Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "Client") and SBCHR ("we," "our," "us," or "Company"), governing your access to and use of the website sbchr.com ("Website") and our human resources consulting services ("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 the Website or use our Services.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Website. Your continued use of the Website or Services after any changes constitutes acceptance of the modified Terms.

2. Description of Services

SBCHR provides professional human resources consulting services, including but not limited to:

• Human Resources strategy and operations consulting
• Mergers and acquisitions HR due diligence and integration
• Employee benefits design and administration consulting
• Compliance and regulatory guidance
• Executive search and recruiting support
• Labor relations consulting
• HR technology implementation guidance
• Workforce planning and organizational development

The specific scope, deliverables, timeline, and fees for any engagement will be detailed in a separate Statement of Work ("SOW") or consulting agreement between the parties.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services
• Designate a primary contact person with authority to make decisions on your behalf
• Review and provide feedback on deliverables within agreed-upon timeframes
• Make timely payments in accordance with the agreed payment terms
• Maintain the confidentiality of any proprietary information or methodologies we share
• Comply with all applicable laws and regulations in connection with the Services
• Obtain any necessary internal approvals before implementing recommendations

4. Fees and Payment

Fees for our Services will be set forth in the applicable SOW or consulting agreement. Unless otherwise specified in writing:

• Invoices are due within thirty (30) days of the invoice date
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law
• You are responsible for all taxes, duties, and fees associated with the Services (excluding our income taxes)
• Expenses incurred on your behalf (travel, materials, etc.) will be billed at cost plus a reasonable administrative fee
• We reserve the right to suspend Services if payment is not received within 60 days of the invoice date

All fees are non-refundable unless otherwise specified in the applicable agreement or required by law.

5. Intellectual Property

Our Intellectual Property

All content on the Website, including text, graphics, logos, images, software, and other materials ("Content"), as well as our proprietary methodologies, frameworks, tools, templates, and know-how ("SBCHR IP"), are owned by or licensed to SBCHR and protected by intellectual property laws.

Work Product

Unless otherwise agreed in writing, deliverables created specifically for you during an engagement ("Work Product") will be owned by you upon full payment. However, we retain ownership of all SBCHR IP, including any pre-existing materials incorporated into the Work Product, and you are granted a non-exclusive license to use such materials solely in connection with the Work Product.

Website Use

You may access and use the Website for lawful purposes only. You may not copy, modify, distribute, sell, or lease any Content without our prior written consent.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information ("Confidential Information") and to use it only for the purposes of the engagement. Confidential Information includes, but is not limited to:

• Business strategies, plans, and financial information
• Employee data and HR records
• Proprietary processes and methodologies
• Client lists and relationships
• Any information marked as confidential or that a reasonable person would understand to be confidential

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully obtained from a third party; or (d) is required to be disclosed by law.

7. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Website will be uninterrupted, secure, or error-free
• The results obtained from the Services will meet your specific requirements or expectations
• Any information provided constitutes legal, tax, or accounting advice

Our Services are advisory in nature. The final decisions and implementation of any recommendations are your sole responsibility. We recommend consulting with appropriate legal, tax, and other professional advisors before making significant business decisions.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SBCHR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or goodwill
• Business interruption
• Any other intangible losses

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless SBCHR and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Website or Services; (c) your violation of any law or the rights of any third party; or (d) any information you provide to us.

10. Term and Termination

These Terms remain in effect until terminated. Either party may terminate a consulting engagement as provided in the applicable SOW or agreement.

We may terminate or suspend your access to the Website at any time, without notice, for any reason, including if we believe you have violated these Terms.

Upon termination of any engagement: (a) you shall pay all fees owed for Services rendered; (b) each party shall return or destroy the other party's Confidential Information; and (c) provisions that by their nature should survive termination shall survive, including confidentiality, limitation of liability, and indemnification.

11. Non-Solicitation

During any engagement and for a period of twelve (12) months thereafter, you agree not to directly or indirectly solicit, recruit, or hire any SBCHR employee or contractor who provided Services to you, without our prior written consent.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good faith negotiation between the parties. If the dispute cannot be resolved within thirty (30) days, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.

The arbitration shall take place in Clark County, Nevada, and the decision of the arbitrator shall be final and binding. Each party shall bear its own costs, and the parties shall share equally the costs of the arbitration.

13. General Provisions

• Entire Agreement: These Terms, together with any applicable SOW or consulting agreement, constitute the entire agreement between you and SBCHR regarding the subject matter hereof.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond the reasonable control of that party.
• Independent Contractor: SBCHR is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

14. Contact Information

If you have any questions about these Terms or our Services, please contact us: