1. Introduction

These Terms and Conditions ("Terms") govern the services provided by CLARBRIDGE.TECH ("we," "us," "our") to our clients ("you," "your"). By engaging our services, you agree to these Terms. Any modifications to these Terms must be agreed upon in writing.

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2. Scope of Services

We provide consulting and advisory services in technology and digital transformation, including but not limited to:

• Project leadership and delivery
• Technical strategy and architecture
• Advisory and training services
• Digital application management and operations
• AI-first software engineering transformation

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3. Billing and Payment Terms

• Invoicing: Invoices are issued according to the agreed payment schedule in the Statement of Work.
• Payment Terms: Payments are due within thirty (30) days of the invoice date, unless otherwise specified.
• Currency: All payments are made in USD or EUR, unless otherwise specified.
• Late Payments: Late payments may incur a penalty of 1.5% per month.

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4. Service Delivery

Project Engagement

• Our consultants work according to the timeline and schedule outlined in the Statement of Work.
• Any changes to scope, timeline, or deliverables must be agreed upon through our formal change management process.

Availability

• Our consultants are available during standard business hours in their respective time zones, unless otherwise specified.
• After-hours support and emergency services are available as defined in the engagement agreement.

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5. Confidentiality and Intellectual Property

• Confidentiality: Both parties agree to keep all proprietary information confidential and use it solely for the purpose of fulfilling contractual obligations.
• Intellectual Property: Any deliverables and work product created specifically for you remains your property upon full payment of services, unless otherwise specified in the Statement of Work.
• Pre-existing IP: All pre-existing intellectual property used in delivering services remains the property of its original owner.

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6. Termination Policy

• Notice Period: Either party may terminate the agreement with 30 days written notice, unless otherwise specified in the engagement contract.
• Immediate Termination: Either party may terminate the agreement immediately in cases of material breach of contract or unethical behavior.
• Payment Upon Termination: Upon termination, you agree to pay for all services rendered up to the termination date.

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7. Dispute Resolution

• Negotiation: Both parties agree to resolve disputes amicably through negotiation.
• Arbitration: If negotiation fails, disputes will be resolved through arbitration in accordance with the laws of Cyprus.

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8. Liability Limitations

• We are not liable for indirect, incidental, or consequential damages.
• Our liability is limited to the amount paid for services in the preceding 12 months.
• While we provide expert advice and guidance, you acknowledge that business decisions based on our recommendations are ultimately your responsibility.

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9. Amendments

These Terms may be updated periodically. Amendment will become effective upon receipt of written communication.

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10. Warranty and Representations

• We warrant that our services will be performed in a professional and workmanlike manner, consistent with industry standards.
• We do not guarantee specific business outcomes or results from our consulting services.
• You represent that you have the authority to enter into this agreement and engage our services.