Terms of Service

1. Agreement and acceptance

By accessing the website, creating or using a portal account, submitting an enquiry, accepting a proposal, signing a statement of work, or paying an invoice, you accept these Terms. If you act on behalf of an organization, you represent that you are authorized to bind that organization, and “you” and “Client” refer to that organization.

If you do not agree with these Terms, do not use the website or our services. Nothing in these Terms obliges either party to enter into any engagement; engagements begin only when an Order (defined below) is executed or accepted.

2. Definitions

• “Order” means any proposal, quotation, statement of work (“SOW”), order form, subscription plan or purchase order accepted in writing (including by email or electronic signature) or by payment.
• “Services” means the consulting, implementation, software development, web design, hosting, managed IT, support, data, AI, healthcare revenue cycle and other services described in an Order.
• “Deliverables” means the work product specifically identified as a deliverable in an Order.
• “Client Data” means data, content and records provided by or on behalf of the Client, or processed by us for the Client, in performing the Services, including Personal Data and Protected Health Information.
• “Personal Data” means information relating to an identified or identifiable natural person, as defined by applicable data protection law.
• “Protected Health Information” or “PHI” has the meaning given in the U.S. Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, and their implementing regulations (together, “HIPAA”).
• “Background IP” means intellectual property owned or licensed by a party before an Order or developed independently of it, including our methodologies, frameworks, templates, reusable code, accelerators, tools and know-how.

3. Order of precedence

These Terms form the master terms for every engagement. Where documents conflict, the following order applies, from highest to lowest: (a) a Business Associate Agreement (“BAA”), to the extent it governs PHI; (b) a Data Processing Addendum (“DPA”), to the extent it governs Personal Data; (c) a signed master services agreement, if any; (d) the applicable Order, solely for that Order; (e) these Terms; and (f) our published policies. Pre-printed terms on a Client purchase order or vendor portal do not apply, even if accepted electronically, unless we expressly agree to them in a signed writing.

4. Eligibility and business use

Our website and Services are intended for businesses, professionals and institutions. You must be at least 18 years old and able to form a binding contract. The website is not directed to children, and we do not knowingly collect information from anyone under 16. Our Services are provided for business purposes, and consumer protection laws apply only where they cannot lawfully be excluded.

5. Accounts and portals

Client, billing, helpdesk, ERP and employee portals may require credentials. You are responsible for keeping credentials confidential, enabling multi-factor authentication where offered, promptly removing access for departing users, and all activity under your accounts. Notify us immediately at support@consultifyit.com if you suspect unauthorized access.

Some portals are operated by us on behalf of a Client. In that case the Client controls who may access the portal and what data it contains, and the Client's own policies also apply to its users.

6. Acceptable use

You agree not to, and not to permit anyone else to:

• access systems, accounts or data you are not authorized to access, or probe, scan or test the vulnerability of any system without our prior written authorization;
• interfere with or disrupt the integrity, availability or performance of the website, portals or hosted environments, including by denial-of-service, flooding or resource abuse;
• scrape, crawl or harvest content or data by automated means, except search-engine indexing that follows our robots.txt;
• submit false, misleading or unlawful information through forms, chat or portals, or impersonate any person or organization;
• upload malware, or content that is unlawful, infringing, defamatory, obscene or harmful;
• reverse engineer, decompile or attempt to extract source code from software we host or license, except to the extent applicable law expressly permits;
• use our website, Services or Deliverables to violate any law, including data protection, health privacy, export control, sanctions or anti-spam laws;
• send PHI or payment card data through the website contact form or assistant. Use only the secure channels agreed in your Order.

We may investigate suspected violations, preserve evidence, cooperate with authorities and suspend access to protect our systems, our clients and the public.

7. AI features and website content

Our website may include an AI assistant and other automated features. Responses are generated automatically, may be incomplete or inaccurate, and are not professional, legal, tax, medical, coding or financial advice. Commercial terms are binding only when stated in an Order. Do not share confidential, health or payment information with the assistant.

Website content, articles, pricing guides and examples are provided for general information. Published prices are indicative starting points; the price for an engagement is the price stated in your Order. Links to third-party websites and services are provided for convenience; we do not control and are not responsible for them.

8. Engagements and statements of work

Each engagement is defined by an Order describing scope, Deliverables, assumptions, milestones, fees and, where relevant, service levels. Each Order incorporates these Terms. Work outside the documented scope is not included unless added through change control. Estimates of timelines and effort are good-faith estimates based on the information available when the Order is prepared.

We perform the Services as an independent contractor. We determine the method, means and location of performance, subject to the security, data residency and access requirements stated in the Order.

9. Client responsibilities

Timely delivery depends on the Client. Unless the Order states otherwise, the Client will:

• appoint a project sponsor and point of contact with authority to make decisions and approve Deliverables;
• provide timely access to people, information, systems, credentials, environments and third-party vendors;
• ensure Client Data is accurate and complete, and that it has all rights, notices and consents needed for us to process it;
• maintain its own licenses for third-party software, platforms and cloud accounts used in the engagement;
• keep its own backups of data it supplies, except where backups are expressly part of a managed service; and
• remain responsible for its business decisions, regulatory filings and the use it makes of the Deliverables.

If a Client delay, dependency or inaccurate assumption affects the schedule or effort, we will notify the Client and the timeline and fees will be adjusted equitably through change control.

10. Change control

Either party may request a change to scope, schedule or approach. We will describe the impact on fees, timeline and risk in a written change request. Changes take effect only when both parties approve them in writing, including by email from the authorized contacts.

11. Acceptance of deliverables

Unless an Order sets different criteria, the Client will review each Deliverable within ten (10) business days of delivery and either accept it or provide a written description of material non-conformities with the agreed specification. We will correct confirmed non-conformities and resubmit. A Deliverable is deemed accepted on the earlier of written acceptance, expiry of the review period without a written rejection, or use of the Deliverable in production or for business purposes.

12. Fees, invoicing and taxes

• Fees. Fees are stated in the Order and may be fixed, milestone-based, time-and-materials, per-transaction, a percentage of collections, or recurring subscription fees. Recurring fees are billed in advance; time-and-materials fees are billed monthly in arrears unless stated otherwise.
• Payment. Invoices are due within fifteen (15) days of the invoice date unless the Order states otherwise, in the invoiced currency and by a method listed on our payments page. Advance or mobilization payments are non-refundable once work has been scheduled, except as required by law.
• Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and we may recover reasonable collection costs. If an undisputed amount is more than fifteen (15) days overdue, we may suspend Services after giving written notice.
• Disputes. The Client must notify us in writing of any good-faith invoice dispute within ten (10) days of the invoice date and pay the undisputed portion when due.
• Taxes. Fees exclude taxes. The Client pays all applicable sales, use, goods and services, value-added, withholding and similar taxes, other than taxes on our net income. If withholding is required by law, the Client will gross up the payment or provide official receipts so we can claim the credit.
• Expenses. Pre-approved travel and out-of-pocket expenses are reimbursed at cost.
• Price changes. Recurring fees may be adjusted on renewal, or on thirty (30) days' notice for month-to-month plans, including to reflect changes in third-party infrastructure or licensing costs.

13. Hosted and managed services

Where we host applications, websites or infrastructure, or provide managed IT or support, the service description, support hours, response targets and any availability commitment are those stated in the Order. Service credits, where offered, are the Client's sole and exclusive remedy for failure to meet a service level. Service levels exclude scheduled maintenance, emergency security patching, Client-caused incidents, third-party platform outages and force majeure events.

Backups, disaster recovery and retention follow the plan purchased. On termination, we will make Client Data available for export for thirty (30) days in a standard format, provided all fees are paid. After that period we may delete Client Data in accordance with our retention schedule and applicable law, unless a longer period is agreed in writing or required by law.

14. Personnel and subcontractors

We assign qualified personnel and may replace personnel with equally qualified people at our discretion. All personnel with access to Client Data are bound by written confidentiality obligations, receive security and privacy training, and are subject to background verification where permitted by law.

We may perform Services from our delivery centers and may use vetted subcontractors and sub-processors, in each case under written terms at least as protective as these Terms. We remain responsible for their performance. Where an Order, DPA or BAA restricts offshore access or requires prior approval of subcontractors, we will comply with that restriction.

15. Non-solicitation

During an engagement and for twelve (12) months after it ends, the Client will not directly or indirectly solicit for employment or engagement any of our personnel who performed the Services, without our prior written consent. General job advertisements not targeted at our personnel are not solicitation. If the Client hires such a person in breach of this section, the Client will pay us, as a reasonable pre-estimate of loss and not as a penalty, a placement fee equal to fifty percent (50%) of that person's first-year gross annual compensation.

16. Confidentiality

Each party will protect the other's non-public business, technical, financial and personal information (“Confidential Information”) with at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel, advisors and subcontractors who need to know it and are bound by equivalent obligations.

Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is received from a third party without restriction. A party may disclose Confidential Information when required by law or court order, after giving prompt notice where lawful. These obligations last for five (5) years after the engagement ends, and indefinitely for trade secrets, Personal Data and PHI. On request, each party will return or destroy the other's Confidential Information, subject to legal retention requirements and routine backups, which remain protected.

17. Data protection and security

When we process Personal Data on a Client's behalf, we act as its processor or service provider and process that data only on the Client's documented instructions. Our Data Processing & BAA Terms are incorporated into every Order involving Personal Data and cover the GDPR, UK GDPR, the India Digital Personal Data Protection Act 2023, U.S. state privacy laws and other applicable laws, including international transfer mechanisms.

We maintain administrative, physical and technical safeguards appropriate to the nature of the data, described on our Security & Compliance page. These include role-based least-privilege access, multi-factor authentication, encryption in transit and at rest, logging and monitoring, secure development practices, and incident response. We will notify the Client without undue delay, and in any event within the period required by law or the applicable DPA or BAA, after becoming aware of a security incident affecting its data.

Our handling of personal information collected through the website is described in our Privacy Policy.

18. Healthcare and regulated engagements

For engagements involving PHI, including medical coding, medical billing, revenue cycle management, eligibility verification, prior authorization, accounts receivable follow-up, denial management, credentialing support or healthcare software, the following additional terms apply:

• Business Associate Agreement. We will not create, receive, maintain or transmit PHI until a BAA is in place with the covered entity or upstream business associate. The BAA controls in the event of any conflict regarding PHI.
• Minimum necessary. The Client will disclose only the minimum PHI necessary, through the secure systems specified in the Order, and will not send PHI by unencrypted email or through the website.
• Documentation and clinical judgment. Codes are assigned from the clinical documentation provided, following ICD-10-CM, ICD-10-PCS, CPT, HCPCS Level II and applicable payer and CMS guidance in effect on the date of service. We do not provide medical advice or make clinical determinations. The rendering provider remains responsible for the accuracy and completeness of documentation, and we will query the provider where documentation is ambiguous or incomplete rather than assume facts.
• Claims responsibility. The Client, as the billing provider, retains final responsibility for every claim submitted under its provider identifiers, for its fee schedules and payer contracts, and for refunding overpayments. We do not guarantee reimbursement amounts, payment timelines, denial rates or audit outcomes, which depend on payers, documentation and factors outside our control.
• Integrity. We will not knowingly upcode, unbundle, submit false or fraudulent claims, or follow any instruction we reasonably believe would violate the federal False Claims Act, the Anti-Kickback Statute, the Stark Law or equivalent laws. We may decline or suspend work that we reasonably believe is non-compliant, without liability.
• Exclusion screening. Each party represents that neither it nor any of its personnel performing the Services is excluded from participation in any U.S. federal healthcare program, and will promptly notify the other party if that changes.
• Audit support. We will reasonably cooperate with payer audits, Recovery Audit Contractor reviews and compliance reviews relating to our work, at the rates in the Order where cooperation goes beyond our standard quality reporting.
• Other regulated data. If an engagement involves payment card data, student records, financial account data or other regulated categories, the Order will identify the applicable regime (such as PCI DSS, FERPA or GLBA) and the related responsibilities of each party.

19. Intellectual property

• Client materials. The Client retains all rights in Client Data and materials it provides, and grants us a limited license to use them solely to perform the Services.
• Deliverables. On full payment of all fees due under the applicable Order, we assign to the Client all rights in Deliverables created specifically and exclusively for the Client under that Order, excluding Background IP and third-party materials.
• Background IP. We retain all rights in our Background IP. To the extent Background IP is incorporated into a Deliverable, we grant the Client a perpetual, non-exclusive, non-transferable (except with the Deliverable), royalty-free license to use it as part of that Deliverable for its internal business purposes.
• Third-party and open-source components. Third-party software, platforms, themes, fonts, stock media and open-source components (including ERPNext and the Frappe Framework) are licensed under their own terms, which the Client agrees to follow.
• Residual knowledge. Nothing prevents either party from using general skills, ideas and know-how retained in unaided memory, provided it does not disclose the other party's Confidential Information or infringe its intellectual property.
• Website content. The website, our brand, logos and content are owned by us or our licensors. You may view and print pages for your internal business use; any other copying, modification or redistribution requires our prior written permission.
• Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation.

20. Warranties and disclaimers

We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, using appropriately skilled personnel. The Client must notify us of any breach of this warranty within thirty (30) days after the relevant Services are performed or the Deliverable is delivered. Our sole obligation, and the Client's exclusive remedy, is for us to re-perform the non-conforming Services or, if we cannot do so within a reasonable time, to refund the fees paid for those Services.

Except as expressly stated in an Order, the website, portals, AI features, Services and Deliverables are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant specific business results, search rankings, traffic, revenue, reimbursement or regulatory outcomes.

21. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or anticipated savings, however caused and even if advised of the possibility; and (b) each party's total aggregate liability arising out of or relating to these Terms and all Orders will not exceed the fees paid and payable by the Client to us under the Order giving rise to the claim in the twelve (12) months before the event giving rise to liability. Where a claim arises from use of the website alone, without an Order, our total liability will not exceed one hundred U.S. dollars (US$100).

These limitations do not apply to: the Client's obligation to pay fees; a party's indemnification obligations for third-party intellectual property claims; a party's fraud, gross negligence or wilful misconduct; or liability that cannot be limited under applicable law. Any separately negotiated liability cap for data protection or PHI incidents stated in a DPA, BAA or Order applies in place of clause (b) for those incidents. The parties agree these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain.

22. Indemnification

• By us. We will defend the Client against any third-party claim alleging that a Deliverable, as delivered by us, infringes that third party's intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Client materials, third-party or open-source components, modifications not made by us, combinations with items we did not supply, or use in breach of these Terms. If a Deliverable is or may become subject to such a claim, we may procure the right to continue using it, modify it to be non-infringing, or refund the fees paid for it.
• By the Client. The Client will defend us and our personnel against third-party claims arising from Client Data or materials (including a lack of required rights, notices or consents), the Client's use of the Services or Deliverables in violation of law or these Terms, or claims submitted to payers under the Client's provider identifiers that do not result from our breach.
• Procedure. The indemnified party will give prompt written notice, reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement, provided that no settlement may impose obligations on the indemnified party without its consent.

23. Term, suspension and termination

• These Terms apply for as long as you use the website or any Order remains in effect.
• Either party may terminate an Order for material breach that remains uncured thirty (30) days after written notice describing the breach (ten (10) days for non-payment).
• Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation or similar proceedings.
• Unless an Order states otherwise, the Client may terminate an Order for convenience on thirty (30) days' written notice, and will pay for Services performed and non-cancellable commitments incurred up to the termination date, plus any early-termination fee stated in the Order. Fixed-term subscriptions remain payable for the committed term.
• We may suspend Services immediately where reasonably necessary to prevent a security threat, unlawful activity or harm to our systems or other clients, and will restore them promptly once the cause is resolved.
• On termination, the Client will pay all amounts due; each party will return or destroy the other's Confidential Information; and, at the Client's request and at our then-current rates, we will provide reasonable transition assistance. Sections that by their nature should survive termination will survive, including those on fees, confidentiality, data protection, intellectual property, warranties, liability, indemnification and disputes.

24. Force majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes not involving the affected party's own personnel, failures of public utilities, internet or telecommunications networks, or outages of third-party cloud providers. The affected party will notify the other promptly and use reasonable efforts to mitigate, including through business continuity measures. If the event continues for more than sixty (60) days, either party may terminate the affected Order on written notice.

25. Compliance with laws

• Anti-corruption. Each party will comply with applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and India's Prevention of Corruption Act 1988, and will not offer or accept improper payments or advantages.
• Export controls and sanctions. Each party will comply with applicable export control and economic sanctions laws, including those of the United States, the United Kingdom, the European Union and India. The Client will not use the Services for, or provide us access to data relating to, any sanctioned person, country or prohibited end use.
• Modern slavery and ethical labor. We do not tolerate forced, bonded or child labor or human trafficking in our operations or supply chain, and we expect the same of our subcontractors.
• Communications. Marketing communications we send comply with applicable anti-spam and electronic marketing laws, and every marketing email includes a way to opt out.

26. Publicity and references

Unless the Client opts out in writing or an Order states otherwise, we may identify the Client by name and logo as a client, and describe the general nature of the Services, in client lists and proposals. We will not publish case studies, testimonials or details of the Client's data, systems or results without the Client's prior written approval, and we will never disclose PHI or Personal Data for publicity.

27. Governing law and disputes

These Terms and any non-contractual obligations arising from them are governed by the laws of India, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. A signed master services agreement or Order may specify a different governing law and forum for that engagement (for example, the laws of a U.S. state or of England and Wales), and that choice will then govern the engagement.

The parties will first try to resolve any dispute through good-faith negotiation between senior executives for thirty (30) days after written notice of the dispute. Any dispute not resolved in that time will be finally resolved by binding arbitration under the Arbitration and Conciliation Act 1996 (India) by a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration will be Hyderabad, Telangana, India, the language will be English, and hearings may be conducted by video conference. The award is final and enforceable in any court of competent jurisdiction, including under the New York Convention.

Subject to arbitration, the courts at Hyderabad, Telangana have exclusive jurisdiction. Either party may nonetheless seek urgent injunctive or interim relief from any court of competent jurisdiction to protect its Confidential Information, Personal Data, PHI or intellectual property, or to collect undisputed fees. Claims must be brought within two (2) years after the cause of action arises, except where law requires a longer period. Nothing in this section limits non-waivable rights under the mandatory law of your country of residence.

28. Notices and electronic communications

Legal notices to us must be sent by email to contact@consultifyit.com with the subject line “Legal notice”, and are effective on confirmation of receipt. We may send notices to the email address associated with your account or Order. You consent to receiving communications, Orders, invoices and agreements electronically, and agree that electronic signatures and email acceptance are legally binding to the extent permitted by law, including under the U.S. ESIGN Act, the UK Electronic Communications Act 2000 and India's Information Technology Act 2000.

29. General provisions

• Entire agreement. These Terms, together with the applicable Orders, DPA and BAA, are the entire agreement between the parties on their subject matter and supersede prior proposals and discussions.
• Assignment. Neither party may assign these Terms or an Order without the other's prior written consent, except that either party may assign to an affiliate or to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, on written notice.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship, unless a separate written partnership agreement expressly says so.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. A failure to enforce a provision is not a waiver.
• Third-party rights. No one other than the parties has rights under these Terms, except indemnified persons as stated above.
• Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails.
• Headings. Headings are for convenience only. “Including” means “including without limitation”.

30. Changes to these Terms

We may update these Terms from time to time. The updated version is effective when posted, as shown by the effective date above. Changes do not apply retroactively and do not alter an Order already in effect unless both parties agree in writing; for active engagements, the version in effect when the Order was signed continues to apply to that Order until renewal. Continued use of the website after an update means you accept the updated Terms.

31. Contact

Email: contact@consultifyit.com
Billing: billing@consultifyit.com
Security reports: support@consultifyit.com