managers • Regular status meetings will be scheduled • Written status reports will be provided as specified in SOW

Payment Terms: • Fees will be detailed in each SOW • Standard payment terms are net 30 days • 50% deposit required for new clients • Late payments incur 1.5% monthly interest • Client responsible for all applicable taxes Additional Costs: • Travel expenses billed at actual cost plus 10% • Third-party software/services billed as specified • Rush work (>8 hours/day) billed at 1.5x rate • Weekend work billed at 2x standard rate Disputed Charges: • Must be reported within 15 days of invoice • Undisputed portions must be paid on schedule • Resolution process defined in master services agreement

Ownership: • Pre-existing IP remains with original owner • Custom deliverables transfer to client upon payment • We retain ownership of all methodologies and tools • Client data remains client property License Grants: • Perpetual license to use delivered solutions • Non-exclusive license to our proprietary tools • Client grants license to use their materials for service delivery Restrictions: • No reverse engineering of our tools/methods • No unauthorized modification of deliverables • No removal of proprietary notices • No competitive analysis of our methodologies

Protected Information: • All non-public information is confidential • Includes business plans, technical data, client lists • Covers both parties' confidential information • Includes all derivatives and summaries Protection Requirements: • Same care as own confidential information • Minimum reasonable security standards • Limited access to need-to-know basis • All subcontractors bound by similar terms Exclusions: • Publicly available information • Independently developed information • Information received from third parties • Required disclosures by law

Liability Caps: • Limited to fees paid in prior 12 months • Excludes gross negligence or willful misconduct • No liability for third-party services/software • Force majeure events excluded Excluded Damages: • No consequential damages • No lost profits or revenue • No loss of data or business interruption • No punitive damages Indemnification: • Mutual indemnification for gross negligence • Client indemnifies for provided materials • We indemnify for IP infringement • Process for handling third-party claims

Service Warranties: • Professional service delivery • Compliance with industry standards • Conformance to SOW specifications • No known IP infringement Disclaimers: • No guarantee of specific business results • Third-party services provided as-is • No warranty for client-caused issues • Technology subject to inherent limitations Client Warranties: • Right to provide client materials • Compliance with applicable laws • Accurate information provision • Authorized to enter agreement

Duration: • Terms effective until terminated • SOWs specify individual project durations • Automatic renewal unless notified • 90-day notice for non-renewal Termination Rights: • For convenience with 30-day notice • Immediate for material breach • Immediate for insolvency • Mutual agreement at any time Post-Termination: • Payment for completed work • Return of confidential information • Transition assistance available • Survival of applicable terms