Terms & Conditions
ACCEPTANCE OF TERMS
By accessing or using Five 9 services, you agree to these Terms and Conditions. If you don't agree, don't use our services. These terms govern all interactions with Five 9, including our website, consultations, and service delivery.
SERVICES OVERVIEW
Five 9 provides technology consulting, advisory, and implementation services. Specific services are defined in individual statements of work or service agreements. These terms provide the general framework for all engagements.
SERVICE AGREEMENTS
Statements of Work
Specific projects are governed by statements of work that define:
- Scope: What work will be performed
- Deliverables: What you'll receive
- Timeline: When work will be completed
- Pricing: What services cost
- Payment Terms: When payment is due
Statements of work supplement but don't replace these general terms.
Changes to Scope
Changes to project scope require written agreement from both parties. Additional work beyond original scope may incur additional fees.
Service Standards
We provide services with reasonable skill and care consistent with industry standards. We don't guarantee specific results unless explicitly stated in writing.
PAYMENT TERMS
Fees
Service fees are specified in statements of work or service agreements. All fees are in US dollars unless otherwise stated.
Payment Schedule
Payment terms vary by engagement type:
- Project-Based: Typically 50% upfront, 50% on completion
- Retainer-Based: Monthly payment in advance
- Hourly: Billed monthly for hours worked
Specific payment schedules are defined in service agreements.
Late Payment
Invoices are due within 30 days unless otherwise specified. Late payments incur interest at 1.5% per month or the maximum legal rate, whichever is lower.
Expenses
Reasonable expenses related to service delivery (travel, software licenses, etc.) are billed separately unless included in fixed-price agreements.
INTELLECTUAL PROPERTY
Client-Owned IP
You retain ownership of your existing intellectual property, data, and materials provided to us.
Work Product
Ownership of work product created during engagements depends on service type:
- Custom Development: You own code and applications we create specifically for you
- Consulting Deliverables: You own reports, documentation, and recommendations
- Generic Tools: We retain ownership of generic tools, frameworks, and methodologies
Specific ownership terms are defined in service agreements.
Five 9 IP
We retain ownership of our pre-existing intellectual property, including methodologies, tools, and frameworks used to deliver services.
Third-Party IP
Some services may involve third-party software or tools. You're responsible for obtaining appropriate licenses for such tools.
CONFIDENTIALITY
Confidential Information
Both parties will protect confidential information shared during engagements. Confidential information includes:
- Technical Information: Architecture, code, systems, and processes
- Business Information: Strategy, financials, customer data, and plans
- Project Information: Discussions, proposals, and work product
Exceptions
Confidential information doesn't include:
- Information already public
- Information you independently developed
- Information received from third parties without confidentiality obligations
- Information required to be disclosed by law
Protection Obligations
We protect your confidential information with the same care we protect our own. We limit access to employees with legitimate need to know.
DATA PROTECTION
Data Processing
When we process your data during service delivery, we act as a data processor. You remain the data controller responsible for data privacy compliance.
Security Measures
We implement reasonable security measures to protect data we process on your behalf. Specific security requirements can be addressed in service agreements.
Data Breaches
If we discover a security breach affecting your data, we'll notify you promptly and cooperate in remediation efforts.
Compliance
You're responsible for ensuring your use of our services complies with applicable data protection laws (GDPR, CCPA, HIPAA, etc.).
WARRANTIES AND DISCLAIMERS
Our Warranties
We warrant that:
- Services will be performed with reasonable skill and care
- We have the right to provide the services
- Services won't infringe third-party intellectual property rights
Disclaimer
EXCEPT AS EXPLICITLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We don't guarantee specific outcomes, results, or business benefits. Technology consulting involves inherent uncertainties.
LIMITATION OF LIABILITY
Liability Cap
OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM SERVICES IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.
Excluded Damages
WE'RE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THIS INCLUDES LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
Exceptions
Liability limitations don't apply to:
- Intentional misconduct or gross negligence
- Death or personal injury caused by our negligence
- Violations of intellectual property rights
- Matters that cannot be limited by law
INDEMNIFICATION
Your Indemnification
You'll indemnify Five 9 against claims arising from:
- Your use of our services
- Your violation of these terms
- Your violation of third-party rights
- Content or data you provide
Our Indemnification
We'll indemnify you against claims that our services infringe third-party intellectual property rights, provided you notify us promptly and let us control the defense.
TERM AND TERMINATION
Service Term
Service agreements continue for their specified term unless terminated earlier.
Termination for Convenience
Either party can terminate with 30 days written notice, unless otherwise specified in service agreements.
Termination for Cause
Either party can terminate immediately if the other party:
- Materially breaches terms and doesn't cure within 30 days
- Becomes insolvent or files bankruptcy
- Ceases business operations
Effect of Termination
Upon termination:
- You pay for services performed through termination date
- We return your confidential information
- Both parties return or destroy confidential information
- Provisions that should survive (confidentiality, IP, limitations) continue
DISPUTE RESOLUTION
Negotiation
If disputes arise, we'll first attempt to resolve through good-faith negotiation between senior representatives.
Mediation
If negotiation fails, disputes will be submitted to mediation before formal legal action.
Arbitration
If mediation fails, disputes will be resolved through binding arbitration in accordance with American Arbitration Association rules.
Exceptions
Either party can seek injunctive relief in court for intellectual property violations or confidentiality breaches.
Governing Law
These terms are governed by Colorado law, without regard to conflict of law principles.
GENERAL PROVISIONS
Entire Agreement
Service agreements, including these terms and statements of work, constitute the entire agreement between parties.
Modifications
We may update these terms periodically. Continued use after changes indicates acceptance. Material changes affecting active engagements require your consent.
Assignment
You can't assign service agreements without our written consent. We can assign to affiliates or in connection with mergers or acquisitions.
Force Majeure
Neither party is liable for delays caused by events beyond reasonable control (natural disasters, acts of war, pandemics, etc.).
Severability
If any provision is found invalid or unenforceable, the rest of the terms remain in effect.
Waiver
Failure to enforce any provision doesn't waive our right to enforce it later.
Independent Contractors
We're independent contractors, not employees, agents, or partners.
CONTACT US
Questions about these terms?
Five 9, 26 West Dry Creek Circle, Suite 600, Littleton, Colorado 80120
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