Terms and Conditions – PresCai Consulting

Effective Date: January 1, 2025

This Agreement (“Agreement”) is made and entered into by and between PresCai Consultancy, a business consulting firm ("Consultant"), and the client entity or individual executing or accepting this Agreement (“Client”). By engaging the Consultant’s services, Client agrees to the following terms and conditions:

1. Scope of Services

Consultant shall provide business advisory, strategic planning, operational consulting, and/or fractional executive support services (“Services”) as defined in a mutually agreed Statement of Work (“SOW”), Proposal, or engagement letter. Consultant does not warrant specific outcomes unless expressly stated.

Consultant may engage qualified subcontractors or affiliates, provided Consultant remains responsible for the quality of services delivered.

2. Fees, Expenses, and Payment Terms

  • All fees and payment terms are specified in the SOW or Proposal.

  • Client agrees to pay invoices within 30 calendar days of the invoice date.

  • Late payments may accrue interest at 1.5% per month, or the highest rate permitted by applicable law.

  • Client agrees to reimburse Consultant for all pre-approved out-of-pocket expenses, including travel, lodging, meals, software, and materials.

Non-Payment Clause: If Client fails to pay within the stated terms, Consultant may pause or terminate services without further notice, and Client remains responsible for all accrued charges.

3. Term and Termination

  • This Agreement remains in effect until terminated in writing by either party with 14 days’ written notice.

  • Consultant may terminate immediately for non-payment, breach, or unethical conduct by Client.

  • Upon termination, Client shall pay Consultant for all services rendered and reimbursable expenses incurred through the date of termination.

4. Confidentiality

Both parties agree to maintain the confidentiality of proprietary, sensitive, or non-public information disclosed during the engagement, and not to disclose such information to any third party without prior written consent.

This obligation shall survive termination of the Agreement for a period of five (5) years, or as otherwise required by law.

5. Intellectual Property & Work Product

  • Consultant retains all ownership rights to proprietary frameworks, methodologies, documents, tools, and materials developed prior to or outside the engagement.

  • Any custom deliverables developed specifically for Client shall be considered “work for hire” if stated in writing.

  • Client receives a non-transferable, non-exclusive license to use materials created under this Agreement for internal business purposes only.

6. Non-Solicitation

Client agrees not to directly or indirectly solicit, hire, or engage any Consultant employee, subcontractor, or affiliate during the term of the Agreement and for a period of 12 months thereafter, without prior written consent.

7. Independent Contractor Relationship

Consultant is an independent contractor and shall not be deemed an employee, agent, joint venture, or partner of Client for any purpose. Consultant shall have sole control over its working methods, tools, and personnel.

8. Limitation of Liability

To the fullest extent permitted by law:

  • Consultant’s total liability for any claim arising under or in connection with this Agreement shall be limited to the total fees paid by Client in the preceding 90 days.

  • Consultant shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits or data, even if advised of such possibilities.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Consultant from any third-party claims, liabilities, damages, or expenses arising out of or related to Client’s misuse of the deliverables, breach of the Agreement, or failure to comply with applicable laws.

10. Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, strikes, pandemics, governmental actions, or failure of third-party systems.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions.

Dispute Resolution: In the event of any dispute, the parties agree to first attempt resolution through good-faith mediation. If unresolved, disputes shall be submitted to binding arbitration in Middlesex County - New Jersey, in accordance with the rules of the American Arbitration Association (AAA). Judgment on the award may be entered in any court of competent jurisdiction.

12. Entire Agreement

This Agreement, along with any applicable SOWs or Proposals, constitutes the entire understanding between the parties and supersedes all prior negotiations or agreements, whether oral or written.

13. Amendments

No modification, amendment, or waiver shall be effective unless made in writing and signed by both parties.

14. Severability

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