Effective Date: 01 June 2025

These Standard Terms and Conditions (“Terms”) apply to all consulting or professional services engagements where Helmwise, LLC (“Helmwise”) provides services to a client (“Client”) under a written proposal accepted by Client, where the total project fees do not exceed $10,000. These Terms are incorporated by reference into any such accepted proposal and, together with that proposal, constitute the entire agreement between the parties (the “Agreement”).

1. Services. Helmwise will perform the services described in the proposal (“Services”) for the agreed fees. The proposal may include deliverables or outcomes depending on project scope.
2. Independent Contractor. Helmwise is an independent contractor and not an employee, agent, or partner of Client.
3. Payment. Client agrees to pay all amounts due under the proposal within fifteen (15) days of invoice. Late payments may incur a fee of 1.5% per month on any overdue balance.
4. Confidentiality. Each party agrees to keep the other’s confidential information private and not to disclose it to third parties, except as required to perform the services or by law. Confidential Information does not include information that is publicly known or rightfully received by a third party.
5. Ownership of Work. Upon full payment, Client will own any deliverables specifically created and delivered under the proposal (“Work Product”). Helmwise retains ownership of its background tools, templates, and know-how and grants Client a limited license to use any such elements included in the Work Product.
6. Limitation of Liability. Helmwise shall not be liable for any indirect, incidental, or consequential damages. Helmwise’s total liability is limited to the fees paid under the applicable proposal.
7. Termination. Either party may terminate the engagement at any time by written notice. Client will pay for all Services performed through the termination date.
8. Governing Law. This Agreement is governed by the laws of North Carolina. Any disputes shall first be subject to good faith discussions between the parties and, if unresolved, submitted to mediation.
9. Use Limitation. These Terms apply only to engagements where the total fees do not exceed $10,000. If the scope or total fees expand, a separate written agreement may be required.