TERMS AND CONDITIONS
Paradigm Strategic Partners, LLC
These Terms and Conditions govern all proposals, quotations, invoices, agreements, registrations, and professional services provided by Paradigm Strategic Partners, LLC ("PSP") unless otherwise modified by a written agreement signed by an authorized representative of PSP.
1. Payment Terms
Unless otherwise stated in writing, payment is due within thirty (30) calendar days of the invoice date.Paradigm Strategic Partners, LLCP reserves the right to suspend or discontinue services for accounts that remain unpaid beyond the payment due date. Past-due balances may accrue interest at the maximum rate permitted by applicable Texas law.
2. Collection Costs
Should collection efforts become necessary, the Client agrees to pay all reasonable costs of collection, including attorney's fees, court costs, collection agency fees, and any other expenses incurred in recovering unpaid amounts to the extent permitted by law.
3. Taxes
The Client is responsible for all applicable federal, state, and local taxes, fees, and governmental assessments arising from the services provided, excluding taxes based solely upon PSP's net income. If applicable law requires withholding from payments made to PSP, the Client remains responsible for payment of the full contract amount unless otherwise agreed to in writing.
4. Professional Services
PSP provides professional consulting, assessment, examination development, training, facilitation, and advisory services. All services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Unless expressly stated in a written agreement, PSP does not guarantee specific organizational outcomes, promotional decisions, examination results, funding approvals, legal determinations, or operational improvements.
5. Client Responsibilities
The Client agrees to provide timely access to all information, policies, procedures, source materials, facilities, technology, personnel, and other resources reasonably necessary for PSP to perform the contracted services. Project schedules and delivery dates are contingent upon the timely receipt of requested information. Delays caused by the Client may require adjustments to project schedules and delivery timelines.
6. Changes in Scope
Any material change to the agreed scope of work requested after acceptance of a proposal may require adjustments to pricing, project timelines, or both. No additional work outside the original scope will be performed without mutual agreement.
7. Ownership of Intellectual Property
Unless otherwise agreed to in writing, all examination materials, assessment exercises, scoring methodologies, competency models, software, reports, templates, evaluation forms, graphics, written content, and other work products developed or provided by PSP remain the exclusive intellectual property of Paradigm Strategic Partners, LLC. The Client is granted a limited, non-transferable license to use the deliverables solely for the specific engagement described in the applicable proposal or agreement. The Client shall not reproduce, distribute, modify, administer, or otherwise use proprietary PSP materials beyond the agreed engagement without the prior written consent of PSP.
8. Confidentiality
PSP will maintain the confidentiality of Client information, candidate information, assessment results, examination materials, and other confidential information received during the course of the engagement, except as required by law. Likewise, the Client agrees to maintain the confidentiality of PSP's proprietary examination materials, assessment exercises, scoring methodologies, software, and other intellectual property.
9. Limitation of Liability
To the fullest extent permitted by law, PSP's total liability arising from any claim relating to services provided shall not exceed the total amount actually paid by the Client for the specific services giving rise to the claim. Under no circumstances shall PSP be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including lost profits, lost business opportunities, or interruption of operations.
10. Claims
Any claim arising out of services provided by PSP must be submitted in writing within ten (10) calendar days after the event giving rise to the claim. Failure to provide timely written notice constitutes a waiver of such claim to the fullest extent permitted by law.
11. Force Majeure
Neither party shall be liable for delays or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, severe weather, acts of government, terrorism, labor disputes, public health emergencies, interruptions in transportation, or other unforeseen events. In such circumstances, affected performance obligations shall be suspended for the duration of the event.
12. Governing Law and Venue
These Terms and Conditions, together with any related proposal or agreement, shall be governed by and construed in accordance with the laws of the State of Texas. Any legal action arising from these Terms or the services provided shall be brought exclusively in a court of competent jurisdiction located within the State of Texas.
13. Entire Agreement
These Terms and Conditions apply to all services provided by PSP unless superseded by a separate written agreement executed by both parties. Any purchase order, vendor form, or other Client-issued document containing additional or conflicting terms shall not modify these Terms and Conditions unless expressly accepted in writing by an authorized representative of PSP.
14. Severability
If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.