Terms and Conditions

Effective Date: June 15, 2026

1. Scope of the General Terms and Conditions

These General Terms and Conditions ("T&C") apply to all consulting services provided by Peak Quality Solutions ("PQS") to the Client, unless otherwise agreed in writing.

Any terms and conditions proposed by the Client shall not apply unless expressly accepted in writing by PQS.

All consulting engagements, proposals, statements of work, addendums, and other agreements shall become binding only when accepted and signed by both parties. Each party shall be bound only to the extent expressly stated in the applicable written agreement.

2. Scope and Performance of Services

The scope of Services shall be defined in the applicable written agreement, statement of work, proposal, addendum, or other mutually accepted contract documents. Any changes to the scope of Services must be agreed to in writing by both parties.

Estimated completion dates are provided for planning purposes only and are not guaranteed unless expressly agreed to in writing.

PQS does not guarantee certification, accreditation, regulatory approval, or specific business outcomes. Final certification or accreditation decisions remain solely with the applicable certification body, accreditation body, customer, or regulatory authority.

PQS reserves the right to determine whether Services will be performed at the Client's facility, remotely, or at another suitable location. When PQS personnel perform Services at the Client's site, they shall remain under the management, supervision, and direction of PQS at all times.

PQS may engage qualified subcontractors or third-party service providers to assist in performing the Services unless expressly prohibited by the applicable written agreement.

The Client agrees to provide timely access to personnel, facilities, information, records, and other resources reasonably necessary for PQS to perform the Services. If the Client's failure to provide such cooperation results in additional time, effort, or expense, the Client shall reimburse PQS for all reasonable additional costs incurred.

Any agreed project schedule or completion date shall be extended by the amount of time reasonably necessary to overcome and recover from delays caused by the Client. Such delays shall not constitute a breach of contract by PQS.

3. Client Responsibilities and Cooperation

The Client is responsible for providing all documents, records, information, and access reasonably necessary for PQS to perform and complete the Services in a timely manner. Such information shall be provided proactively and without the need for a specific request from PQS.

The Client shall promptly notify PQS of any events, changes, circumstances, or other matters that may affect the performance, scope, schedule, or successful completion of the Services.

4. Intellectual Property 

Unless otherwise agreed in writing, PQS retains all ownership rights, copyrights, and other intellectual property rights in all materials developed, created, or provided by PQS in connection with the Services, including but not limited to methodologies, templates, presentations, training materials, reports, procedures, forms, and related documentation.

The Client is granted a non-exclusive, non-transferable license to use such materials solely for its internal business purposes. The Client shall not reproduce, distribute, modify, or disclose PQS proprietary materials to third parties without PQS's prior written consent.

Client-specific documents and deliverables prepared exclusively for the Client shall be governed by the applicable written service agreement.

5. Insurance, Liability, and Indemnification

PQS represents that it maintains commercially reasonable insurance coverage as required by applicable law.

When Services are performed at the Client's facility on an ongoing basis, the Client shall maintain general liability insurance and, upon request, provide PQS with a Certificate of Insurance evidencing such coverage.

PQS will perform its Services in a professional and workmanlike manner and in accordance with the specifications agreed upon in the applicable service agreement.

The Client remains solely responsible for the accuracy, completeness, and timeliness of all information, records, and data provided to PQS. The Client shall be responsible for any taxes, penalties, interest, fines, or governmental assessments resulting from inaccurate, incomplete, or untimely information provided by the Client.

To the maximum extent permitted by law, PQS disclaims all warranties not expressly stated in the applicable written agreement.

To the fullest extent permitted by law, PQS shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to lost profits, lost revenue, business interruption, loss of data, or loss of business opportunities arising out of or relating to the Services.

In no event shall PQS's total aggregate liability exceed the total amount of fees paid by the Client to PQS under the applicable service agreement during the twelve (12) months preceding the event giving rise to the claim.

Each party shall be responsible for the acts and omissions of its employees, contractors, agents, and subcontractors and shall indemnify, defend, and hold harmless the other party from any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from its negligence, willful misconduct, or breach of this Agreement.

Each party agrees to maintain a safe working environment and to take reasonable precautions to prevent injury to persons or damage to property during the performance of Services.

6. Confidentiality and Data Protection

Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party in connection with the Services, including but not limited to business processes, designs, specifications, procedures, pricing, technical information, customer information, and proprietary materials.

Confidential information shall not be disclosed to any third party without prior written consent, except as required by law or as reasonably necessary to perform the Services.

Each party shall use confidential information solely for purposes related to the performance of the Services and shall implement reasonable safeguards to protect such information from unauthorized access or disclosure.

These confidentiality obligations shall survive the termination of this Agreement.

7. Fees and payment

Fees, expenses, and reimbursement terms shall be specified in the applicable service agreement, proposal, or statement of work.

Unless otherwise agreed in writing, payment terms are Net 15 days from the invoice date.

If the Client cancels or delays Services after a contract has been executed, PQS shall be entitled to payment for Services already performed and for any non-recoverable expenses incurred.

If Services cannot be completed due to circumstances substantially caused by PQS, PQS shall only be entitled to compensation for Services satisfactorily performed up to the date of termination.

Any dispute regarding Services rendered shall not entitle the Client to withhold undisputed amounts owed to PQS.

If payment is not received by the due date, PQS reserves the right to suspend Services or terminate the Agreement upon written notice and pursue all available legal remedies.

The Client shall be responsible for all reasonable costs incurred in collecting overdue balances, including attorneys' fees and collection costs where permitted by law.

8. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over Park County, Colorado, for the resolution of any dispute arising out of or relating to these Terms and Conditions or the Services provided by PQS.

9. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from causes beyond its reasonable control, including but not limited to natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, internet outages, epidemics, pandemics, or other force majeure events.

The affected party shall promptly notify the other party of the event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. Any obligations not affected by the force majeure event shall remain in full force and effect during the period of suspension.

10. Termination

Either party may terminate a service agreement upon thirty (30) days' written notice to the other party unless otherwise specified in the applicable written agreement.

PQS may immediately suspend or terminate Services upon written notice if the Client fails to make timely payments, materially breaches these Terms and Conditions, or fails to provide the cooperation necessary for PQS to perform the Services.

Upon termination, the Client shall remain responsible for payment of all Services performed and all non-cancelable expenses incurred prior to the effective date of termination.

Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, governing law, payment obligations, and any provisions intended to survive termination shall remain in effect following termination of this Agreement.