Terms and Conditions

Effective Date: 01/01/2012

1. Definitions

• "Company" refers to Bellerophon Group, the provider of IT services.
• "Client" refers to the individual or entity receiving services.
• "Services" refers to all IT support, consulting, cybersecurity, cloud, integration, or other technical services provided by the Company.
• "Agreement" refers to these Terms and Conditions and any associated Statement of Work (SOW) or Service Level Agreement (SLA).

2. Scope of Services

The Company shall perform IT services in accordance with the specific tasks and deliverables outlined in the agreed SOW. This may include, but is not limited to:

• Network and server infrastructure support
• Cybersecurity implementation and monitoring
• Cloud migrations and virtual environments
• Compliance architecture for regulated industries
• Helpdesk and end-user technical support

Work not specified in the SOW must be approved in writing and may be subject to additional charges.

3. Service Delivery

• Services will be delivered using industry-standard methodologies and reasonable care by qualified personnel.
• The Client agrees to provide timely access to systems, personnel, and facilities needed for the successful delivery of services.

4. Fees and Payment

• Fees are outlined in the applicable SOW or project agreement.
• Invoices are due Net 30 days unless otherwise specified.
• Late payments may accrue interest at a rate of 1.5% per month or the highest rate permitted by New York law.
• Reimbursable expenses will be billed with prior written approval from the Client.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information shared during the engagement. This obligation will remain in effect for a period of three (3) years following termination of the Agreement.

6. Compliance with Industry Regulations

Bellerophon Group shall maintain compliance and provide support to Clients subject to the following regulatory frameworks:

a. HIPAA (Health Insurance Portability and Accountability Act)

For clients in the healthcare sector, the Company will implement and maintain administrative, physical, and technical safeguards in accordance with HIPAA Security and Privacy Rules. A Business Associate Agreement (BAA) may be executed when required.

b. SOX (Sarbanes-Oxley Act)

For financial sector clients, the Company will adhere to IT controls and audit trail retention requirements applicable under SOX. This includes access logging, change management protocols, and data integrity assurance.

c. FISMA/FedRAMP (Federal Information Security Management Act / Federal Risk and Authorization Management Program)

For government clients, the Company will follow NIST 800-53 security controls and maintain procedures aligned with FISMA and FedRAMP baselines. All cloud-based or on-prem services delivered to federal agencies or contractors will be designed with federal cybersecurity compliance in mind.

The Client agrees to disclose any regulatory compliance obligations at the outset of the engagement.

7. Data Security

The Company shall employ appropriate security measures to protect Client data against unauthorized access, destruction, or alteration. The Client retains ownership of all proprietary data processed or stored as part of the services.

8. Intellectual Property

• All intellectual property created specifically for the Client under this Agreement will be transferred to the Client upon full payment.
• Proprietary tools, frameworks, and reusable components developed by the Company remain its exclusive property unless otherwise agreed in writing.

9. Limitation of Liability

• The Company shall not be liable for any indirect, special, incidental, or consequential damages.
• The total liability of the Company for any claim related to this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding the claim.

10. Warranties

The Company warrants that services will be performed in a professional, timely, and workmanlike manner consistent with industry standards. No other express or implied warranties, including fitness for a particular purpose, are provided.

11. Termination

• Either party may terminate this Agreement with 30 days' written notice.
• In the event of a material breach, the non-breaching party may terminate with 10 days' notice, unless the breach is resolved within that period.
• Upon termination, the Client shall pay for all work performed and expenses incurred up to the date of termination.

12. Force Majeure

The Company shall not be liable for any failure or delay in service due to events beyond its reasonable control, including natural disasters, cyberattacks, labor disputes, or government restrictions.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of legal provisions.

14. Entire Agreement

This document, together with any applicable SOW or SLA, constitutes the entire agreement between the parties and supersedes all prior communications, understandings, or agreements.

15. Amendments

No modification or amendment to this Agreement shall be valid unless made in writing and signed by both parties.