NAXOS CONSULTANTS LLC — Professional Services Agreement
Questions about these policies? Contact us at [email protected]
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NAXOS CONSULTANTS LLC, a Florida limited liability company with its principal place of business at 5370 Las Verdes Circle, Apt 314, Delray Beach, FL 33484 ("NAXOS," "we," "us," or "our"). By engaging our services, accessing our website at naxos.help, or executing a Statement of Work referencing these Terms, you agree to be bound by the following provisions.
NAXOS CONSULTANTS LLC provides professional IT and cybersecurity consulting services to business clients, including but not limited to: cybersecurity audits for booking systems, GDS and API integration security assessments, PCI DSS compliance consulting, infrastructure security reviews, penetration testing, and related advisory services (collectively, "Services"). All Services are provided on a business-to-business (B2B) basis. NAXOS does not provide consumer-facing services.
The specific scope, deliverables, timeline, and fees for each engagement are defined in a written Statement of Work ("SOW") or service order executed by both parties. In the event of any conflict between these Terms and an SOW, the SOW shall control with respect to the specific engagement.
NAXOS commits to the following standard delivery timelines, subject to timely receipt of required access, information, and cooperation from the Client:
Timelines are contingent upon the Client providing timely access to systems, documentation, and personnel as reasonably requested by NAXOS. Delays attributable to the Client will extend delivery timelines on a day-for-day basis.
The Client agrees to:
All fees are as specified in the applicable SOW or service order. Unless otherwise agreed in writing:
NAXOS accepts payment via Stripe (credit/debit cards), ACH bank transfer, and wire transfer. Payment processing is handled by Stripe, Inc., subject to Stripe's own terms of service and privacy policy.
Clients may cancel scheduled consulting sessions with a minimum of twenty-four (24) hours advance written notice for a full refund of fees paid for that session. No refunds are provided once technical audit work, consulting work, or any deliverable preparation has commenced.
For monthly retainer engagements, cancellation requests received at least twenty-four (24) hours before the next billing date will prevent renewal charges. Fees already charged for a billing period in which Services have commenced are non-refundable. See our Refund & Cancellation Policy for complete details.
Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for the purpose of performing or receiving the Services. "Confidential Information" includes, without limitation, security findings, vulnerability reports, system architecture details, business processes, pricing, and any information designated as confidential by the disclosing party.
NAXOS will not disclose Client security findings or system information to any third party without the Client's prior written consent, except as required by applicable law or court order. NAXOS may reference the existence of a client relationship (but not confidential findings) for business development purposes unless the Client requests otherwise in writing.
Upon receipt of full payment, NAXOS grants the Client a non-exclusive, perpetual license to use the deliverables produced under each engagement (reports, documentation, and recommendations) for the Client's internal business purposes.
NAXOS retains all rights to its proprietary methodologies, tools, frameworks, and pre-existing intellectual property. Nothing in these Terms transfers ownership of NAXOS's proprietary assets to the Client. General knowledge, skills, and experience gained by NAXOS personnel during an engagement remain the property of NAXOS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAXOS'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO NAXOS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL NAXOS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF NAXOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Client acknowledges that cybersecurity assessments identify vulnerabilities at a point in time and that new vulnerabilities may emerge after the completion of an engagement. NAXOS does not guarantee that its Services will identify all security vulnerabilities or that implementation of recommendations will prevent all security incidents.
The Client agrees to indemnify, defend, and hold harmless NAXOS and its officers, members, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's unauthorized use of the Services; (c) the Client's violation of any applicable law or third-party rights; or (d) any security incident that occurs after the delivery of NAXOS's recommendations.
In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
Arbitration shall be conducted in Palm Beach County, Florida, or by remote means if mutually agreed. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.
These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Subject to the arbitration provision above, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Palm Beach County, Florida.
NAXOS represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
NAXOS is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between NAXOS and the Client. NAXOS retains the right to determine the manner and means by which the Services are performed, subject to the requirements of the SOW.
NAXOS reserves the right to modify these Terms at any time. Material changes will be communicated via email or posted on our website with at least thirty (30) days' notice. Continued use of our Services after the effective date of any modification constitutes acceptance of the revised Terms.
These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
For questions regarding these Terms, please contact:
NAXOS CONSULTANTS LLC
5370 Las Verdes Circle, Apt 314
Delray Beach, FL 33484
Email: [email protected]
Phone: +1 (561) 668-1470