Terms of Business
Agreement Reference. These Terms of Business (“Terms”) are incorporated by reference into, and form part of, the separate agreement, order form, statement of work, engagement letter, or similar document executed between Aetos Data Consulting LLC (“Aetos”) and the entity identified therein (“Client”) (collectively, the “Agreement”). By executing the Agreement or paying the first invoice that references these Terms, Client agrees to these Terms. Capitalized terms not defined here have the meanings given in the Agreement.
Services Reference. The services Aetos will perform (the “Services”) are described in the Agreement (including any statement(s) of work) and may be updated in writing by the parties.
1. Services
Aetos shall provide the Services in a professional manner consistent with industry standards.
Aetos does not provide legal advice, and nothing in these Terms or the Agreement shall be construed as legal advice or the practice of law. For jurisdiction‑specific legal advice, Client must engage local counsel.
While Aetos can assist in identifying and managing local counsel, Client remains responsible for ensuring their own compliance with all applicable laws and regulations and is advised to obtain a final legal review from its retained legal counsel.
Engaging Aetos does not create an attorney-client relationship. Aetos’s role is limited to providing business, compliance, and strategic consulting services.
2. Confidentiality
Both parties agree to keep confidential any non‑public information disclosed during the engagement (“Confidential Information”). Aetos shall not disclose or use Client’s Confidential Information except as necessary to perform the Services.
Confidential Information does not include information that:
Is publicly available at the time of disclosure;
Becomes publicly available through no fault of the receiving party; or
Is independently developed without reference to the disclosing party’s information.
Aetos may be required or compelled to disclose certain information by law or a governing authority. In such cases, Aetos will take all reasonable measures to limit any disclosure to what may be necessary for compliance.
3. Compliance with Data Protection Laws
Aetos shall comply with applicable data protection laws where relevant.
If Client is located in the EU or UK, Aetos shall appoint a data protection representative where required and process personal data only as instructed by Client.
Client represents that it has the legal basis to provide any personal data shared with Aetos and shall indemnify Aetos for any breaches of data protection laws caused by Client’s failure to comply with such laws.
4. Documentation & Intellectual Property
Background Intellectual Property. Aetos retains all intellectual property rights to its pre-existing intellectual property, including but not limited to our proprietary methodologies, frameworks, know-how, templates, software, tools, and other materials developed or acquired by Aetos prior to or outside of the Agreement ("Background IP").
Ownership of Deliverables. Upon full and final payment of all fees due under this Letter, Aetos assigns to Client all rights, title, and interest in and to the final written reports, policies, and other documents prepared by Aetos specifically and exclusively for Client under the Agreement ("Deliverables").
License to Client. Aetos grants Client a perpetual, royalty-free, non-exclusive, non-transferrable license to use our Background IP solely as it is embedded within the Deliverables and for Client's own internal business purposes. Client may not extract, reproduce, or use Aetos's Background IP separately from the Deliverables.
Retention of Rights. Aetos retains the right to use general ideas, concepts, skills, experience, and know‑how developed or confirmed during performance of the Services, provided Aetos does not use or disclose Client’s Confidential Information.
Document Retention. Aetos retains client documentation until all outstanding fees are settled. Aetos’s standard policy is to securely destroy files no more than two (2) years after an engagement concludes.
5. Limitation of Liability
Aetos’s total liability arising out of or related to these Terms or the Agreement shall not exceed the fees paid by Client in the twelve (12) months preceding the claim, and Aetos shall not be liable for any indirect, consequential, or punitive damages, including but not limited to lost profits or data breaches, arising from the Services.
6. Term, Termination, & Billing
Term. Services begin on the earlier of (a) the effective date stated in the Agreement or (b) Aetos’s receipt of Client’s first payment. Client commits to an initial term of three (3) months (the “Initial Term”), with automatic month‑to‑month renewals thereafter.
Termination for Convenience. After the Initial Term, this Agreement may be terminated by either party with thirty (30) days written notice.
Termination for Cause. Client may terminate within the first thirty (30) days of the Initial Term if not satisfied with the Services. If any invoice is unpaid after its due date (the “Due Date”), Aetos may suspend or terminate the Agreement. If Client invokes termination for cause, access to Aetos resources and deliverables will be canceled upon notice, and Client agrees to destroy all copies of deliverables received except as provided in Section 9.
Payments. All invoices are due on the Due Date in USD, unless otherwise agreed in writing.
Startup (Onboarding) Fee. A one‑time startup fee in the amount set forth in the Agreement or Order Form (the “Startup Fee”) is due upon signing and prior to commencement of Services. The Startup Fee covers initial onboarding activities (e.g., discovery, environment setup, planning). If Client stops Services (including via termination, suspension, or pause) and later resumes Services, the Startup Fee will be due again upon resumption.
Pauses & Resumption of Services. If Client pauses, suspends, or terminates Services and later requests to resume:
Startup Fee Re‑applies. The Startup Fee will be invoiced again on resumption.
Then‑Current Market Rates. Pricing on resumption will be at Aetos’s then‑current market rates and standard pricing (which may differ from any prior rates or discounts). Prior promotions or discounts do not carry over.
Capacity Constraints. Resumption is subject to Aetos’s available capacity and scheduling. Aetos may decline or delay resumption in its reasonable discretion and will provide an estimated restart date if accepted.
No 30‑Day Guarantee on Restart. The thirty (30) day risk‑free guarantee in Section 9 does not apply to any resumption following a pause, suspension, or termination.
Written Confirmation. Resumption will be confirmed via a new Order Form or written confirmation (e.g., email) stating applicable rates and an anticipated start date.
Overdue Payments. Aetos may charge reasonable interest on amounts unpaid sixty (60) days after the Due Date. Client remains responsible if a third party that agreed to pay on Client’s behalf fails to do so.
Monthly billing. For Services provided on a subscription or ongoing basis, fees will be collected in advance of Services rendered.
Hourly Billing. For hourly engagements (to the extent inconsistent with other terms, this paragraph governs): (a) monthly invoicing with NET15 terms; (b) timely payment is required for additional work to be performed, at Aetos’s discretion; and (c) the billable month is counted from the date first payment is received.
Expenses. While acting for you, we may incur expenses on your behalf. Aetos will advise you in advance of any unusual expenses or charges and seek your approval before incurring them whenever practicable. You agree to reimburse us for all usual costs, charges, and other expenses reasonably incurred by us on your behalf or otherwise in connection with this matter.
Rates. Aetos may modify its rates from time to time with reasonable advance notice. For clarity, upon any resumption after a pause, suspension, or termination, the Then‑Current Market Rates rule above applies.
7. Governing Law and Dispute Resolution
Unless the Agreement specifies otherwise, these Terms and any dispute arising out of or relating to them shall be governed by the laws of the State of Delaware, without regard to conflict‑of‑laws principles. Disputes shall be resolved through mediation in Orlando, FL. If mediation fails, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association.
8. Publicity, optional
Opt in. If Client selects a services option including a Brand Partner Discount, Client grants Aetos a non‑exclusive, no‑cost right to use Client’s name and logo during the term to identify Client as a customer (website, sales materials, conference slides, and social media). Aetos will follow Client’s brand rules. Logos may be resized only. No endorsement is implied beyond being a customer.
Opt‑out. Client may revoke permission by email. Aetos will stop new uses and remove the name and logo from the website and social media within ten (10) business days. Printed materials or third‑party materials already in circulation will not be recalled.
Pricing Independence. Publicity permission is optional and not required to accept the Standard Price. A separate Brand Partner Discount may be offered if Client opts in.
9. Thirty day risk free guarantee
If Client is not convinced that Aetos has added actionable compliance value within the first thirty (30) days from the initial start of Services under the Agreement, Client may email notice and Aetos will refund one hundred percent (100%) of fees paid. Client keeps Deliverables created to date under a paid‑up license to Background IP embedded in those Deliverables. This section governs over any conflicting provision and applies only to the initial start of Services, not to any resumption after a pause, suspension, or termination.
10. Miscellaneous
Severability. If any provision of these Terms is found unlawful, void, or unenforceable, that provision shall be severed and the remainder shall remain in effect.
Entire Agreement. These Terms and the Agreement constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements regarding the subject matter.
Modifications. Any modifications to these Terms must be in writing and acknowledged by both parties (including by email, order form, or updated statement of work), unless the Agreement expressly provides otherwise.
Assignment. Neither party may assign the Agreement or these Terms without the prior written consent of the other party, except that Aetos may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.
Order of Precedence. If there is a conflict between the Agreement and these Terms, the Agreement controls except where these Terms expressly state otherwise (including Section 9).