Terms of Service
Terms and conditions for consulting services provided by SystemsLab LLC.
Last updated: June 30, 2025
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1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and SystemsLab LLC ("Company," "we," "us," or "our") regarding your use of our consulting services.
By engaging our services, submitting a project request, or signing a consulting agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of the modified Terms.
2. Services Description
Professional Consulting Services
SystemsLab LLC provides professional technology consulting services including:
Cloud Architecture Review
Comprehensive analysis and optimization recommendations for cloud infrastructure
AI Feasibility Analysis
Evaluation of AI opportunities with proof-of-concept development
Technical Mentorship
One-on-one guidance for developers and technical leaders
Team Training
Workshops on testing strategies, AWS infrastructure, and best practices
Service Limitations
- Services are advisory and consultative in nature
- We do not provide ongoing operational support unless specifically contracted
- Implementation of recommendations is the Client's responsibility
- Custom development work requires separate agreements
3. Engagement Process
Project Initiation
- Initial consultation and discovery call
- Proposal with scope, timeline, and pricing
- Master Service Agreement execution
- 50% deposit payment for fixed-price services
- Project kickoff and execution
Client Responsibilities
- Provide accurate and complete information
- Grant necessary access to systems and personnel
- Respond to requests for information within agreed timeframes
- Designate a primary point of contact
- Make timely decisions required for project progress
Scope Changes
Any changes to the agreed scope of work must be documented in writing and may result in additional fees. We will provide written notice of scope changes and associated costs before proceeding with additional work.
4. Payment Terms
Fixed-Price Services
- • 50% deposit required before work begins
- • 50% balance due upon completion
- • Payment due within 30 days of invoice
- • Late fees: 1.5% per month on overdue amounts
Ongoing Services
- • Monthly billing in advance
- • Payment due on the 1st of each month
- • Auto-renewal unless cancelled
- • 30-day notice required for cancellation
Payment Methods
We accept the following payment methods:
- Bank transfer (ACH) - preferred method
- Check (business accounts only)
- Credit card (processing fees may apply)
Refund Policy
Deposits for fixed-price services are non-refundable once work has commenced. Monthly recurring services may be cancelled with 30 days notice, with no refund for the current billing period.
5. Intellectual Property Rights
Work Product Ownership
Upon full payment, Client will own all custom work product specifically created for Client, including documentation, analysis, and recommendations ("Deliverables"). This does not include our methodologies, processes, or pre-existing intellectual property.
Retained Rights
SystemsLab LLC retains ownership of:
- Consulting methodologies and frameworks
- General knowledge and experience gained
- Tools and templates developed independently
- Pre-existing intellectual property
License to Use
We grant Client a non-exclusive, perpetual license to use our methodologies and frameworks as applied to their specific project. We reserve the right to use anonymized case studies and general insights for marketing and educational purposes.
6. Confidentiality
We understand that Client may disclose confidential and proprietary information. We agree to maintain strict confidentiality of all Client information and will not disclose such information to third parties without written consent.
Confidential Information Includes
- Business strategies and plans
- Technical specifications and architecture
- Financial information
- Customer data and lists
- Any information marked as confidential
Exceptions
Confidentiality obligations do not apply to information that is: (a) publicly available, (b) independently developed, (c) rightfully received from third parties, or (d) required to be disclosed by law.
7. Warranties and Disclaimers
Professional Services Warranty
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to meet this standard, we will re-perform the services at no additional cost.
DISCLAIMERS
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
We do not guarantee specific business results, cost savings, or performance improvements. All recommendations are advisory in nature and results may vary based on implementation and external factors.
8. Limitation of Liability
IN NO EVENT SHALL SystemsLab LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
This limitation applies regardless of the legal theory on which the claim is based and even if we have been advised of the possibility of such damages.
9. Termination
Termination by Client
Client may terminate services at any time with written notice. For fixed-price projects, Client will pay for work completed to date. For ongoing services, termination is effective at the end of the current billing period with 30 days notice.
Termination by SystemsLab
We may terminate services immediately if:
- Client fails to pay invoices when due
- Client breaches confidentiality obligations
- Client fails to provide necessary cooperation
- Continuation would violate applicable law or regulations
Effect of Termination
Upon termination, we will deliver all completed work product and return confidential information. Obligations regarding confidentiality, intellectual property, and payment will survive termination.
10. General Provisions
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law provisions.
Dispute Resolution
Any disputes arising under these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Madison, Wisconsin.
Independent Contractor
SystemsLab LLC is an independent contractor and not an employee, partner, or agent of Client. Nothing in these Terms creates an employment relationship, partnership, or joint venture.
Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, government actions, or pandemics.
Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
Entire Agreement
These Terms, together with any executed Service Agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
Contact Information
If you have questions about these Terms of Service, please contact us:
Business Address
SystemsLab LLC
Madison, WI
United States
Contact
Email: contact@systemslab.cloud
Website: systemslab.cloud