Welcome to UPTODATE. These Terms and Conditions govern the general framework under which we provide our services. By accessing this website or engaging our services, you agree to be bound by the following terms and conditions.

1. Scope of Services

• The Consultant agrees to provide the professional services (the "Services") as detailed in the specific Statement of Work (SOW) or Proposal/Quotation agreed upon by both parties. Any changes to the scope must be documented in writing and may result in additional fees.

2. Fees and Payment

• Payment Terms: Invoices are due within 15 days of the invoice date.

• Retainers: If a deposit or retainer is required, work will not commence until the funds have cleared.

• Late Payments: Payments not received by the due date may incur a late fee of 1.5% per month on the outstanding balance.

• Expenses: Client shall reimburse the Consultant for reasonable pre-approved travel and out-of-pocket expenses incurred in the performance of the Services.

3. Client Responsibilities

• To ensure the success of the project, the Client agrees to:

• Provide timely access to necessary data, personnel, and resources.

• Review and provide feedback on deliverables within the agreed-upon timeframe.

• Appoint a primary point of contact for all project communications.

4. Intellectual Property

• Deliverables: Upon full payment of all fees, the Consultant grants the Client a non-exclusive, perpetual license to use the final deliverables for their intended business purpose.

• Pre-existing IP: The Consultant retains all rights to any proprietary tools, methodologies, or software used to create the deliverables that existed prior to this Agreement.

5. Confidentiality

• Both parties agree to protect and keep confidential all non-public information shared during the engagement. This obligation survives the termination of this Agreement for a period of , 2 years.

6. Term and Termination

• Termination for Convenience: Either party may terminate this agreement with , 30 days' written notice.

• Termination for Cause: Either party may terminate immediately if the other party breaches a material term of this Agreement and fails to cure such breach within , 10 days.

• Effect of Termination: Client shall pay for all services rendered and expenses incurred up to the date of termination.

7. Limitation of Liability

• Important: To the maximum extent permitted by law, the Consultant’s total liability for any claim arising out of this Agreement shall not exceed the total amount of fees paid by the Client to the Consultant under the applicable SOW.

8. Warranties and Disclaimers

• The Consultant warrants that Services will be performed in a professional and workmanlike manner. However, the Consultant does not guarantee specific business outcomes or financial results, as these often depend on factors outside the Consultant's control.

9. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of Curaçao, without regard to its conflict of law principles.

10. Contact Information

• If you have any questions regarding these Terms, please feel free to contact us.

Note: For customers with which we sign a contract there may be some articles that deviate from our general Service Terms and Conditions.

Last Updated: May 2026