Services Terms & Conditions

By teamcwe | 2025-01-24

Terms and Conditions

  1. Definitions

1.1. Company: Consultants With Energy, LLC (“CWE”).

1.2. Client: The entity contracting CWE for services.

1.3. Services: Technical staffing and related services provided by CWE as specified in the Service Agreement or proposal.

  1. Scope of Services

2.1. CWE will provide qualified personnel and related services as agreed in the Service Agreement. CWE reserves the right to substitute personnel with equivalent qualifications as necessary.

2.2. Any changes to the scope of Services must be mutually agreed upon in writing.

  1. Pricing and Payment

3.1. Fees for Services will be specified in the Service Agreement and are exclusive of taxes, unless otherwise stated.

3.2. Payment is due within thirty (30) days of the invoice date unless otherwise agreed. Late payments will incur interest at the rate of 2.5% per month or the highest rate allowed by law, whichever is lower.

3.3. Client is responsible for all applicable taxes, levies, and duties unless a valid tax exemption certificate is provided.

  1. Confidentiality

4.1. CWE and Client agree to maintain the confidentiality of proprietary or sensitive information disclosed during the engagement. This obligation survives the termination of the Service Agreement.

4.2. Confidential information does not include information that:

  • Is publicly available without breach of this agreement.
  • Was known by the receiving party prior to disclosure.
  • Is disclosed by a third party without restriction.
  • Is required to be disclosed by law or legal process.
  1. Intellectual Property

5.1. Any work product or deliverable created by CWE personnel under this agreement remains the property of CWE unless otherwise agreed in writing.

5.2. Client is granted a non-exclusive, non-transferable license to use the deliverables solely for their internal purposes.

  1. Liability Limitation

6.1. CWE’s liability is limited to the total fees paid by the Client under the applicable Service Agreement.

6.2. CWE is not liable for indirect, incidental, consequential, punitive, or exemplary damages.

  1. Warranties and Disclaimers

7.1. CWE warrants that its Services will be performed in a professional and workmanlike manner.

7.2. CWE disclaims all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

  1. Indemnification

8.1. CWE will indemnify and hold the Client harmless against third-party claims arising from CWE’s gross negligence or willful misconduct.

8.2. Client will indemnify and hold CWE harmless against claims, damages, or liabilities arising from Client’s misuse of the Services or failure to comply with applicable laws.

  1. Termination

9.1. Either party may terminate the agreement with thirty (30) days’ written notice.

9.2. CWE may terminate immediately if Client fails to pay fees or breaches any material term of the agreement.

9.3. Upon termination, Client will pay CWE for all Services rendered up to the termination date.

  1. Force Majeure

10.1. CWE is not liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, governmental actions, or acts of God.

  1. Governing Law and Dispute Resolution

11.1. This agreement is governed by the laws of the state in which CWE’s principal office is located.

11.2. Disputes will first be resolved through good-faith negotiation. If unresolved, disputes will be submitted to binding arbitration in the same state.

  1. Independent Contractor

12.1. CWE is an independent contractor and not an employee, partner, or agent of the Client.

12.2. CWE is solely responsible for personnel matters, including payroll, benefits, and compliance with employment laws.

  1. Changes and Amendments

13.1. This agreement may only be amended in writing and signed by authorized representatives of both parties.

  1. Entire Agreement

14.1. These Terms and Conditions, together with the Service Agreement, constitute the entire agreement between the parties and supersede all prior understandings or agreements.

  1. Notices

15.1. All notices must be sent to the addresses specified in the Service Agreement, either by certified mail, email with delivery confirmation, or personal delivery.

  1. Severability

16.1. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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