Consulting Terms
These Master Consulting Terms and Conditions govern the provision of high-level enterprise architecture, technology advisory, and digital transformation consulting engagements provided by Double Cup Tech, Inc. to corporate clients. By executing a Statement of Work (SOW) or accessing our advisory services, the Client unconditionally agrees to be bound by the clauses delineated below.
1. Engagement & Advisory Scope
Double Cup Tech, Inc. will provide specialized technical advisory, system architecture evaluation, and strategic technology consulting in strict accordance with the specifications detailed in each mutually agreed Statement of Work. Any modifications to deliverables, project phases, or architectural benchmarks must be documented via a formal written Change Order approved by authorized representatives of both parties prior to execution.
2. Professional Fees, Retainers & Invoicing
All advisory retainers and project-based fees are invoiced in accordance with the payment schedule designated in the governing SOW. Standard invoices are due net-30 days from date of issuance. Unpaid balances past forty-five (45) days shall accrue interest at the statutory rate of 1.5% per month or the legal maximum allowable by law. Double Cup Tech, Inc. reserves the explicit right to suspend ongoing infrastructure reviews and strategic advisory sessions if undisputed invoices remain past due.
3. Intellectual Property Rights & Work Product
Upon complete payment of all applicable fees, Client retains all right, title, and ownership in customized architectural diagrams, enterprise roadmaps, and client-specific strategic documentation produced under an SOW. Double Cup Tech, Inc. retains exclusive ownership over its pre-existing intellectual property, proprietary diagnostic algorithms, standard architectural design patterns, utility scripts, and technical frameworks developed independently of this agreement.
4. Mutual Confidentiality & Information Security
Each party agrees to safeguard and treat all non-public technical documentation, system credentials, codebase structures, and business operations disclosed during the engagement as strictly confidential. Neither party shall disclose Confidential Information to any third party without prior written authorization, exercising no less than reasonable enterprise care. This confidentiality obligation remains in full force for a duration of five (5) years following the termination of advisory services.
5. Warranties & Limitation of Liability
Double Cup Tech, Inc. represents that consulting services will be conducted in a highly professional, workmanlike manner consistent with prevailing enterprise technology standards. EXCEPT AS EXPLICITLY STATED, ALL ADVISORY ADVICE AND RECOMMENDATIONS ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL DOUBLE CUP TECH, INC. BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION. OUR AGGREGATE CUMULATIVE LIABILITY UNDER ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT UNDER THAT SPECIFIC SOW IN THE PRECEDING TWELVE (12) MONTHS.
6. Term, Termination & Transition Assistance
Either party may terminate an individual SOW for convenience upon thirty (30) days prior written notice, or immediately for material breach if such breach remains uncured after fifteen (15) days of receipt of written notification. Upon termination, Client shall promptly compensate Double Cup Tech, Inc. for all consulting hours rendered, milestone commitments completed, and uncancelable third-party commitments incurred up to the effective date of cessation.
7. Governing Law & Dispute Resolution
These Terms and all associated Statements of Work shall be governed by, interpreted, and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. Any controversy or claim arising out of or relating to these terms shall be settled through confidential, binding arbitration administered under the Commercial Rules of the American Arbitration Association in Wilmington, Delaware.