Terms & Conditions

Brazen Group provides professional consulting services, integration services and support services in Revenue Operations, including but not limited to CRM, ERP and other Enterprise application implementation & optimization, AI-powered automation, operational supports, and business process transformation. All services are provided pursuant to written service orders or statements of work that detail the specific scope, deliverables, timeline, and fees.

Brazen Group performs all services as an independent contractor. Nothing in these terms or any service agreement creates an employment relationship, partnership, joint venture, or agency relationship between Brazen Group and the Client.

Extended Services

Unless expressly stated otherwise in the applicable Service Order, any services, tasks, deliverables, or activities requested by the Client that fall outside the agreed scope, effort, deliverables, assumptions, or timeline of the original Service Order shall be subject to review and assessment by Brazen Group. Such requests may require re-scoping, revised estimates, and formal approval through the applicable Change Request or Change Management process before the additional work is commenced.

Managed Support Services

Renewal

Any renewal that involves a change in the managed support service duration, support bucket hours, service scope, pricing, or commercial terms shall be treated as a new agreement. Upon execution of the renewed agreement, the terms, conditions, pricing, service levels, and commitments of the renewed agreement shall supersede and replace those of any previous managed support agreement.

Carry Forward of Unused Support Hours

Unused managed support hours remaining at the expiration of a managed support agreement may be carried forward only if the Client renews the managed support service with the same or a higher support bucket and for the same or a longer contract duration.

The maximum number of support hours eligible for carry forward shall be:

• Up to five (5) unused hours for managed support agreements with a minimum term of six (6) months; and
• Up to twenty (20) unused hours for managed support agreements with a term of twelve (12) months or longer.

Any unused hours exceeding the applicable carry-forward limit shall automatically expire upon contract expiration and shall not be eligible for transfer, refund, credit, or future use.

The carry-forward limits specified above shall prevail notwithstanding any contrary provision contained in any managed support agreement, proposal, statement of work, service order, or other contractual document.

Each engagement begins on the effective date stated in the applicable service order and continues until the completion of deliverables or the termination of the agreement.

Either party may terminate an engagement with thirty (30) days' written notice to the other party. Upon termination, the Client remains obligated to pay for all services completed and expenses incurred up to the final termination date that includes the notice period served.

Brazen Group reserves the right to suspend or terminate services immediately if the Client fails to make timely payments or breaches any material term of the agreement.

All fees for services are outlined in the applicable service order or statement of work. Unless otherwise specified, fees are due within thirty (30) days of the invoice date.

Late Payments: Invoices not paid within the specified timeframe may incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

Suspension of Services: Brazen Group reserves the right to suspend services if payment is more than thirty (30) days overdue. Services will resume upon receipt of all outstanding payments.

Additional Work: Any work requested beyond the scope of the original service order will be billed at Brazen Group's then-current hourly rates or as mutually agreed upon in writing.

Expenses: Unless otherwise specified, the Client is responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with the services, including travel, accommodation, and third-party tools or licenses.

Both parties agree to protect and maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement. Confidential information includes, but is not limited to, business plans, customer data, technical information, financial information, and any materials marked as confidential.

Confidential information may not be disclosed to third parties without the prior written consent of the disclosing party, except as required by law or court order.

The obligations of confidentiality shall survive the termination or expiration of the engagement and continue for a period of three (3) years thereafter.

Brazen Group IP: Brazen Group retains all ownership rights, title, and interest in its proprietary methodologies, frameworks, accelerators, templates, tools, and any intellectual property developed prior to or during the engagement or independently of the engagement. This includes all pre-existing IP or IP in making, used in the delivery of services.

Client Deliverables: Upon full payment of all fees, the Client receives a limited, non-exclusive, non-transferable license to use the deliverables created specifically for the Client under the engagement for internal business purposes only.

Third-Party IP: Any third-party platforms, software, or materials used in the engagement remain the property of their respective owners. The Client is responsible for obtaining and maintaining all necessary licenses for third-party tools.

Brazen Group may recommend or utilize third-party platforms, software, or services (such as Salesforce, Odoo, HubSpot, SAP, or other tools) in the delivery of various services. The Client acknowledges that:

• The Client is responsible for obtaining, maintaining, and paying for all necessary licenses and subscriptions for third-party tools.
• Brazen Group makes no warranties regarding third-party platforms or services.
• The availability and functionality of third-party tools are beyond Brazen Group's control.
• The Client must comply with all terms and conditions of third-party service providers.

To the maximum extent permitted by law, Brazen Group shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of business opportunity, arising out of or related to the services provided, even if advised of the possibility of such damages.

In no event shall Brazen Group's total liability for all claims arising out of or related to an engagement exceed the total fees paid by the Client under the applicable service order in the six (06) months preceding the claim.

Disclaimer of Warranties: Services are provided on an "as is" basis. Brazen Group makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, internet or telecommunications failures, failures of third-party service providers or delay or failures due to the dependency on the relevant stakeholder’s action, decision, or response.

In the event of a force majeure event, the affected party shall promptly notify the other party and use reasonable efforts to minimize the impact. The obligations of the affected party shall be suspended during the period of the force majeure event.

These Terms & Conditions and any service agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Arbitration: Any dispute, claim, or controversy arising out of or relating to these terms or the breach thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York County, New York, and shall be conducted by a single arbitrator.

Jury Trial Waiver: Both parties hereby waive their right to a trial by jury for any dispute arising under these terms.

Equitable Relief: Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the unauthorized use or disclosure of confidential information or intellectual property.

Brazen Group reserves the right to modify or update these Terms & Conditions at any time. Any changes will be effective immediately upon posting to this page with an updated effective date.

Your continued use of our website or services after any changes constitutes your acceptance of the modified terms. We encourage you to review these terms periodically for any updates.

For existing engagements, changes to these terms may affect the terms of active service orders unless mutually agreed upon in writing. Brazen Group reserves the right to implement the modified or updated terms & conditions by sending the intimation in any form to the related party at any point of engagement.

If you have any questions about these Terms & Conditions or wish to discuss a consulting, integration, or support engagement, please contact us: