Terms & Conditions
1. Services. It is understood and agreed that the services of Fenix Group Consulting may include advice and
recommendations, but all decisions in connection with the implementation of such advice and recommendations
shall be the responsibility of, and made by, Client.
2. Payment of Invoices. Invoices upon which payment is not received within thirty (30) days of the invoice date shall
accrue a late charge of the lesser of (i) 5 % per month or (ii) the highest rate allowable by law, in each case
compounded monthly to the extent allowable by law. Without limiting its rights or remedies, Fenix Group
Consulting shall have the right to halt or terminate entirely its services until payment is received on past due
invoices.
3. Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate on the completion
of the agreed services of Fenix Group Consulting. This engagement may be terminated by either party at any time by
giving written notice to the other party not less than 30 calendar days before the effective date of termination.
4. Ownership.
a). FGC Technology. Fenix Group Consulting has either created or acquired the rights to various concepts, ideas,
methodologies, procedures, processes, know-how, and techniques (including, without limitation, models; templates;
the generalized features of the structure, sequence and organization of software; user interfaces and screen designs;
general purpose consulting and software tools, utilities and routines; logic, coherence and methods of operation of
systems) (collectively “FGC Technology”) which may be used in this engagement of services.
b). Ownership of Deliverables. Except as provided below, upon full and final payment to Fenix Group Consulting,
the tangible items specified as deliverables or work product in the proposal, engagement letter or contract to which
these terms are attached (the “Deliverables”) will become the property of the Client. To the extent that any FGC
Technology is contained in any of the Deliverables, Fenix Group Consulting hereby grants Client, upon full and final
payment of the agreed contract price to Fenix Group Consulting, a royalty-free, fully paid-up, worldwide, nonexclusive
license to use such FGC Technology in connection with the Deliverables.
c). Ownership of Fenix Group Consulting Property. To the extent that Fenix Group Consulting utilizes any of its
property (including, without limitation, the FGC Technology or any hardware or software of Fenix Group
Consulting) in connection with the performance of services hereunder, such property shall remain the property of
Fenix Group Consulting and, except for the license expressly granted in Paragraph 4(b), Client shall acquire no right
or interest in such property. Notwithstanding anything herein to the contrary, the parties acknowledge and agree
that (a) Fenix Group Consulting will own all right, title, and interest, including, without limitation, all rights under all
copyright, patent and other intellectual property laws, in and to the FGC Technology and (b) Fenix Group Consulting
may employ, modify, disclose, and otherwise exploit the FGC Technology (including, without limitation, providing
services or creating programming or materials for other clients). Fenix Group Consulting does not agree to any
terms that may be construed as precluding or limiting in any way its right to (a) provide consulting or other services
of any kind or nature whatsoever to any other person or entity or (b) develop for itself, or for others, material that
are competitive with those produced as a result of the services provided here under, irrespective of their similarity
to the Deliverable.
5. Limitation on Warranties. THIS IS A SERVICE AGREEMENT. Fenix Group Consulting WARRANTS THAT IT WILL
PERFORM SERVICES HEREUNDER IN GOOD FAITH. Fenix Group Consulting DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. Fenix Group Consulting IS NOT PROVIDING ANY SOFTWARE, CODE
RENOVATION OR TESTING SERVICES.
6. Limitation on Damages. In consideration of the services to be rendered by Fenix Group Consulting, client agrees
that Fenix Group Consulting and its personnel shall not be liable to Client for any claims, damages, liabilities or
expenses relating to this engagement for an aggregate amount in excess of the fees paid by Client to Fenix Group
Consulting pursuant to this engagement. In no event, shall Fenix Group Consulting or its personnel be liable for
consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this
engagement. In furtherance and not in limitation of the foregoing, Fenix Group Consulting will not be liable for any
damages, claims, or liabilities resulting from any decisions made by Client as a result of the services performed by
Fenix Group Consulting. The foregoing provisions shall apply to the fullest extent of the law, whether in contract,
statute, tort (such as negligence), or otherwise.
7. Cooperation.
a). Client shall cooperate with Fenix Group Consulting in the performance of services by Fenix Group Consulting,
including, without limitation, providing Fenix Group Consulting with reasonable facilities and timely access to data,
information and personnel of Client.
b). Client shall be responsible for the performance of its employees and agents and for the accuracy and
completeness of all data and information provided to Fenix Group Consulting for purposes of the performance by
services by Fenix Group Consulting.
8. Force Majeure. Fenix Group Consulting shall not be liable for any delays resulting from circumstances or causes
beyond its reasonable control, including, without limitation, fire or other casualty, Act of God, strike or labor
dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
9. Limitation on Actions. No action, regardless of form, arising under or relating to this engagement, may be brought
by either party more than one year after the cause of action has accrued, except that an action for non-payment may
be brought by a party within the statute of limitations from the date of the last payment due to such party
hereunder.
10. Independent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor
and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither
party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or
create any obligation on behalf of, or in the name of, the other without the express consent of the other party.
11. Survival. The provisions hereof shall survive the expiration or termination of this engagement.
12. Assignment. Because of the unique nature of the services to be provided here under, except as provided below,
neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written
consent of the other party. Fenix Group Consulting may assign or subcontract its rights and obligations hereunder
to any affiliate of Fenix Group Consulting, without the consent of the Client.
13. Entire Agreement. These terms, and the Proposal or Engagement Letter to which these terms are appended,
including the exhibits, constitute the entire agreement between Fenix Group Consulting and Client with respect to
the subject matter hereof and supersedes all other oral and written representations, understandings or agreements
relating to the subject matter hereof.
14. Governing Law and Severability. These terms, and the proposal, engagement letter or contract to which these
terms are appended, including the exhibits, shall be governed by, and construed in accordance with, the laws of the
State of Arizona (without giving effect to the choice of law principles thereof). If any provision of these terms is
found by a court competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but
such unenforceable provision shall be deemed modified to the extent necessary to render its enforceable preserving
to the fullest extent permissible the intent of the parties set forth herein.