Transend experts ensure proper planning and preparation, so nothing is left behind.

Any unused Consulting Services hours may be carried forward and applied to future services scheduled within ninety (90) days of the original purchase date, subject to Transend’s availability.

Either party may terminate Consulting Services upon written notice.

• If Customer terminates the Consulting Services engagement, any prepaid fees are non-refundable, and any unused Consulting Services hours shall be forfeited as of the effective termination date, unless otherwise agreed in writing by both parties.
• If Transend cancels the Consulting Services engagement, any unused Consulting Service time shall be refunded to Customer.

All Transend Consultants are US-based senior level experts who specialize in platform architecture and data migration. Once Consulting Services are purchased, Transend will assign a Senior Consultant based on your specific consulting needs.

All Consulting Services are performed remotely, at a mutually agreeable time.

The following Terms & Conditions shall apply to all Consulting Services engagements (“Transend Services” or “Services”) provided by Transend.

1. CUSTOMER RESPONSIBILITIES

1.1 Provide administrative access to all physical, virtual and logical systems requested by Transend, as necessary.

1.2 Provide Transend with all subject matters, concerns, issues, etc. that Customer requires consulting guidance with.

1.3 Purchase all required mail provider licenses, services, subscriptions (i.e. Google Workspace or Microsoft 365 licenses) and any 3^rd party software or services, as necessary.

2. GENERAL DETAILS

2.1 Consulting Services shall cover subject matters defined as supported on Transend’s website. Any services that are not defined as supported on Transend’s website may be outside the scope of Transend Services.

2.2 Prepaid Consulting Services hours must be utilized within ninety (90) days from the date of purchase unless otherwise agreed in writing. Any unused Consulting Services time remaining after this period shall expire without refund.

2.3 Any unused Consulting Services hours may be carried forward and applied to future services scheduled within ninety (90) days of the original purchase date, subject to Transend’s availability.

2.4 Consulting Service time is recorded in 15 minute increments, and includes all guidance, written communication, research, support, troubleshooting and live meetings attended and/or provided by Transend.

2.5 Delivery of Consulting Services is subject to Transend’s availability during Transend’s business hours, unless otherwise agreed in writing. Customer agrees to cooperate in scheduling sessions with reasonable advance notice.

2.6 Scheduled services canceled or rescheduled with less than twenty-four (24) hours’ notice may be deducted from the Customer’s remaining Consulting Services balance.

2.7 Unless otherwise specified in the applicable SOW, Consulting Services shall be performed remotely. On-site services may require additional fees, including travel and related expenses.

2.8 Consulting Services are provided on a commercially reasonable efforts basis. Transend does not warrant or guarantee any specific business, technical, or financial outcome resulting from such services.

2.9 Transend retains ownership of all pre-existing materials, tools, methodologies, and know-how used in connection with the Consulting Services.

2.10 Each party agrees to maintain the confidentiality of non-public information disclosed in connection with the Consulting Services and to use such information solely for purposes of receiving or delivering the Services.

2.11 Consulting Services are provided “as is” without warranty of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability or fitness for a particular purpose.

2.12 Either party may terminate Consulting Services upon written notice. If Customer terminates the Consulting Services engagement, any prepaid fees are non-refundable, and any unused Consulting Services hours shall be forfeited as of the effective termination date, unless otherwise agreed in writing by both parties.. If Transend cancels the Consulting Services engagement, any unused Consulting Service time shall be refunded to Customer.

2.13 During the period that Transend is performing Services to Customer and for a period of one year following the project expiration, termination or completion, Customer shall not, directly or indirectly through a third party, refer for employment, solicit, or offer employment to any Transend personnel, without the prior written consent of Transend.

2.14 These terms and conditions shall be governed and interpreted for all purposes by the laws of the State of Nevada, U.S.A., without reference to its conflict of laws principles. Any dispute, action or proceeding arising out of or related to the services or these terms and conditions shall be commenced in the state courts of Nevada. Each party submits to the personal jurisdiction and exclusive venue of such courts, and waives any objections thereto.

3. CONFIDENTIAL INFORMATION

3.1 In the course of performing the activities contemplated by this Agreement, each party may disclose Confidential Information to the other party. The party disclosing Confidential Information is the “Discloser”, and the party receiving the Confidential Information is the “Recipient”. “Confidential Information” is information which is: (a) marked as “confidential” and disclosed in writing or in a visual presentation which is marked as “confidential”, or (b) disclosed orally and identified as confidential at the time of disclosure and then described in detail and designated to show its confidential nature in a written message sent to the Recipient within thirty (30) days after disclosure, or (c) email data belonging to Company, the identity of Company users and administrators, and (d) the terms and conditions of this Agreement. Confidential Information shall not include and nothing in the Agreement shall prohibit or limit either party’s use or disclosure of information (including but not limited to ideas, concepts, know-how, techniques, and methodologies) that is: (i) known to or in the Recipient’s possession prior to receipt of Discloser’s Confidential Information, (ii) publicly (or become publicly) know or readily ascertainable through no breach of this Agreement by recipient; (iii) is rightfully received by the Recipient from a third party without a duty of confidentiality; (iv) disclosed by Discloser to a third party without a duty of confidentiality on/the third party; (v) is independently developed or learned by Recipient, or (vi) disclosed by Recipient with Discloser’s prior written approval.

3.2 Discloser is providing its Confidential Information to the Recipient solely relating to its performance under this Agreement, and those other parties with whom Recipient has written confidentiality agreements imposing confidentiality obligations no less restrictive than those contained in this section.

3.3 From the time Recipient receives Discloser’s Confidential Information until two (2) years after the termination of this Agreement, (the “Protection Period”), Recipient will protect the confidentiality of Discloser’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as Recipient uses to protect its own confidential information of a like nature. At the end of the Protection Period, Recipient’s obligations end.

3.4 If Recipient is required to reveal Discloser’s Confidential Information under a subpoena, court order or other operation of law, Recipient will provide, to the extent permitted by applicable law, reasonable prior notice to allow Discloser a reasonable opportunity to obtain a protective order.

3.5 Each Party warrants that it has the right to make the disclosures under this Agreement. EXCEPT AS SPECIFIED IN THIS SECTION, THE DISCLOSER PROVIDES CONFIDENTIAL INFORMATION “AS IS” WITHOUT WARRANTY OF ANY KIND.

4. PROCESSING OF CONFIDENTIAL INFORMATION

4.1 Transend shall only process Confidential Information for the purposes of fulfilling its obligations under this Agreement and shall not process, transfer, modify, amend or alter any Confidential Information or disclose or permit the disclosure of Confidential Information to any third party other than in accordance with Company’s documented instructions.

5. PERSONNEL

5.1 Transend guarantees that it shall treat all Confidential Information as strictly confidential and that it shall inform all its employees and/or contractors engaged in processing Confidential Information of the confidential nature of such Confidential Information. Transend shall take reasonable steps to ensure the reliability of any employee and/or contractor who may have access to the Confidential Information, ensuring in each case that access is strictly limited to those persons or parties who need to access the relevant Confidential Information.

5.2 Transend shall ensure that all such persons or parties involved in the processing of Confidential Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6. SECURITY

6.1 Transend shall implement technical and organizational measures to ensure an appropriate level of security of Confidential Information. In assessing the appropriate level of security, Transend shall take account in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Confidential Information transmitted, stored or otherwise processed. The technical and organizational measures shall include in any case reasonable measures:

6.1.1 to ensure that the Confidential Information can be accessed only by authorized parties;
6.1.2 to protect Confidential Information against accidental or unlawful destruction, accidental loss or alteration, unauthorized or unlawful storage, processing, access or disclosure;
6.1.3 to identify vulnerabilities with regard to the processing of Confidential Information in systems used to provide Services to Company.

7. INDEMNITY

7.1 Both parties hold the other party harmless against all claims, actions, third party or Supervisory Authority claims, losses, damages and expenses incurred by the other party and arising directly or indirectly out of or in connection with a breach of this Agreement by the other party.

7.2 Neither party is not liable for any damage or cost, either by contract or tort, towards the other party, except in case of gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

6.1 IN NO EVENT SHALL TRANSEND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES. THE TOTAL CUMULATIVE LIABILITY OF TRANSEND ARISING OUT OF AND RELATED TO THE SERVICES WILL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE FEES PAID TO TRANSEND IN RESPECT OF THE SERVICES GIVING RISE TO THE CLAIM. THESE LIMITATIONS ON LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.