By signing this quote, statement of work, or by issuing an order with Vortex IT which references this document or a document which references this document, Customer agrees to the following terms and conditions:

A) The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide Services to the Client.

B) The Contractor agrees to provide such Services to the Client on the terms and conditions set out in the Agreement.

In consideration of the matters described above and of the mutual benefits and obligations set forth in the signed Agreement that references these Terms and Conditions (the “Agreement”), the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to the Agreement) agree as follows:

1) The Client hereby agrees to engage the Contractor to provide the Client with following Services written in the Agreement (the “Services”)

2) The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

3) Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a “Dispute”), the parties shall first attempt to resolve the Dispute through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party, outlining the nature of the Dispute.

4) Mediation: If the Dispute cannot be resolved through negotiation within thirty (30) days of the initial notice, the parties agree to attempt to resolve the Dispute through mediation. The mediation shall be conducted by a mutually agreed-upon mediator. If the parties cannot agree on a mediator within ten (10) days, either party may request the appointment of a mediator by a recognized mediation service.

5) Arbitration: If the Dispute is not resolved through mediation within sixty (60) days of the mediator’s appointment, the Dispute shall be finally resolved by binding arbitration. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration service. The arbitration shall take place in Las Vegas, Nevada and the language of the arbitration shall be English. The arbitrator’s decision shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

6) Interim Relief: Notwithstanding the foregoing, either party may seek interim or provisional relief from any court of competent jurisdiction, as necessary to protect the rights or property of that party.

7) Confidentiality: All negotiations, mediations, and arbitrations related to a Dispute shall be conducted in strict confidence, and the parties shall treat all related information as confidential, except as may be necessary to enforce any arbitration award or as required by law.

8) In the event either Party wishes to terminate a signed Agreement prior to the completion of the Services, that Party will be required to provide 30 days’ written notice to the other Party.

9) The Parties agree to everything necessary to ensure that the terms of the Agreement take effect.

10) Except as otherwise stated in the Agreement, all monetary amounts referred to in the Agreement are in USD (US Dollars).

11) The Contractor will charge the Client for the Services as follows (the “Compensation”):

12) Payment will be made 50% up front plus cost of all equipment if purchased by the Contractor and the remaining after completion

13) Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

14) In the event that the Agreement is terminated by the Client prior to completion of the Services, but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination, provided that there has been no breach of contract on the part of the Contractor.

15) Interest payable on any overdue amounts under the Agreement is charged at the rate of 10% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

16) Confidential Information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to the Client including, but not limited to, accounting records, business processes, and Client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

17) The Contractor agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of Confidentiality will apply during the Term and will survive indefinitely upon termination of the Agreement.

18) All written and oral information disclosed or provided by the Client to the Contractor under the Agreement is Confidential Information, regardless of whether it was provided before or after the date of the Agreement or how it was provided to the Contractor.

19) All Intellectual Property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or registration applications, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name, (the “Intellectual Property”) that’s developed or produced under the Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

20) The Contractor may not use the Intellectual Property for any purpose other than that contracted for in the Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damage resulting from the unauthorized use of the Intellectual Property.

21) Upon the expiration, completion, or termination of the Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information that is the property of the Client.

22) In the event that the Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment that is the property of the Contractor or, where agreed between the Parties, to compensate in lieu of recovery.

23) In providing the Services under the Agreement it is expressly agreed that the Contractor is acting as an independent Contractor and not as an employee. The Contractor and the Client acknowledge that the Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any Social Security, local, state or federal tax, unemployment compensation, workers compensation, insurance premium, profit sharing, pension, or any other employee benefit for the Contractor during the term period. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state, and federal taxes related to payments to the Contractor under the Agreement.

24) Except as otherwise provided in the Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of the Contractor under the Agreement. And the Client will not hire or engage any third parties to assist with the provision of the Services.

25) In the event that the Contractor hires a subcontractor:

• The Contractor will pay the subcontractor for its Services and the Compensation will remain payable by the Client to the Contractor.
• For the purposes of this indemnification clause of the Agreement, the subcontractor is an agent of the Contractor.

26) Except as otherwise provided in the Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the Services. In accordance with the Agreement, the Contractor will work autonomously. And not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

27) Except as otherwise provided in the Agreement, the Contractor will provide, at the Contractor’s own expense, any and all tools, machinery, raw materials, supplies, workwear, and any other item or parts necessary to deliver the Services in accordance with the Agreement.

28) The Contractor is not liable for any hardware, software, or equipment provided by the Client.

29) The Parties acknowledge that the Agreement is non-exclusive in that either Party will be free, during and after the term, to engage or contract with third parties for the provision of services similar to the Services.

30) All notices, requests, demands, or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the Parties addresses written within the Agreement or to such other address as either Party may notify the other from time to time, and will be deemed to be properly delivered. (A) immediately upon being served personally, (B) 2 days after being deposited with the Postal Service. Life served by registered mail, or (C) the following day after being deposited with an overnight carrier.

31) Except to the extent paid and settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors, and assigns any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or a rise out of any act or omission. Of the indemnifying Party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors, and assigns that occur in connection with the Agreement. This indemnification will survive the termination of the Agreement.

32) Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

33) Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.

34) The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Client.

35) It is agreed that there is no representation, warranty, collateral Agreement, or condition affecting the Agreement except as expressly provided in the Agreement.

36) The Agreement will inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, permitted successors, and assigns.

37) The Agreement will be governed by and construed in accordance with the laws of the State of Nevada.

38) In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.

39) The waiver by either Party of a breach, default, delay, or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

40) Neither Party shall be held liable or responsible for any delay or failure in the performance of their obligations under the Agreement arising from events beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, epidemics, pandemics, or other unforeseen circumstances. In such an event, the affected Party shall notify the other Party as soon as practicable, and the obligations under the Agreement shall be suspended for the duration of the Force Majeure event. If the Force Majeure event continues for a period exceeding 30 days, either Party may terminate the Agreement upon written notice to the other Party.

41) Service Provider will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to the Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether Service Provider has been advised of the possibility of any such damage. In no event will Service Provider’s liability exceed the price paid by Buyer for the Services giving rise to the claim or cause of action.

42) Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

43) Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.