Consultwise LLC (Software4.net)

Effective Date: June 11, 2025

Updated: 10:00 PM

 

1. Introduction and Acceptance of Terms


Welcome to Consultwise LLC (Software4.net) ("Consultwise," "we," "us," or "our"). These Terms & Conditions ("Terms") govern your use of our services, including but not limited to website design and development, digital marketing, Search Engine Optimization (SEO), Salesforce consulting and implementation, and Quality Assurance (QA) Testing (collectively, the "Services").


By engaging Consultwise LLC (Software4.net) for Services, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services. These Terms constitute a binding legal agreement between Consultwise LLC and the Client. Specific details of the Services, project scope, timelines, and fees will be outlined in a separate Statement of Work ("SOW") or Service Agreement, which shall incorporate these Terms by reference.


2. Services


Consultwise LLC (Software4.net) offers a range of professional software and digital services. The precise nature and scope of Services to be provided will be detailed in an agreed-upon SOW. Any changes or additions to the Services must be mutually agreed upon in writing. Consultwise reserves the right to modify or discontinue any aspect of the Services with reasonable notice.


3. Client Responsibilities


The Client agrees to:


  • Provide all necessary information, content, data, and access (e.g., website access, platform credentials) promptly as required for Consultwise LLC (Software4.net) to perform the Services.


  • Ensure that all content, materials, or data provided to Consultwise comply with all applicable laws and do not infringe on any third-party rights.


  • Provide timely feedback and approvals as requested by Consultwise.


  • Make timely payments for Services as per the agreed-upon terms.


  • Collaborate with Consultwise LLC (Software4.net) professionally and constructively.


4. Payment Terms


  • Fees and Invoicing: Fees for Services will be specified in the SOW. Invoices will be issued according to the agreed-upon schedule.


  • Payment Due Date: All invoices are due and payable within the period specified on the invoice, typically [e.g., 15 or 30] days from the invoice date.

  • Late Payments: Consultwise reserves the right to suspend Services or apply a late payment charge, e.g., 1.5% per month (or the maximum permitted by law) on overdue amounts.


  • Taxes: All fees are exclusive of applicable taxes (e.g., sales tax, VAT, GST), which will be added to invoices as required by law.


  • Refunds: Unless explicitly stated otherwise in a specific SOW, payments for Services rendered are non-refundable.


5. Intellectual Property (IP)


  • Client IP: The Client retains all intellectual property rights to any materials, data, trademarks, or copyrighted content provided to Consultwise to perform the Services. The Client grants Consultwise a non-exclusive, royalty-free license to use such IP solely for the execution of the Services. The Client warrants that it has all necessary rights to provide such IP to Consultwise and that its use will not infringe on any third-party rights.


  • Consultwise IP: Consultwise retains all intellectual property rights to its proprietary methodologies, tools, software, code (unless developed explicitly as custom work for the Client and agreed upon otherwise in an SOW), templates, and any pre-existing intellectual property used in the delivery of Services.


  • Work Product: Upon full payment for Services, the Client shall generally own the final work product specific to the Services (e.g., completed website code, digital marketing campaign assets, SEO reports). Ownership of particular deliverables will be detailed in the SOW. Consultwise may retain a license to use such work product for portfolio purposes.


6. Confidentiality


Both Consultwise and the Client agree to treat all non-public information obtained during their engagement as confidential. This includes, but is not limited to, business plans, financial data, client lists, technical specifications, marketing strategies, and proprietary methodologies. 


Neither party shall disclose, use, or permit the use of such Confidential Information for any purpose other than fulfilling the obligations under these Terms or the relevant SOW without the prior written consent of the disclosing party. This obligation shall survive the termination of the Services.

7. Data Protection and Privacy


Consultwise is committed to protecting personal data and adhering to global data protection regulations. We will process personal data by our Privacy Policy and applicable laws, including but not limited to the General Data Protection Regulation (GDPR) for individuals in the European Union and the California Consumer Privacy Act (CCPA) for California residents, where relevant to the Services provided. The Client is responsible for ensuring that it has all necessary consents and legal bases for any personal data it provides to Consultwise for processing.


8. Warranties and Disclaimers


  • Consultwise Warranty: Consultwise warrants that Services will be performed in a professional and workmanlike manner by generally accepted industry standards.


  • Disclaimer of Guarantees: While Consultwise strives for excellence, particularly in digital marketing and SEO Services, we do not guarantee specific results (e.g., specific rankings, traffic levels, conversion rates, or sales). The effectiveness of these Services depends on numerous factors outside our direct control, including algorithm changes, market conditions, competitor activities, and client actions.


  • Third-Party Tools: Consultwise may utilize third-party tools or platforms (e.g., Salesforce, Google Ads, social media platforms). Consultwise is not responsible for the functionality, availability, or policies of such third-party services.


9. Limitation of Liability


To the maximum extent permitted by law, Consultwise LLC (Software4.net) shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers and/or any personal information stored therein. 


In no event shall Consultwise's aggregate liability for all claims relating to the Services exceed the total amount paid by the Client to Consultwise for the specific Services giving rise to the claim in the twelve (12) months preceding the claim.



10. Indemnification


The Client agrees to indemnify, defend, and hold harmless Consultwise LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with-

(a) Your access to or use of the Services 

(b) Your violation of these Terms

(c) Your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, or privacy right 

(d) any claim that your content or data caused damage to a third party.


11. Term and Termination


These Terms remain in effect for the duration of the Services as outlined in the SOW. Either party may terminate the Services if the other party materially breaches these Terms or an SOW and fails to cure such breach within [e.g., 30] days of written notice. Upon termination, the Client shall pay Consultwise for all Services rendered up to the effective date of termination.


12. Governing Law and Dispute Resolution


These Terms shall be governed by and construed by the laws of the State of Georgia, USA, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be resolved through good faith negotiation between the parties. 


If negotiation fails, the parties agree to first explore mediation before resorting to litigation. The exclusive jurisdiction for any legal action arising from these Terms shall be the state or federal courts located in Georgia, USA. Specific agreements within an SOW for international clients may supersede this choice of law and jurisdiction.


13. Miscellaneous Terms 


  • Entire Agreement: These Terms, together with any applicable SOW, constitute the whole agreement between Consultwise and the Client regarding the Services.


  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  • Force Majeure: Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.


  • Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.


  • Assignment: The Client may not assign its rights or obligations under these Terms without the prior written consent of Consultwise. Consultwise may assign its rights and obligations without the Client's consent.


Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.