Terms & Conditions
Terms and Conditions of Service for Endpoint Business Consulting
These Terms and Conditions ("Agreement") govern the provision of consulting services by Endpoint Business Consulting ("Endpoint," "We," or "Us") to the Client ("Client" or "You"). By engaging Endpoint for services, You agree to be bound by these terms.
1. Scope of Agreement and Services
This Agreement covers all services provided by Endpoint, including fixed-fee Consulting Projects (Cloud Transformation, Business Analytics) and Retainer Services (Cyber Policy & Continuous Compliance).
A. Service Authorization: All work performed will be defined in a mutually executed Statement of Work (SOW) or a formal Retainer Agreement. In the event of a conflict, the terms of the specific SOW or Retainer Agreement shall supersede these general Terms and Conditions.
B. Consulting Projects (Fixed-Fee): Projects are milestone-driven (e.g., Cloud Migration, SSP documentation). Endpoint is responsible for delivering the defined outputs according to the SOW scope. Any changes requested by the Client outside the SOW scope will require a formal Change Order and may result in additional fees.
C. Retainer Services (Continuous Compliance): These services (e.g., CMMC continuous monitoring, policy management) are provided on an ongoing basis for a recurring fee. Endpoint is responsible for maintaining the agreed-upon state of compliance readiness and providing necessary support as detailed in the Retainer Agreement.
2. Fees, Invoicing, and Payment
A. Pricing Model: Fees for services will adhere to the models defined in Endpoint's Financial Plan:
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DoD Contractors: Primarily Value-Based Fixed Fees for compliance projects and annual retainers.
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SMB Clients: Project-Based Fixed Fees for initial engagements and Tiered Monthly Subscriptions for ongoing support and analytics.
B. Payment Terms: All fees are due as specified in the SOW or invoice. Endpoint reserves the right to suspend work or access to monitoring platforms if payments are not received within fifteen (15) days of the due date.
C. Taxes: The Client is responsible for any applicable sales, use, or local taxes arising from the services, excluding taxes based on Endpoint's income.
3. Client Responsibilities and Cooperation
A. Information Access: The Client must provide timely and complete access to all necessary facilities, systems, documentation, and personnel required for Endpoint to perform the services, especially for compliance assessments (CMMC/NIST). Delays caused by lack of Client cooperation may result in additional fees or timeline extensions.
B. Data Accuracy: The Client warrants that all data, information, and representations provided to Endpoint are accurate and complete. Endpoint relies on this information for delivering accurate compliance plans and security architecture.
4. Confidentiality and Security
Given Endpoint's specialization in security, Confidentiality is paramount.
A. Confidential Information (CI): CI includes, but is not limited to, the Client's business plans, financial data, technical specifications, and, critically, any Controlled Unclassified Information (CUI) or Federal Contract Information (FCI) shared during compliance engagements.
B. Obligations: Both parties agree to protect the other's CI using the same level of care as they use for their own confidential materials, but in no case less than reasonable care. Endpoint will handle CUI and FCI in accordance with the security standards required by the CMMC Level 2 framework.
C. Work Product: All documentation created by Endpoint for the Client (e.g., SSP, POA&M, BI Dashboards) belongs to the Client upon final payment. Endpoint retains the right to use the general knowledge, processes, and tools developed during the engagement.
5. Termination
A. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice.
B. Termination of Retainer Services: The Client may terminate a monthly or annual retainer by providing thirty (30) days written notice. Termination is effective at the end of the current billing cycle (as per the E-commerce Transaction Policy).
C. Payment upon Termination: The Client is responsible for payment for all services rendered up to the date of termination.
6. Warranties and Limitation of Liability
A. Disclaimer of CMMC Certification Guarantee: Endpoint provides expert consulting to achieve Audit Readiness for CMMC. We do not and cannot guarantee CMMC certification, as the final certification decision rests solely with the accredited Third-Party Assessment Organization (C3PAO) or the government authority (DIBCAC).
B. Limitation of Liability: In no event shall Endpoint Business Consulting be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or contracts, even if advised of the possibility of such damages. Endpoint’s total aggregate liability under this Agreement shall not exceed the fees paid by the Client to Endpoint in the twelve (12) months immediately preceding the event giving rise to the claim.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The parties agree that the exclusive jurisdiction for any dispute shall be the courts located in Hampton Roads, Virginia.