Table of Contents
These Terms of Service ("Terms") govern your use of the Top Software Consulting website at topsoftwareconsulting.org and any consulting services provided by Top Software Consulting ("we," "us," or "our").
By using our website or engaging our services, you represent that you are at least 18 years old, have the legal authority to enter into these Terms, and agree to be bound by them. If you are acting on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.
Top Software Consulting provides technology consulting services including but not limited to:
The specific scope, deliverables, timeline, and fees for any engagement are defined in a written Statement of Work or engagement agreement signed by both parties. In the event of a conflict between these Terms and a signed engagement agreement, the engagement agreement controls.
Paid Audit: Our standard entry point is a paid technical audit. The audit is a standalone deliverable. Completion of a paid audit does not obligate either party to enter into a subsequent engagement.
Project Engagements: Larger engagements are scoped and formalized in a written proposal or Statement of Work. Work begins upon receipt of any required deposit and written approval of the scope.
Client Responsibilities: You agree to provide timely access to systems, information, personnel, and materials reasonably required for us to perform the services. Delays caused by your failure to provide required access may affect timelines and are not our responsibility.
Acceptance: Deliverables are considered accepted if you do not provide written objections within 5 business days of delivery, unless otherwise specified in the engagement agreement.
Payment terms are specified in each engagement agreement. General terms unless otherwise agreed:
Disputed invoices must be raised in writing within 10 business days of receipt. Undisputed portions of any invoice remain due on the original payment date.
Both parties acknowledge that in the course of an engagement, each may receive confidential information belonging to the other. "Confidential Information" means any non-public business, technical, or financial information disclosed in connection with the engagement.
Each party agrees to:
These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was independently known by the receiving party, or is required to be disclosed by law.
Confidentiality obligations survive the termination of any engagement for a period of three (3) years.
Your property: All data, systems, workflows, and materials you provide to us remain your property.
Deliverables: Upon receipt of full payment for an engagement, we assign to you all rights in the custom deliverables created specifically for you under that engagement, including custom code, documentation, and workflow configurations.
Our property: We retain ownership of our pre-existing tools, methodologies, templates, frameworks, and general know-how. Nothing in these Terms grants you a license to our proprietary methods beyond what is necessary to use the deliverables.
Website content: All content on topsoftwareconsulting.org, including text, graphics, and design, is owned by Top Software Consulting. You may not reproduce, distribute, or create derivative works without our written permission.
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that our website will be uninterrupted, error-free, or free of viruses or other harmful components.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOP SOFTWARE CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Top Software Consulting and its principals, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
By you: You may terminate an engagement by providing written notice. You remain responsible for payment of all fees for work completed through the termination date, plus any non-cancellable costs already incurred.
By us: We may terminate an engagement if you materially breach these Terms or an engagement agreement and fail to cure that breach within 10 business days of written notice, or immediately if you fail to make a required payment.
Effect of termination: Upon termination, we will deliver to you all completed work product for which full payment has been received. Provisions that by their nature should survive termination (including confidentiality, intellectual property, and limitation of liability) will survive.
These Terms are governed by the laws of the State of Georgia, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Atlanta, Georgia, and you consent to the personal jurisdiction of those courts.
Before initiating any legal action, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days.
We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page. Your continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.
For active engagements, material changes to these Terms will not apply retroactively without your written consent.
If you have questions about these Terms, please contact us: