These Terms and Conditions govern all services provided by Illume to its clients. By engaging Illume for services, Clients agree to abide by these terms.
Scope of Services
Illume will provide professional services as described in the Scope of Work (SOW) or Statement of Services (SOS).
Client Requirements
To facilitate the successful delivery of services, Clients agree to:
Provide timely access to stakeholders, documentation, and resources necessary for Illume to perform its duties.
Approve or provide timely written feedback on deliverables within agreed timelines to avoid delays.
Assign a point of contact for seamless communication.
Collaborate in good faith to address unforeseen challenges that may arise.
Comply with payment terms as outlined in Section 3.
Retainer Terms
Hourly Rate and Commitment
The hourly rate, fee structure, and hours for services are outlined in the applicable SOW/SOS. All terms are mutually agreed upon in writing before services commence.
Invoicing and Payment
Invoices are issued as per the payment schedule specified in the SOW/SOS, which may include monthly or milestone-based arrangements. Payments are due within the specified timeframe. Late payments will incur an additional charge of 10% of the pending payment. Illume may suspend services for payments overdue by more than 15 days, with prior written notice.
Additional Services
Out-of-scope services require prior approval and will be billed as per the SOW/SOS.
Final Review and Handover
Final Review
At the conclusion of services, Illume will review deliverables, identify outstanding items, and summarize required actions.
Handover
Illume will provide a handover document summarizing task status, pending actions, and next steps. A meeting may be scheduled to clarify responsibilities.
Support During Handover
Limited post-handover support may be provided as agreed in the SOW/SOS.
Termination
By the Client
If a Client terminates without material fault by Illume, the Client is obligated to pay the full agreed-upon payment as outlined in the SOW or SOS, including all expenses and third-party costs incurred up to the termination date, plus any applicable cancellation fees.
By Illume
Illume reserves the right to terminate services with written notice. Any unused prepaid fees for services not performed will be refunded.
For Non-Payment
Illume may suspend services or withhold deliverables if payment terms are not met.
Confidentiality
Illume will maintain the confidentiality of all Client-provided information reasonably considered confidential, including customer identities, financial data, and processes. This obligation does not apply to information independently developed by Illume or publicly available through no breach of this agreement. Confidentiality obligations survive termination, except where disclosure is required by law, court order, or with prior written consent.
Liability and Indemnification
Advisory Services
Illume provides advisory services, with Clients responsible for implementing recommendations and bearing full responsibility for the outcomes of those implementations.
Solicitation of Funds
Clients assume full responsibility for managing and using solicited funds. Illume is not liable for misuse of funds by Clients or their representatives.
Third-Party Vendors
Illume is not liable for the actions of third-party vendors engaged by the Client or recommended by Illume. The Client assumes full responsibility for managing all vendor relationships.
Limitation of Liability
Illume’s liability, whether in contract, tort, or otherwise, is limited to the total fees paid for the specific services giving rise to the claim, except in cases of gross negligence or willful misconduct. Illume is not liable for indirect, incidental, or consequential damages, including loss of profits, data, or business opportunities, even if advised of such damages.
Indemnification
The Client agrees to indemnify, defend, and hold harmless Illume, its employees, and representatives from any claims, damages, or losses arising out of the Client’s actions, misuse of funds, or reliance on third-party vendors. This indemnification does not apply to claims directly caused by Illume’s gross negligence or willful misconduct.
Force Majeure
Neither party is liable for delays or non-performance caused by factors beyond their control, such as natural disasters or governmental actions.
Notification: Affected parties must notify the other in writing promptly, specifying the nature and expected duration of the event.
Dispute Resolution
Disputes will first be resolved through good-faith negotiations. If unresolved, mediation or arbitration will be pursued as outlined in Section 11.
Entire Terms
These Terms and Conditions constitute the entire agreement between Illume and its Clients, superseding prior agreements. If any provision is invalid, the remaining terms will remain enforceable.
Governing Law
These Terms and Conditions are governed by the laws of Sint Maarten. Any disputes arising from or pertaining to these Terms and Conditions will fall under the exclusive jurisdiction of the Court of First Instance of Sint Maarten. Amendments to these Terms can only be made in writing and agreed upon by both parties.
