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TERMS AND CONDITIONS AGREEMENT

1. Introduction

This Terms and Conditions Agreement ("Agreement") is entered into by and between Artificial System Design & Automation LLC, a Michigan limited liability company, with its principal place of business at 8119 Independence Dr. Apt 2, Troy, MI 48313 ("Consultant"), and the client ("Client"). This Agreement governs the provision of software consulting services by Consultant to Client.

2. Services Provided

Consultant offers a range of services, including but not limited to:

  • Enterprise Resource Planning (ERP) implementation and optimization, focusing on Odoo and Microsoft programs.
  • Business software optimization consulting.
  • Website development and SEO optimization.
  • Standard Operating Procedures (SOP) and process design.
  • Training, automation, and design services.
  • Comprehensive business software suite analysis.

These services are tailored primarily for small to medium-sized businesses, including startups and established companies seeking to enhance their operational processes through software and automation improvements.

3. Client Engagement

Clients typically engage Consultant through website inquiries or referrals. Upon initial contact, Consultant will assess Client's needs and propose a scope of work outlining the services to be provided, timelines, and associated fees.

4. Payment Terms

  • Monthly Services and Implementations: Pre-payment is required before the commencement of services.
  • Project-Based Work: Payment is due upon receipt of the invoice.

Invoices will be sent electronically to the Client's designated contact. Payments can be made via ACH. Late payments may incur a fee of 1% monthly.

5. Confidentiality

Consultant acknowledges that, during the course of the engagement, it may have access to confidential and proprietary information of the Client. Consultant agrees to maintain the confidentiality of such information and not to disclose it to any third party without the Client's prior written consent. This obligation shall survive the termination of this Agreement.

6. Intellectual Property Rights

  • Client Data and Documentation: All documents, data, and materials provided by the Client or developed specifically for the Client during the engagement shall be the sole property of the Client.
  • Software Developments: Any software tools or solutions developed by Consultant during the project shall remain the property of Consultant, unless otherwise agreed upon in writing. Consultant agrees not to reuse or disclose Client-specific data or solutions without explicit written permission from the Client.

7. Termination

Either party may terminate this Agreement by providing 14 days' written notice to the other party. In cases where legal or safety concerns arise, termination may be immediate. Upon termination, Consultant will provide the Client with all completed work, and any prepaid but unrendered services will be refunded on a pro-rata basis.

8. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator. If mediation fails to resolve the dispute, it shall be finally resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Michigan, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles.

10. Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, Consultant's liability under this Agreement shall be limited to the total amount paid by the Client for the services rendered under this Agreement. In no event shall Consultant be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits or data, arising out of or in connection with this Agreement.

11. Non-Solicitation

During the term of this Agreement and for a period of 12 months thereafter, the Client agrees not to solicit or hire any employees or subcontractors of the Consultant who were involved in providing services under this Agreement, without the Consultant's prior written consent.

12. Data Security and Privacy

Consultant shall implement and maintain reasonable security measures to protect the Client's confidential information and data. Consultant agrees not to use or disclose any of the Client's data for any purpose other than as necessary to perform services under this Agreement, unless authorized in writing by the Client.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

14. Contact Information

Artificial System Design & Automation LLC

8119 Independence Dr. Apt 2

Troy, MI 48313

Email: Accounting@asdaconsulting.com

Phone: (989) 600-4666

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