TERMS AND CONDITIONS OF SERVICE

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1. Acceptance of Terms: By utilizing services provided by Tellap Technology Solutions, Tellap Direct, or directly by the Consultant (collectively, "the Consultant"), the Client accepts these Terms and Conditions without exception. Acceptance includes but is not limited to requesting, allowing, or receiving services from the Consultant, whether services are requested verbally, in writing, electronically, or implied through continued engagement or payment. This acceptance applies to all services, including those previously rendered.

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2. Description of Services: The Consultant provides IT consulting, network administration, software development, technical support, helpdesk support, and related services. Specific service details will be outlined on individual invoices or separate service agreements.

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3. Limitation of Liability: The Consultant shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages, including but not limited to loss of profits, data loss or corruption, interruption of business operations, or physical damage to property resulting from:

• Hardware or software failures;

• Interruptions or delays in service;

• Data loss or breaches;

• Acts or omissions by third parties, including subcontractors or third-party service providers hired by or working in collaboration with the Consultant;

• Unauthorized access to Client data or systems.

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4. Client Responsibilities: The Client agrees to:

• Provide necessary access and timely communication;

• Maintain regular, secure backups of critical data;

• Cooperate fully in troubleshooting, diagnostics, and resolution of technical issues;

• Comply with all applicable local, state, and federal laws and regulations.

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5. Indemnification: The Client agrees to indemnify and hold harmless the Consultant, its employees, subcontractors, and third-party service providers from any claims, liabilities, damages, or expenses (including reasonable legal fees) arising from the Client's use or misuse of provided services, including any violation of these terms.

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6. Confidentiality: Both parties agree to maintain confidentiality regarding sensitive information shared during the engagement unless disclosure is required by law or by mutual consent in writing.

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7. Payment Terms: Payments are due upon receipt of invoice unless otherwise stated. Delayed payments may incur additional late fees.

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8. Governing Law and Jurisdiction: These Terms and Conditions are governed by and construed according to the laws of the jurisdiction in which the Consultant primarily operates. Any disputes arising shall be resolved in the appropriate courts within this jurisdiction.

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9. Modification of Terms: The Consultant reserves the right to modify these Terms and Conditions at any time. Clients will be notified of changes via invoice notices, email, or website updates.

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10. Termination of Services: Either party may terminate this agreement at any time with written notice provided at least 14 days prior to termination. The Client remains responsible for payment for all services rendered prior to termination.

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11. Warranty Disclaimer: The Consultant provides services on an "as-is" basis, without warranties of any kind, either expressed or implied, unless explicitly stated in a written agreement.

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12. Force Majeure: The Consultant shall not be held liable or responsible for failure or delay in fulfilling obligations due to circumstances beyond its control, including natural disasters, governmental actions, disruptions to communication networks, and similar events.

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By using the Consultant’s services, the Client agrees to all terms stated herein.

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