General Terms and Conditions of Consulting Services

These General Terms and Conditions (“T&Cs”) govern the relationship between Bearheart Consulting, LLC (“Consultant”) and any entity or individual (“Client”) receiving consulting services from Consultant. The Consultant and Client may each be referred to as a “Party” and collectively as the “Parties.”

1. Scope of Services

• Consultant will provide consulting services as agreed upon in the respective scope of work or project description (“Services”).
• Consultant warrants that the Services will be performed in a professional manner and in compliance with applicable laws and industry standards.

2. Compensation and Expenses

• Fees: The Client agrees to pay Consultant the compensation as outlined in the agreement or project quote.
• Expenses: Client will cover or reimburse Consultant for any reasonable travel or business-related expenses incurred in providing the Services, including but not limited to transportation, lodging, and meals.
• Deposits: For projects exceeding a certain value, a deposit may be required prior to commencing work.

3. Client Obligations

• Client is responsible for providing Consultant with the necessary information, access to stakeholders, and any resources required for the completion of the Services.
• Any delay in providing the required information or resources by the Client may lead to delays in the Services and Consultant will not be liable for such delays.

4. Disclaimers

• Consultant does not provide legal or tax advice, and the Services should not be interpreted or relied upon as such.
• Consultant is not liable for any actions or omissions of prior consultants or advisors engaged by the Client.

5. Confidentiality

• Both Parties agree to maintain confidentiality regarding any proprietary or confidential information exchanged during he engagement.
• Confidential information does not include publicly available information, independently developed knowledge, or information received from third parties without breach of confidentiality.
• Upon termination or completion of the Services, the Parties agree to return or destroy any confidential information, subject to certain retention requirements for legal or regulatory purposes.
• The confidentiality obligations will survive for two years after the termination of the agreement.

6. Licenses and Ownership

• Client grants Consultant a limited license to use provided information for the purpose of completing the Services.
• Consultant will retain ownership of any pre-existing intellectual property and methodologies used in the performance of the Services. However, Consultant grants Client a license to use such intellectual property as necessary for internal purposes related to the Services.

7. Term and Termination

• The agreement for Services will have an initial term, after which it may automatically renew for successive terms unless terminated by either Party with prior written notice.
• Either Party may terminate the agreement with 30 days’ notice. Upon termination, Consultant is entitled to payment for Services performed up to the date of termination, including any final fees or expenses.

8. Indemnification

• Each Party agrees to indemnify and hold harmless the other Party for any claims arising from the indemnifying Party’s negligence, willful misconduct, or violation of applicable law.

9. Limitation of Liability

• Neither Party will be liable for any special, indirect, or consequential damages arising from the Services.
• Consultant’s total liability to the Client for any claims arising from the Services will be limited to the amount paid for those Services in the 12 months preceding the claim.

10. Miscellaneous

• Independent Contractor: Consultant is an independent contractor and not an employee or partner of the Client.
• Notice: All notices required under these T&Cs should be sent to the addresses provided by the Parties.
• Governing Law: These T&Cs will be governed by the laws of Colorado, and any disputes will be subject to the jurisdiction of the courts in Colorado.
• Assignment: Neither Party may assign these T&Cs without the other Party’s consent, except in the case of a merger or acquisition.
• Waiver: Failure to enforce any provision will not constitute a waiver of that provision.
• No Third-Party Beneficiaries: These T&Cs are intended solely for the benefit of the Parties, and do not create rights for third parties.
• Entire Agreement: These T&Cs constitute the entire agreement between the Parties and supersede any prior agreements.
• Severability: If any provision is found to be invalid, the remaining provisions will remain in effect.