Legal

Standard Terms and Conditions for Pirrotta Consulting LLC

1. Applicability

These Standard Terms and Conditions apply to all consulting services provided by Pirrotta Consulting LLC, located at 128 N 31st St, Allentown, PA 18104, USA, to you, the Client. These terms govern all services provided under any written agreement, statement of work, or proposal agreed upon by Pirrotta Consulting and the Client.

2. Services Provided

Pirrotta Consulting specializes in digital strategy, brand development, e-commerce solutions, and compliance advisory services. Specific services provided to the Client are detailed in the respective Agreement.

3. Intellectual Property Rights

Pirrotta Consulting retains all rights, title, and interest in methodologies, strategies, software tools, and pre-existing intellectual property used during the engagement. The Client receives only the license stated in the Agreement.

The Client is granted a non-exclusive, non-transferable license to use project deliverables for internal business operations only, as specified in the Agreement. All rights to underlying technologies not explicitly granted are reserved by Pirrotta Consulting.

4. Client Responsibilities

The Client is responsible for providing necessary information, access to resources, and cooperation required for Pirrotta Consulting to perform the services effectively. The Client agrees to comply with all applicable laws and regulations.

5. Payment Terms

Fees for services shall be as agreed upon in the Agreement. Payment is due within 30 days of the invoice date. Late payments incur interest at 1.5% per month or the highest rate permissible under state law, whichever is lower.

6. Confidentiality

Both parties agree to treat confidential information received from the other party as confidential, using at least reasonable care. This confidentiality obligation will survive termination or expiration of the Agreement.

7. Limitation of Liability

Pirrotta Consulting's total liability under the Agreement is limited to the amount paid by the Client for services rendered during the six months preceding any claim. Pirrotta Consulting will not be liable for indirect, special, incidental, consequential, or punitive damages, including lost profits.

8. Warranties and Disclaimers

Pirrotta Consulting warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. Except for this express warranty, Pirrotta Consulting makes no other warranties, express or implied.

Pirrotta Consulting expressly disclaims any warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Pirrotta Consulting from claims, damages, liabilities, costs, and expenses arising from the Client's violation of the Agreement or applicable laws or regulations.

This includes reasonable attorneys' fees.

10. Termination

Either party may terminate the Agreement with written notice if the other party breaches its terms and fails to cure the breach within thirty days after receiving written notice. Upon termination, surviving obligations remain in effect.

11. Dispute Resolution

Any disputes arising under the Agreement shall be resolved first through direct negotiation. If unresolved, disputes shall be settled by arbitration in Pennsylvania under the rules of the American Arbitration Association.

12. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of laws principles.

13. General Provisions

The Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes prior agreements and understandings. No amendment will be effective unless in writing and signed by both parties.