1. Introduction

These Terms and Conditions (“Agreement”) govern the provision of consulting services by Talo Consulting (“Consultant”) to its clients (“Client”). By engaging the Consultant’s services, the Client agrees to be bound by this Agreement.

2. Scope of Services

The Consultant shall provide consulting services as outlined in a separate Statement of Work (SOW) agreed upon by both parties. Any modifications to the scope must be documented in writing and signed by both parties.

3. Fees and Payment

• Fees: The Client agrees to pay the Consultant fees as specified in the SOW.
• Invoicing: The Consultant will invoice the Client as per the schedule outlined in the SOW.
• Payment Terms: Payments are due upon receipt of invoice.
• Non-Payment Consequences: If the Client fails to pay within the agreed timeframe: security deposit may be forfeited, and
• A restart fee may be required to resume the project after a delay due to non-payment or lack of communication exceeding 14 days.

4. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the term of this Agreement. This obligation shall survive the termination of this Agreement.

5. Intellectual Property

Unless otherwise agreed in writing:

• Client Materials: All materials provided by the Client remain the Client’s property.
• Consultant Deliverables: The Consultant retains ownership of methodologies, processes, and tools developed prior to or during the engagement, excluding any Client-specific deliverables.

6. Independent Contractor

The Consultant is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

7. Term and Termination

• Term: This Agreement shall commence on the Effective Date and continue until the completion of services unless terminated earlier.
• Termination for Convenience: Either party may terminate this Agreement with 14 days’ written notice.
• Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement.

8. Limitation of Liability

The Consultant’s liability under this Agreement shall be limited to the total fees paid by the Client for the services rendered. The Consultant shall not be liable for any indirect, incidental, or consequential damages.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10. Entire Agreement

This Agreement, including any SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

11. Amendments

Any amendments to this Agreement must be in writing and signed by both parties.

12. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, war, or government regulations.

14. Notices

All notices under this Agreement shall be in writing and delivered to the addresses specified in the SOW.