Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "Client") and S2T Consulting LLC ("S2T," "we," "us," or "our") governing your access to and use of our website, platform, and consulting services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access our website or use our services.

Services Description

S2T Consulting provides the following services:

• Autonomous Transformation Platform (ATP): AI-powered enterprise assessment and discovery services
• Fractional CTO Services: Strategic technology leadership and advisory
• AI Advisory: Guidance on AI implementation and governance
• Consulting Services: Digital transformation, process automation, and infrastructure consulting

ATP Platform Terms

Data Locality

The ATP platform operates on a "methodology-as-a-service" model with data locality. This means:

• Client data remains in the client's environment
• S2T provides assessment frameworks, prompts, and orchestration logic
• Clients are responsible for securing their own infrastructure and data
• S2T does not access or store client credentials or sensitive business data

License Grant

Subject to these Terms and payment of applicable fees, S2T grants you a limited, non-exclusive, non-transferable license to use the ATP platform for your internal business purposes during the subscription term.

Restrictions

You agree not to:

• Sublicense, sell, or redistribute the ATP platform or methodology
• Reverse engineer, decompile, or attempt to derive source code
• Remove or modify any proprietary notices
• Use the platform for any unlawful purpose
• Attempt to circumvent licensing or usage restrictions

Consulting Engagement Terms

Scope of Work

Consulting engagements are governed by a separate Statement of Work (SOW) or engagement letter that defines specific deliverables, timelines, and fees. In case of conflict between these Terms and an SOW, the SOW shall prevail.

Client Responsibilities

Clients agree to:

• Provide timely access to necessary information, systems, and personnel
• Designate a primary point of contact for the engagement
• Review and provide feedback on deliverables within agreed timeframes
• Pay invoices according to the agreed payment terms

Deliverables

Unless otherwise specified in an SOW:

• Deliverables are provided for Client's internal use only
• Client receives a license to use deliverables upon full payment
• S2T retains ownership of methodologies, frameworks, and reusable components

Accelerator Marketplace Terms

License vs. Ownership

Accelerators available through the S2T Marketplace are provided under license, not sale. Customer receives a perpetual, non-exclusive, non-transferable license to use accelerator code for Customer's internal business purposes. This license does not include the right to sublicense, resell, or redistribute accelerators.

AS-IS Code Delivery

ALL ACCELERATOR CODE IS PROVIDED "AS-IS" WITHOUT WARRANTY. S2T's only warranty is that the accelerator functioned in S2T's test environment at time of delivery. Customer assumes all risk for:

• Deployment in Customer's environment
• Integration with Customer's systems
• Security configuration and maintenance
• Compliance with Customer's policies and applicable law

Customer Responsibility

Customer is solely responsible for:

• Reviewing accelerator code before deployment
• Testing in non-production environments prior to production deployment
• Security hardening for Customer's specific environment
• Ongoing updates, maintenance, and patching
• All data processed by deployed accelerators

No Data Access

S2T does not access, host, or process any Customer data through delivered accelerators. Once delivered, accelerators operate entirely within Customer's infrastructure under Customer's control and responsibility. S2T has no visibility into Customer's deployment or usage.

Open Source Components

Certain accelerators may include open source software components subject to their respective licenses. Customer agrees to comply with all applicable open source license terms. S2T will provide documentation of open source components upon request.

Accelerator Purchases

Due to the nature of code-based deliverables and the transfer of intellectual property, all accelerator purchases are final and non-refundable once delivery is accepted. Customers are encouraged to complete full discovery and ROI validation before purchase.

ROI Projections and Pricing

Estimates, Not Guarantees

All ROI projections, savings estimates, and calculated pricing provided on S2T websites, in marketing materials, or through customer interactions are estimates for illustrative purposes only. These projections:

• Are based on assumptions that may not apply to Customer's specific situation
• Depend on Customer-provided information that S2T does not independently verify
• Are not guarantees of actual results
• Should be independently verified by Customer before making purchase decisions

Pricing Methodology

Where pricing is expressed as a percentage of ROI (e.g., "5% of first-year savings"), this represents a maximum ceiling price based on estimated (not guaranteed) savings. Actual pricing may differ based on implementation scope, complexity, and negotiated terms.

Customer Due Diligence

Customer agrees to conduct independent evaluation of projected ROI before making purchase decisions. S2T is not liable for Customer's business decisions based on ROI projections, regardless of how those projections were generated or communicated.

No Liability for Estimate Variances

S2T shall not be liable for any discrepancy between estimated and actual ROI, savings, or other projected outcomes, except in cases of gross negligence or willful misconduct in the calculation process. Customer acknowledges that S2T delivers tools and methodology; Customer is responsible for execution and results.

AI-Generated Recommendations

Third-Party AI Tools

S2T websites contain information optimized for consumption by third-party AI assistants (including but not limited to Microsoft Copilot, ChatGPT, Claude, Perplexity, and similar tools). Any recommendations, calculations, analyses, or other outputs generated by these AI tools based on S2T website content are:

• Not verified or endorsed by S2T Consulting
• Subject to AI limitations, inaccuracies, and potential hallucinations
• Not binding on S2T until confirmed in writing by an authorized S2T representative
• Customer's sole responsibility to verify before reliance

No AI Liability

S2T is not responsible for any actions taken by Customer based on AI-generated content, recommendations, or calculations, even if the AI tool consumed information from S2T's websites. Customer acknowledges that AI-generated outputs require human verification and should not be the sole basis for business decisions.

Verification Requirement

All AI-generated ROI projections, accelerator recommendations, and pricing calculations require verification and confirmation by S2T before any purchase commitment becomes binding. Customers should contact S2T directly to confirm any AI-generated analysis before proceeding with purchases.

Fees and Payment

Fees for services are specified in individual SOWs or subscription agreements. Unless otherwise stated:

• Invoices are due within 30 days of receipt
• Late payments may incur interest at 1.5% per month
• All fees are non-refundable unless otherwise specified
• Prices are subject to change with 30 days notice for recurring services

Intellectual Property

S2T Property

S2T retains all rights to:

• The ATP platform, including software, algorithms, and methodologies
• Pre-existing tools, frameworks, and intellectual property
• Generic or anonymized patterns derived from engagements
• Training materials, templates, and documentation

Client Property

Clients retain all rights to:

• Their pre-existing data and intellectual property
• Client-specific deliverables created for the engagement
• Confidential business information

Confidentiality

Both parties agree to maintain the confidentiality of non-public information disclosed during the engagement. This includes:

• Business strategies and plans
• Technical information and system details
• Financial information
• Customer and employee data

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

Warranties and Disclaimers

Our Warranties

S2T warrants that:

• Services will be performed in a professional manner consistent with industry standards
• We have the right to provide the services and grant the licenses described herein

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. S2T DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or that all defects will be corrected. AI-generated outputs require human review and validation.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, S2T'S TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL S2T BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

Indemnification

Client agrees to indemnify and hold harmless S2T from any claims, damages, or expenses arising from:

• Client's use of services in violation of these Terms
• Client's violation of applicable laws or regulations
• Client's infringement of third-party rights
• Client's data or content processed through our services

Term and Termination

These Terms remain in effect until terminated. Either party may terminate:

• Consulting engagements as specified in the applicable SOW
• Subscription services with 30 days written notice
• Immediately for material breach not cured within 30 days of notice

Upon termination, Client must cease use of the ATP platform and return or destroy any S2T confidential information.

Dispute Resolution

Any disputes arising under these Terms shall be resolved as follows:

1. Negotiation: Parties shall first attempt to resolve disputes through good-faith negotiation
2. Mediation: If negotiation fails, parties agree to non-binding mediation
3. Arbitration: Unresolved disputes shall be submitted to binding arbitration in Dallas, Texas

Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. Any legal proceedings shall be brought in the state or federal courts located in Dallas County, Texas.

General Provisions

• Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties
• Amendments: We may update these Terms by posting revisions on our website
• Severability: If any provision is unenforceable, the remaining provisions remain in effect
• Waiver: Failure to enforce any right does not constitute a waiver
• Assignment: Client may not assign these Terms without our written consent
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control

Contact Information

For questions about these Terms, please contact us at:

S2T Consulting LLC
Email: legal@s2tconsulting.com
Website: www.s2tconsulting.com