These Terms and Conditions ("Terms") forms part of the contract for services ("Principal Agreement") and is agreed upon as of the date of signing and confirmation of the quotation ("Effective Date") by and between Perera Consultants ("Our", "Company") and The Client, as identified in the signed and confirmed quotation ("Receiving Party") together referred to as the "Parties".
Services
Our Services include but are not limited to consulting on business technology and software solutions, implementation, and support. The specific scope of work and deliverables will be outlined in individual Service Agreements for each project.
Engagement and Fees
Hourly Rates
Our consultancy fees are charged on an hourly basis. The applicable hourly rate will be specified in the Service Agreement.
Currency
Payments will be accepted in United States Dollars (USD) and Euros (EUR).
Invoicing and Payment
Invoices will be issued bi-weekly or upon completion of agreed milestones. Payment terms are net fifteen (15) days from the invoice date. Late payments will incur an interest charge of 1.5% per month on the outstanding balance, or the maximum permitted by law, whichever is lower.
Client Obligations
Cooperation
The Client agrees to provide timely access to all necessary information, resources, and personnel to enable the Company to perform the Services.
Accuracy of Information
The Client warrants that all information provided to the Company is accurate and complete.
Confidentiality
Confidential Information
Both parties agree to keep confidential all information disclosed during the course of the engagement, except where disclosure is required by law or with the prior written consent of the other party.
Non-Disclosure
Neither party will disclose any confidential information to any third party without the prior written consent of the other party.
Intellectual Property
Ownership
All intellectual property rights in materials created by the Company during the course of providing the Services shall be owned by the Company until full payment has been received. Upon full payment, such rights will be transferred to the Client.
License
The Client grants the Company a non-exclusive, non-transferable license to use the Client’s intellectual property solely for the purpose of providing the Services.
Limitation of Liability
No Warranty
The Services are provided “as is” without any warranty of any kind, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
Limitation of Liability
In no event shall the Company be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, even if advised of the possibility of such damages. The Company’s total liability to the Client for any claim arising out of or in connection with the Services shall not exceed the total amount paid by the Client to the Company under the applicable Service Agreement.
Termination
Termination by Either Party
Either party may terminate the engagement at any time, with or without cause, by providing fifteen (15) days’ written notice to the other party.
Effect of Termination
Upon termination, the Client will pay the Company for all Services rendered and expenses incurred up to the date of termination.
Governing Law and Dispute Resolution
Governing Law
These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Dispute Resolution
Any dispute arising out of or in connection with these Terms or any Service Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Delaware.
Miscellaneous
Entire Agreement
These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements or understandings, whether written or oral.
Amendments
These Terms may only be amended by a written agreement signed by both parties.
Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver
The waiver by either party of any breach or default shall not constitute a waiver of any subsequent breach or default.
Notices
All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent via email to the addresses provided by the parties.