These Terms and Conditions ("Agreement") govern the use of services provided by DFW IT Partner ("Company") to its clients ("Clients"). By engaging with the Company's services, Clients agree to be bound by this Agreement. It is essential to read these Terms and Conditions carefully before proceeding with any services offered by the Company.

1. Services Offered

1.1. The Company provides IT consulting services, including but not limited to technology assessments, project management, software development, infrastructure planning, system integration, and technical support.

1.2. The scope of the services will be agreed upon between the Company and the Client through a separate contract or statement of work (SOW). The specifics of the services, timelines, and fees will be documented in the SOW.

2. Engagement Process

2.1. Clients may contact the Company to express their interest in availing its services. The Company will then engage in a discussion with the Client to assess their requirements and propose a suitable solution.

2.2. Upon mutual agreement, the Company will prepare an SOW that outlines the project details, objectives, deliverables, timelines, and associated fees. The Client must review and sign the SOW to initiate the engagement.

2.3. In the case of any changes or amendments to the agreed-upon services, both parties must negotiate and agree to the modifications in writing before implementation.

3. Client Obligations

3.1. The Client shall provide accurate and complete information regarding their requirements, existing infrastructure, and any other necessary details relevant to the services being provided.

3.2. The Client is responsible for providing access to their systems, networks, software, and any other resources required for the Company to perform the agreed-upon services.

3.3. The Client shall designate a representative to act as the primary point of contact for all communication with the Company. The designated representative should have the authority to make decisions on behalf of the Client.

4. Fees and Payments

4.1. The Client agrees to pay the Company the fees specified in the SOW for the services provided. Unless otherwise stated, all fees are exclusive of any applicable taxes, which will be added to the final invoice.

4.2. The payment terms will be outlined in the SOW. Invoices are generally due upon receipt unless otherwise agreed upon in writing. Late payments may be subject to additional charges or interest, as allowed by applicable laws.

4.3. In the event of any unforeseen circumstances or changes in project requirements that affect the cost or timeline, the Company will promptly notify the Client and seek agreement on any adjustments to the fees or SOW.

5. Intellectual Property Rights

5.1. The Company acknowledges that any intellectual property rights vested in the Client shall remain the exclusive property of the Client. The Company shall not claim ownership over any intellectual property belonging to the Client.

5.2. The Company may retain ownership of any intellectual property developed by its consultants or employees during the course of providing services to the Client that is not specifically related to the Client's project.

6. Confidentiality

6.1. Both parties agree to treat all information received from each other as confidential and to not disclose or use such information for any purposes other than fulfilling the obligations under this Agreement.

6.2. The obligations of confidentiality shall survive the termination of this Agreement and continue for a period of three years from the date of termination.

7. Limitation of Liability

7.1. The Company will exercise reasonable skill and care in providing its services. However, the Client acknowledges that the nature of IT consulting services entails some level of uncertainty and acknowledges that the Company cannot guarantee specific outcomes or results.

7.2. The Company shall not be held liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the services provided, including but not limited to loss of data, profits, or business interruption.

8. Termination

8.1. Either party may terminate this Agreement by providing written notice to the other party. Upon termination, the Client shall pay any outstanding fees due to the Company for services rendered up to the termination date.

8.2. If the Client terminates the Agreement before the completion of the project, the Client shall pay for any work completed up to the termination date, as outlined in the SOW.

9. Governing Law and Jurisdiction

9.1. This Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction where the Company is registered.

9.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in the aforementioned jurisdiction.

10. Entire Agreement

10.1. This Agreement constitutes the entire understanding between the Client and the Company and supersedes all prior agreements, whether written or verbal, relating to the subject matter herein.

By engaging with the services provided by DFW IT Partner, the Client acknowledges and agrees to be bound by these Terms and Conditions.