Terms of service

Effective Date: 09 February 2026

These Terms of Service (“Terms”) govern your access to and use of the ISO Cloud Consulting website and your purchase or use of any digital products and/or consulting services provided by ISO Cloud Consulting LLC (“Consultant,” “we,” “us”). By accessing the website, purchasing, downloading, or using any deliverables, you (“Client,” “you”) accept these Terms. If you act on behalf of an entity, you represent that you have authority to bind that entity.

1. Definitions

  • “Digital Products”: Downloadable files and packaged deliverables (including DOCX, XLSX, PDFs if applicable, templates, toolkits, execution packs, frameworks, checklists, and related materials) sold via the website or by invoice.

  • “Services”: Consulting, advisory work, implementation support, audits/mock audits, reviews, coaching, or any professional services.

  • “SOW” (Statement of Work): Any proposal, service page, order confirmation, scope description, or written agreement defining scope, pricing, and deliverables.

  • “Deliverables”: Digital Products and/or outputs produced through Services.

  • “Client Materials”: Data, documents, content, systems access, and inputs provided by Client.

2. Scope of Agreement; Order of Precedence

2.1 These Terms apply to all purchases and use of Digital Products and Services unless superseded by a signed written agreement.
2.2 If there is a conflict, the order of precedence is: (1) signed agreement; (2) SOW; (3) these Terms.

3. Services and Deliverables

3.1 The scope, deliverables, timelines, acceptance criteria (if any), and pricing are defined in the applicable SOW.
3.2 Deliverables may include (as applicable): templates, QMS frameworks, procedures/work instructions, records, training materials, gap analyses, implementation plans, and other consulting outputs.
3.3 Any deliverable not explicitly listed in the SOW is out of scope and requires a written change request.

4. Client Responsibilities

4.1 Client will provide timely access to Client Materials, personnel, and systems reasonably required to perform the Services.
4.2 Client is responsible for decisions, implementation, operational use, and regulatory submissions unless explicitly included in the SOW.
4.3 Delays caused by Client may shift timelines and/or incur additional fees.

5. Change Control

5.1 Changes to scope, assumptions, timelines, or deliverables must be agreed in writing (email sufficient) and may change fees and delivery dates.
5.2 Consultant may suspend work until change terms are agreed.

6. Fees, Taxes, and Payment

6.1 Prices and fees are exclusive of VAT/sales tax, withholding taxes, duties, and bank charges unless expressly stated otherwise.
6.2 Payment terms are 50% on acceptance and 50% on delivery unless otherwise stated in the SOW or invoice.
6.3 Late payments may accrue interest at 2% per month or the maximum lawful rate, whichever is lower, calculated from the due date.
6.4 Consultant may suspend access, delivery, or Services for non-payment without liability.
6.5 Client remains responsible for all fees incurred up to suspension or termination.

7. Digital Delivery; Access

7.1 Digital Products are delivered via download link, email delivery, customer portal, or other electronic means.
7.2 Risk of loss transfers on delivery (successful electronic provision).
7.3 Client must maintain adequate IT security and backups for received Digital Products.

8. Refunds and Returns (Digital Products and Services)

8.1 Digital Products are not returnable after delivery/access, except where required by applicable law or as expressly stated in this section.
8.2 Refunds may be granted only for: (a) non-delivery; (b) corrupted/defective files not remediated by replacement; (c) wrong item delivered; (d) duplicate purchase.
8.3 For Services, refunds are not provided for work already performed. If a milestone is disputed, the parties will follow Section 16 (Dispute Resolution).
8.4 All refund requests must be submitted in writing to Section 20 contact details with order details and supporting information.

9. Confidentiality

9.1 Each party may receive Confidential Information from the other. Confidential Information includes non-public business, technical, commercial, or operational information disclosed in any form.
9.2 Each party will: (a) use Confidential Information only for the purposes of the engagement; (b) restrict disclosure to personnel/contractors with a need to know; (c) protect it using reasonable security measures.
9.3 Exclusions: information that is publicly available without breach, independently developed, lawfully obtained from a third party, or required to be disclosed by law/court order (with notice where lawful).
9.4 Confidentiality obligations survive termination for 3 years, and for trade secrets for as long as they remain trade secrets.

10. Intellectual Property; License

10.1 Consultant Background IP: Consultant retains all rights in its pre-existing templates, methods, tools, frameworks, know-how, and generic materials (including improvements).
10.2 Client License: Upon full payment, Client receives a non-exclusive, non-transferable, internal-use license to use the Deliverables within its organization for its internal compliance and operations.
10.3 Restrictions: Client will not (and will not permit others to):

  • resell, sublicense, distribute, publish, or share Deliverables outside the Client organization;

  • post Deliverables to public repositories, forums, or AI training datasets;

  • remove proprietary notices;

  • create competing products based on Deliverables.
    10.4 Client Materials remain Client’s property. Client grants Consultant a limited license to use Client Materials solely to perform the Services.
    10.5 Feedback: Client may provide suggestions; Consultant may use non-confidential feedback without restriction.

11. Third-Party Materials and Tools

11.1 Deliverables may reference or rely on third-party standards, software, guidance, or tools. Third-party terms apply.
11.2 Consultant is not responsible for third-party availability, changes, or licensing.

12. Compliance and Regulatory Outcomes

12.1 Consultant provides tools and professional support; Client remains responsible for regulatory compliance decisions and implementation unless expressly assumed in the SOW.
12.2 No guarantee is made that use of Deliverables will result in certification, regulatory approval, audit outcomes, or commercial results.

13. Warranties and Disclaimers

13.1 Services are provided on a best-effort professional basis consistent with reasonable industry practice.
13.2 Except as expressly stated, Deliverables and Services are provided “as is” and “as available.”
13.3 To the maximum extent permitted by law, Consultant disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, Consultant is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, data, goodwill, or business interruption.
14.2 Consultant’s total aggregate liability for any claim arising out of or relating to these Terms, Deliverables, or Services is limited to the fees paid by Client to Consultant in the preceding 12 months.
14.3 Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

15. Termination

15.1 Either party may terminate the SOW for material breach if the breach is not cured within 14 days of written notice.
15.2 Upon termination: (a) Client will pay for Services performed and approved expenses incurred up to termination; (b) licenses granted under Section 10 remain subject to full payment; (c) Sections that by nature should survive will survive (including confidentiality, IP, limitations, disputes).
15.3 Consultant may terminate immediately for unlawful use, infringement, or non-payment.

16. Dispute Resolution

16.1 The parties will first attempt good-faith resolution through written notice and senior-level engagement.
16.2 If unresolved after 30 days, disputes may be submitted to mediation, then binding arbitration:

  • South Africa: AFSA rules and seat in Durban, unless otherwise agreed;

  • United States (New York election): AAA rules and seat in New York County, unless otherwise agreed.
    16.3 Either party may seek urgent injunctive relief for IP misuse or confidentiality breaches.

17. Governing Law; Jurisdiction

17.1 These Terms are governed by the laws of the Republic of South Africa, excluding conflict-of-law rules, unless Section 17.2 applies.
17.2 U.S. clients may elect governing law of the State of New York for the applicable engagement if stated in the SOW or invoice.
17.3 Courts: Durban High Court (South Africa) or New York County Supreme Court (USA), as applicable, for proceedings not subject to arbitration or for enforcement.

18. Website Use; Acceptable Use

18.1 You may not: attempt unauthorized access; disrupt service; scrape or harvest data; transmit malware; infringe IP; misrepresent identity; or use the website for unlawful purposes.
18.2 Consultant may restrict access for suspected misuse.

19. Changes to Terms

19.1 Consultant may update these Terms by posting an updated version on the website with a revised effective date.
19.2 Continued use of the website or purchase/use of Deliverables after the effective date constitutes acceptance of the updated Terms for new transactions.

20. Contact

ISO Cloud Consulting LLC
Email: isocloudconsulting@outlook.com

Not legal advice. This document is a commercial template and does not replace jurisdiction-specific legal counsel.