Recital

A. capitaldesk Inc. (“capitaldesk”) specializes in providing on-demand software development, IT consulting, and technical project management services to its clients.
B. The Client has requested that capitaldesk provide specific technical services and deploy personnel to execute a project or augment the Client’s existing team.
C. The services to be provided by capitaldesk to the Client shall be governed by the terms and conditions set forth in this Service Agreement.

It is agreed as follows:

1. Definitions & Interpretation
The definitions and rules for the interpretation of this Service Agreement are set out in Schedule 1.

2. Agreement – Scope and Operation
2.1. The specific details of the services to be provided, including project scope, timelines, and the required skills for capitaldesk personnel, will be defined in one or more Statements of Work (SOW) exchanged between the parties. In the event of a conflict, the SOW shall prevail over this Agreement for that specific project.
2.2. The parties acknowledge that capitaldesk is providing services as an independent contractor. This Agreement does not create a partnership, joint venture, or employer-employee relationship between capitaldesk and the Client.

2.3. capitaldesk shall be responsible for the management, direction, and control of its personnel. The Client will provide project oversight, necessary access to its systems, and define the technical requirements.
2.4. capitaldesk personnel are not authorized to enter into contracts, incur debt, or legally bind the Client without the Client’s explicit prior written consent.

3. Duration
3.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with Clause 12 (Termination) or until all SOWs have been completed.

4. Payment
4.1. The Client agrees to pay capitaldesk the fees as outlined in each applicable Statement of Work and in accordance with the payment terms specified in Schedule 1 (Fee Structure).
4.2. All fees are exclusive of any applicable taxes, levies, or duties. The Client is responsible for paying all such amounts imposed on the services provided, excluding taxes based on capitaldesk’ net income.

5. Limitation of Liability
5.1. To the maximum extent permitted by law, capitaldesk shall not be liable to the Client for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this Agreement.
5.2. capitaldesk  total liability to the Client for all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to capitaldesk during the twelve (12) month period immediately preceding the event giving rise to the liability.

6. Client’s Indemnity
6.1. The Client agrees to indemnify, defend, and hold harmless capitaldesk and its personnel from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
a) Any act or omission of the Client, its employees, or agents.
b) The Client’s breach of this Agreement.
c) Any claim that capitaldesk’ use of the Client’s materials, data, or specifications in performance of the services infringes upon a third party’s intellectual property rights.

7. Restriction on Direct Hiring
7.1. The Client agrees not to directly solicit or hire any capitaldesk personnel introduced to the Client during the term of this Agreement.
7.2. If the Client directly hires any capitaldesk personnel who were involved in providing services to the Client, either during the term of this Agreement or within twelve (12) months following its termination, the Client agrees to pay capitaldesk a placement fee equal to 25% of such personnel’s annual gross compensation.
7.3. This restriction extends to the solicitation or hiring of any referrals or candidates introduced by capitaldesk personnel.

8. Intellectual Property
8.1. All deliverables, work product, code, designs, and other materials (“Work Product”) created by capitaldesk specifically for the Client under a paid SOW shall, upon full payment of all applicable fees, be the sole and exclusive property of the Client. capitaldesk hereby assigns all rights, title, and interest in such Work Product to the Client.
8.2. capitaldesk retains the right to use any pre-existing tools, libraries, and methodologies used to create the Work Product.

9. Data Protection and Privacy
9.1. Both parties agree to comply with all applicable data protection and privacy laws. capitaldesk will process any personal data provided by the Client only to the extent necessary to provide the services and in accordance with the Client’s lawful instructions.

10. Confidential Information
10.1. Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than fulfilling its obligations under this Agreement. “Confidential Information” includes all non-public business, technical, and financial information disclosed by one party to the other.

11. Warranties
11.1. capitaldesk warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. The Client’s sole remedy for a breach of this warranty shall be the re-performance of the services.
11.2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND capitaldesk DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Termination
12.1. Either party may terminate this Agreement or any SOW if the other party materially breaches its terms and fails to cure such breach within fifteen (15) business days after receiving written notice thereof.
12.2. Either party may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice to the other party. Termination of an active SOW will be subject to the terms of that SOW.
12.3. Upon termination for any reason:
a) The Client will pay capitaldesk for all services rendered up to the effective date of termination.
b) Each party will promptly return or destroy all Confidential Information of the other party, at the disclosing party’s direction.

13. Acceptance
The Client accepts these terms by any one of the following actions, whichever occurs first:
a) Signing a Statement of Work referencing this Agreement;
b) Making a payment to capitaldesk for services;
c) Providing written or electronic acceptance of these terms.

Schedule 1 – Definitions and Fee Structure

Definitions

• Agreement: Means this Terms of Service document, including all schedules and attachments.

• Client: Means the individual or entity engaging capitaldesk for services.

• Confidential Information: As defined in Clause 10.1.

• Effective Date: Means the date the Client accepts this Agreement as defined in Clause 13.

• Statement of Work (SOW): A document executed by both parties that details the specific project, deliverables, timeline, and fees.

• capitaldesk Personnel: Means employees, contractors, and agents of capitaldesk.

Fee Structure

1. Invoicing: capitaldesk will invoice the Client on a monthly basis for services rendered under an active SOW, unless otherwise agreed in writing.

2. Payment Terms: All invoices are due and payable net thirty (30) days from the invoice date.

3. Payment Methods: Payments can be made via:

   • Electronic Fund Transfer (EFT) / Wire Transfer to capitaldesk’ designated bank account.

   • Corporate Check.

   • Credit Card (may be subject to a processing fee).

4. Late Payment: If any amount is not received by the due date, capitaldesk reserves the right to suspend the services (including access to systems and work stoppage) until all outstanding amounts are paid in full. Interest may accrue on overdue amounts at a rate of 1.5% per month.

5. Expenses: Pre-approved out-of-pocket expenses (e.g., travel, software licenses) incurred by capitaldesk on behalf of the Client will be invoiced at cost.