Andi Business Consulting LLC’s General Terms and Conditions of Services (“Terms”)

1. APPLICABILITY

These terms and conditions for services (these “Terms”) govern the provision of services by Andi Business Consulting LLC (“Service Provider”) to the customer (“Customer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) constitute the entire agreement between the parties and supersede all prior agreements, both written and oral.

2. SERVICES

Service Provider shall provide the services described in the Order Confirmation (“Services”) in accordance with these Terms.

3. PERFORMANCE DATES

Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation. Such dates are estimates only.

4. CUSTOMER’S OBLIGATIONS

Customer shall:

• Cooperate with Service Provider in all matters relating to the Services.
• Provide necessary access to Customer’s premises, facilities, and information as reasonably requested by Service Provider.
• Obtain and maintain all required licenses and consents and comply with all applicable laws in relation to the Services.

5. FEES AND PAYMENT TERMS

Customer shall pay the fees specified in the Order Confirmation. Payments are due upon receipt of the invoice. Late payments will incur interest at 18% per annum.

6. TAXES

Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

7. INTELLECTUAL PROPERTY

All intellectual property rights in deliverables created by Service Provider in the course of performing the Services shall be owned by Service Provider.

8. CONFIDENTIAL INFORMATION

All non-public, confidential, or proprietary information of Service Provider disclosed to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” is confidential and shall not be disclosed or copied by Customer without the prior written consent of Service Provider.

9. WARRANTIES AND DISCLAIMER

Service Provider warrants that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional manner in accordance with generally recognized industry standards. Except for this warranty, Service Provider makes no other warranties, whether express or implied.

10. LIMITATION OF LIABILITY

In no event shall Service Provider be liable to Customer or to any third party for any loss of use, revenue, or profit or loss of data, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise. Service Provider’s total liability arising out of or related to this Agreement shall not exceed the total amounts paid by Customer to Service Provider in the twelve-month period preceding the event giving rise to the claim.

11. TERMINATION

Service Provider may terminate this Agreement with immediate effect upon written notice to Customer if Customer fails to pay any amount when due or breaches any material provision of this Agreement. Customer may terminate this Agreement with thirty (30) days’ written notice to Service Provider.

12. GOVERNING LAW

This Agreement and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Pennsylvania without regard to its conflict of law provisions.

13. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Philadelphia, Pennsylvania. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

14. NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving party.

15. SEVERABILITY

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. AMENDMENT AND MODIFICATION

This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.

17. SURVIVAL

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement, including but not limited to, confidentiality, intellectual property rights, and limitation of liability.