These Terms of Service ("Terms") govern your use of the website and services provided by Viewson Consulting ("we," "our," or "us"). By accessing our website or engaging our services, you agree to these Terms.

Important: Please read these Terms carefully. By using our services, you agree to be bound by these Terms and our Privacy Policy.

1. Services Provided

We provide fractional Chief Technology Officer (CTO) services, including but not limited to:

• IT strategy and advisory services

• Technology assessments and audits

• Team management and organizational consulting

• Technology roadmap development

• Vendor and budget management consulting

• Workshops and training sessions

• Specific services are defined in individual service agreements or statements of work.

2. Service Agreements

All services are subject to a separate written agreement ("Service Agreement") that outlines:

• Scope of work and deliverables

• Timeline and milestones

• Fees and payment terms

• Confidentiality obligations

• Specific terms applicable to the engagement

In the event of a conflict between these Terms and a Service Agreement, the Service Agreement prevails.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or your organization.

4. Fees and Payment

4.1 Service Fees

Fees for services are outlined in the applicable Service Agreement. Standard offerings include:

• Leadership Retainer $10,000 USD/month (min 3 months)

• Monthly Retainer: $5,000 USD/month (min 3 Months)

• Workshops: $10,000 USD + travel

4.2 Payment Terms

• Invoices are payable within 30 days of receipt unless otherwise specified

• Late payments may incur a 1.5% monthly interest charge

• We accept payment via bank transfer, credit card, or other agreed methods

• Retainer agreements may require upfront or recurring monthly payments

4.3 Expenses

Unless otherwise agreed, reasonable expenses (travel, accommodations, tools required for service delivery) will be billed separately with prior approval.

5. Client Responsibilities

To ensure successful service delivery, you agree to:

• Provide timely access to personnel, systems, and information necessary for the engagement

• Designate a primary point of contact for communication

• Provide accurate and complete information

• Make timely decisions when requested

• Comply with all applicable laws and regulations

6. Intellectual Property

6.1 Client Data

You retain all rights to your data, business information, and intellectual property shared with us during the engagement.

6.2 Deliverables

Upon full payment, you receive a non-exclusive license to use deliverables (reports, assessments, roadmaps) created specifically for your engagement.

6.3 Our Materials

We retain ownership of our methodologies, frameworks, templates, and pre-existing materials. You may not reproduce or distribute these without written permission.

6.4 Feedback and Learnings

We may use anonymized insights and learnings from engagements to improve our services and create general content (case studies, blog posts) with your prior written consent.

7. Confidentiality

Both parties agree to:

• Keep confidential information disclosed during the engagement private

• Use confidential information solely for the purposes of the engagement

• Return or destroy confidential information upon request or termination

Confidentiality obligations survive termination of the engagement.

8. Termination

8.1 Termination by Either Party

Either party may terminate a Service Agreement with 30 days' written notice, unless otherwise specified in the agreement.

8.2 Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches these Terms or the Service Agreement

• The other party becomes insolvent or enters bankruptcy proceedings

8.3 Effect of Termination

Upon termination:

• You remain responsible for fees for work completed through the termination date

• We will deliver all completed work and return your confidential information

• Sections related to confidentiality, intellectual property, and limitation of liability survive termination

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner

• We have the necessary expertise and authority to provide the services

• Our services will comply with applicable laws

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We do not guarantee specific business outcomes, revenue increases, or cost savings. Our recommendations are advisory in nature.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM

• WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION

• WE ARE NOT LIABLE FOR THIRD-PARTY ACTIONS, DECISIONS MADE BASED ON OUR RECOMMENDATIONS, OR CLIENT IMPLEMENTATION OF RECOMMENDATIONS

11. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your breach of these Terms or applicable laws

• Your use of deliverables or implementation of recommendations

• Third-party claims related to your business operations

12. Website Use

12.1 Acceptable Use

You agree not to:

• Use the website for unlawful purposes

• Attempt to gain unauthorized access to our systems

• Transmit viruses, malware, or harmful code

• Scrape, mine, or harvest data from the website

• Impersonate us or misrepresent your affiliation with us

12.2 User Content

If you submit content (e.g., comments, testimonials), you grant us a non-exclusive, royalty-free license to use, reproduce, and display that content in connection with our services.

13. Marketing and Testimonials

With your written consent, we may:

• List you as a client (company name and logo) on our website

• Use anonymized case studies from the engagement

• Share testimonials you provide

You may revoke this consent at any time by contacting us.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of Ontario, Canada, without regard to conflict of law principles.

14.2 Arbitration (Optional)

Any disputes will first be attempted to be resolved through good-faith negotiation. If unsuccessful, disputes may be submitted to binding arbitration in Ontario, Canada, under the rules of the ADR Institute of Canada.

14.3 Jurisdiction

If arbitration is not agreed upon, disputes will be resolved in the courts of Ontario, Canada.

15. Force Majeure

Neither party is liable for delays or failures in performance due to events beyond reasonable control, including natural disasters, pandemics, war, terrorism, or government actions.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full effect.

17. Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

18. Modifications

We may update these Terms from time to time. We will notify you of significant changes by:

• Posting the updated Terms on this page with a new "Last Updated" date

• Sending email notification if you are an active client

Continued use of our services after changes constitutes acceptance of the updated Terms.

19. Contact Us

If you have questions about these Terms, please contact us:

• Email: [email protected]

• Website: www.viewson.com