(512) 333-0463

Terms of Service

Effective Date: January 1, 2025

1

Acceptance of Terms

By accessing or using the services provided by Pathway Consulting ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms apply to all visitors, users, and others who access or use our website and consulting services. We reserve the right to update or modify these Terms at any time without prior notice.

2

Description of Services

Pathway Consulting provides technology consulting services including but not limited to:

  • Healthcare AI implementation and HIPAA compliance consulting
  • Cloud infrastructure modernization and migration services
  • Security assessments, implementation, and compliance
  • Process automation and workflow optimization
  • Education and training programs for technology teams
  • Custom software development and integration services

The specific scope, deliverables, and terms of any consulting engagement will be defined in a separate Statement of Work (SOW) or service agreement.

3

Client Obligations

As a client of our services, you agree to the following obligations:

Cooperation and Access

  • Provide timely access to necessary systems, data, and personnel
  • Designate a primary point of contact for project communications
  • Review and provide feedback on deliverables within agreed timeframes
  • Ensure appropriate licenses and permissions for third-party software

Accuracy of Information

You agree to provide accurate, current, and complete information as required for the performance of our services. We are not responsible for delays or issues arising from inaccurate or incomplete information provided by you.

4

Intellectual Property

Our Intellectual Property

All methodologies, tools, templates, frameworks, and pre-existing intellectual property used in providing our services remain the exclusive property of Pathway Consulting. We grant you a non-exclusive, non-transferable license to use such materials solely in connection with the services provided.

Client Deliverables

Upon full payment of all fees, custom deliverables created specifically for you as part of an engagement will be assigned to you, except for any pre-existing intellectual property incorporated therein. Specific IP terms may be defined in individual service agreements.

Feedback

Any feedback, suggestions, or ideas you provide regarding our services may be used by us without any obligation to you.

5

Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of our engagement.

  • Confidential information includes business plans, technical data, trade secrets, and client data
  • Neither party will disclose confidential information to third parties without written consent
  • Confidentiality obligations survive the termination of any service agreement
  • Standard exceptions apply for publicly known information and legally required disclosures

For engagements involving protected health information (PHI), additional terms regarding HIPAA compliance will be specified in a Business Associate Agreement (BAA).

6

Payment Terms

Payment terms for our services are as follows:

Fees and Invoicing

  • Fees for services will be specified in the applicable Statement of Work
  • Invoices are due within 30 days of receipt unless otherwise agreed
  • Late payments may incur interest at 1.5% per month or the maximum legal rate
  • All fees are exclusive of applicable taxes, which are your responsibility

Expenses

Reasonable travel and out-of-pocket expenses incurred in connection with our services will be billed at cost with prior approval for expenses exceeding agreed thresholds.

7

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATHWAY CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

Our total liability for any claims arising out of or related to our services shall not exceed the fees paid by you for the specific services giving rise to the claim in the twelve (12) months preceding the claim.

Exceptions

These limitations do not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations.

8

Warranties and Disclaimers

Our Warranties

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, we will re-perform the non-conforming services at no additional cost.

Disclaimers

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

9

Termination

Either party may terminate a service engagement as follows:

  • For convenience with 30 days written notice (unless otherwise specified in SOW)
  • Immediately for material breach that remains uncured after 15 days written notice
  • Immediately if the other party becomes insolvent or files for bankruptcy

Upon termination, you will pay all fees for services rendered through the effective date of termination. Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination.

10

Governing Law

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

Any disputes arising from these Terms or our services shall be resolved through binding arbitration in Austin, Texas, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorneys' fees.

Questions About This Policy?

If you have any questions about this policy, please contact us:

Email: sales@pc-x.biz

Phone: (512) 333-0463