Terms of Services

Acceptance of Terms

By accessing or using VeritOps services, you ("Client," "you," or "your") agree to be bound by these Terms of Service and our Privacy Policy. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. These Terms govern your use of VeritOps services generally. Specific engagements may be subject to additional terms in a signed Statement of Work ("SOW"). In the event of conflict, the signed SOW controls for matters within its scope.

Our Services

VeritOps provides operational consulting services including: operational assessments and analysis; process improvement implementation; fractional operations leadership; technology implementation support; and strategic operational guidance. The specific scope, deliverables, timeline, and fees for each engagement will be defined in a Statement of Work mutually agreed upon prior to commencement.

Client Representations and Responsibilities

You represent and warrant that: you have legal authority to enter into this Agreement and bind your organization; all information you provide is accurate and complete; granting us system access does not violate any third-party agreements; and your use of our services will comply with applicable laws.

You agree to: provide accurate information about your business; grant necessary access to systems, data, and personnel; designate a primary contact with decision-making authority; provide timely feedback and approvals; maintain confidentiality of our proprietary methodologies; and pay agreed-upon fees according to payment terms.

Service Limitations and Disclaimers

Our services do not include: legal, tax, accounting, or investment advice; guaranteed specific financial outcomes; management authority over your employees (unless contracted for fractional leadership); or software licenses and third-party service costs.

Fractional Leadership Services: When VeritOps provides fractional or interim leadership services, our personnel may make operational decisions within the scope of authority granted by you. You retain ultimate governance authority and responsibility for business outcomes. Fractional engagements will include a Statement of Work defining decision-making scope, reporting relationships, and limitations on commitments our personnel may make on your behalf.

Warranty Disclaimer

SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that services will meet specific requirements, be uninterrupted or error-free, or achieve particular results. Recommendations are based on available information and professional judgment. Ultimate business decisions and outcomes remain your responsibility.

Insurance

VeritOps maintains the following insurance coverage: Professional Liability (Errors & Omissions) insurance with limits of $1,000,000 per claim and $1,000,000 aggregate; Commercial General Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate; and Cyber Liability insurance with limits of $250,000 per claim and $250,000 aggregate. All policies are underwritten by Hiscox Insurance Company Inc. Upon request, we will provide a certificate of insurance evidencing current coverage.

Independent Contractor Status

VeritOps is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. VeritOps personnel are not your employees and are not entitled to employee benefits. VeritOps is responsible for compensation, benefits, taxes, and insurance for its personnel.

Data Access and Security

When services require access to your systems: we will access only systems and data necessary for contracted services; credentials will be used solely for authorized purposes; we will comply with your reasonable security policies provided in writing; upon engagement completion, we will return or destroy access credentials; and we will notify you promptly of any suspected security incidents.

We handle your data in accordance with our Privacy Policy, maintain appropriate security measures, use data solely for service delivery, and return or destroy data upon engagement completion except as required for legitimate business records.

VeritOps retains engagement records in accordance with our Privacy Policy and applicable legal requirements.

Payment Terms

Fees are as set forth in the applicable SOW. Unless otherwise specified, invoices are due within thirty (30) days. Overdue amounts accrue interest at 1.5% per month or the maximum legal rate. Expenses require pre-approval unless specified in the SOW. If you dispute an invoice, notify us in writing within fifteen (15) days specifying the disputed amount and basis. Undisputed portions remain due.

Deliverables and Acceptance

Specific deliverables will be defined in the applicable SOW. Upon delivery, you have ten (10) business days to review and provide written notice of material deficiencies. Deliverables are deemed accepted upon: written acceptance; expiration of the review period without notice of deficiency; or use of the deliverable in your operations. If you provide timely notice of material deficiencies, we will use reasonable efforts to correct them at no additional charge.

Change Orders

Changes to scope, deliverables, timeline, or fees must be documented in a written change order signed by both parties. Either party may propose changes in writing. VeritOps will respond within five (5) business days with any impact on timeline or fees. Work on changed scope will not commence until the change order is signed. Additional work outside original scope will be billed at rates in the original SOW or current standard rates.

Intellectual Property

VeritOps retains rights to: proprietary methodologies, frameworks, and processes; tools and templates developed independently; and general knowledge and experience gained through services.

You retain rights to: your pre-existing intellectual property and data; customized implementations specific to your business; and results achieved through implementation.

You grant VeritOps a limited license during the engagement to access your systems and materials as necessary for services. VeritOps grants you a perpetual, non-exclusive, non-transferable license to use tools and templates delivered as part of an engagement for internal business purposes.

Confidentiality

"Confidential Information" means non-public information disclosed by either party, including: business plans and financial information; customer lists and pricing; technical data and trade secrets; operational processes and performance metrics; and information marked confidential.

Each party agrees to: hold Confidential Information in strict confidence; use it solely for purposes related to this Agreement; not disclose to third parties without consent, except to employees and contractors with a need to know; and protect it with at least reasonable care.

Confidential Information excludes information that: becomes publicly available through no fault of the recipient; was in the recipient's possession prior to disclosure; is obtained from a third party without breach; or is independently developed without use of the Confidential Information.

Confidentiality obligations survive termination for five (5) years, except for trade secrets, which are protected as long as they remain trade secrets under applicable law.

Non-Solicitation

During the engagement term and for twelve (12) months following, neither party shall directly solicit for employment any employee or contractor of the other party materially involved in services. This does not restrict hiring individuals who respond to general public job postings or initiate contact independently.

Subcontracting

VeritOps may engage qualified subcontractors to assist in service delivery, provided that: subcontractors are bound by confidentiality obligations at least as protective as this Agreement; VeritOps remains responsible for subcontractor performance; and for engagements involving sensitive systems or data, we will notify you in advance and obtain approval, which shall not be unreasonably withheld.

Indemnification

You agree to indemnify VeritOps from claims arising from: your breach of this Agreement; misuse of services or recommendations; violation of applicable law; infringement of third-party rights; disputes with your employees, customers, or vendors arising from implementation; or inaccurate information you provided.

VeritOps agrees to indemnify you from claims arising from: our gross negligence or willful misconduct; our infringement of third-party IP rights in deliverables; or our violation of applicable law.

The indemnified party shall provide prompt notice and grant the indemnifying party control of defense and settlement.

Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THEORY OF LIABILITY.

VERITOPS' TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations do not apply to: breaches of confidentiality; indemnification obligations; your payment obligations; gross negligence or willful misconduct; or claims covered by insurance.

Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including: acts of God or natural disasters; pandemic or epidemic; war, terrorism, or civil unrest; government actions or orders; utility or telecommunications failures; or cyberattacks. The affected party shall provide prompt notice and use reasonable efforts to mitigate impact. If a Force Majeure Event continues more than sixty (60) days, either party may terminate without penalty.

Termination

Either party may terminate for convenience upon thirty (30) days written notice. Either party may terminate immediately if the other: materially breaches and fails to cure within fifteen (15) days of notice; becomes insolvent or files for bankruptcy; or ceases business operations.

Upon termination: you pay fees for services rendered through termination; we deliver completed work product; each party returns or destroys the other's Confidential Information; and licenses terminate except as stated to survive.

Survival

The following survive termination: Intellectual Property (ownership); Confidentiality (for five years); Non-Solicitation (for stated duration); Indemnification (for claims arising during the term); Limitation of Liability; and Dispute Resolution.

Dispute Resolution

Disputes shall be resolved through: good faith negotiations for at least thirty (30) days; if unsuccessful, non-binding mediation in Arlington Heights, Illinois; if mediation fails within sixty (60) days, binding arbitration under AAA Commercial Rules in Cook County, Illinois. Either party may seek injunctive relief to protect IP or Confidential Information without exhausting these procedures. Governing law is Illinois law.

Notice

Notices are effective when: delivered personally; sent by confirmed email; sent by overnight courier; or three (3) business days after certified mail.

To VeritOps: 1630 South Princeton Ave, Mailbox 410, Arlington Heights, IL 60005, or legal@veritops.com.

To Client: address or email in the applicable SOW or most recent written notice.

General Provisions

Severability: Invalid provisions shall be modified to minimum extent necessary while preserving intent; remaining provisions continue in force.

Entire Agreement: This Agreement, Privacy Policy, and signed SOWs constitute the entire agreement, superseding prior communications.

Assignment: You may not assign without our consent. We may assign to successors through merger or acquisition.

Waiver: Failure to enforce a provision is not a waiver. Waivers must be written.

Amendments: Amendments require written agreement signed by both parties, except we may update these Terms as provided below.

Changes to Terms

We may update these Terms periodically. We will post updates and revise the date. For material changes, we provide thirty (30) days notice. Existing engagements governed by signed SOWs continue under terms in effect when signed. Continued use after changes constitutes acceptance.

Contact Information

VeritOps

Email: legal@veritops.com

Phone: (847) 845-0505

Address: 1630 South Princeton Ave, Mailbox 410, Arlington Heights, IL 60005