Consulting Services Terms and Conditions

April 2026

  1. This agreement sets forth the terms and conditions whereby B2B Technologies Inc., an Illinois Corporation (hereinafter referred to as B2B and or/ Consultants) will provide consulting services (hereinafter referred to as Customer). This agreement is for the term of one year starting from the effective date and terminating in exactly 12 months. The effective date of this agreement and pricing are indicated in the contract.
  2. B2B may use subcontractors in support of this proposal and should be approved by the customer, said approval shall not be unreasonably withheld.
  3. B2B shall provide Information Technology consulting and support on a limited basis. These services include, but are not limited to, computer and networks support, troubleshooting, repair, training, planning, technical advice, installation of new or existing hardware/software, and upgrades.
  4. The relationship between the Customer and B2B is that of an independent contract and nothing in this agreement shell be considered as creating a relationship of joint ventures, partners, employer-employee, or agent. Neither party has the authority to create any obligation for the other.
  5. Travel expense reimbursement applies to non-program related activities (Hourly Consulting) and travel expenses outside of the local metropolitan Chicago/NW Indiana/Southern Wisconsin area. The customer agrees to reimburse B2B for any out-of-pocket non-local travel expense actually incurred by any B2B consultants and requested by the customer under this agreement. B2B will supply the customer with support documentation.
  6. The customer shall pay B2B a retainer for the upcoming month. Invoices go out on the 15th of each month. All invoices are due on the 1st of each month. All invoices will be paid in U.S. dollars. A finance charge of 1.5% may be added to accounts not paid within 5 days of the due date.
  7. B2B makes no representations to the customer as to the probability of ultimate success provided to customers under this agreement, and B2B does not guarantee any particular result. However, B2B will exert in good faith its best professional efforts. B2B shall not be liable for incidental, consequential, special or exemplary damages, or for lost profits or business interruption.
  8. For the purpose of this agreement the term Confidential Information means any information which is treated by any party as confidential or trade secret, including but not limited to, copyright-able works of original authorship (Including but not to computer programs, software object code and source code, technical specifications, documentations, manuals, business plans and product literature); technical know-how; Technical specifications; concepts; strategic; business plans; results of testing; financial information; product information; methods of operation; concepts; compilations of information; trademarks and other intellectual property.
  9. During the term of this agreement and after termination of the business relationship between the parties under this agreement, B2B and the Customer hereby agree that neither of them uses the others confidential information for their own benefit, nor shall they disclose such confidential information to third parties. Further, upon termination of the business relationship between the parties, upon request each party shall return the other party’s confidential information to the other party.
  10. The confidentiality provisions of this agreement do not apply to confidential information that is in the public domain; or was known to either party prior to access to the other party’s confidential information, as evidenced by written, dated business records; or received lawfully from a third party through no breach of any obligation of confidentially ; or created by the employees of either party independently of the confidential information. The provisions of this agreement survive the termination of the business relationship between Customer and B2B, shall survive for so long a period as the confidential information is kept confidential, and shall ensure to the benefit of both party’s successor and assigns.
  11. The laws of the state of Illinois and the copyright, trademark, and patent laws of the United Sates of America shall govern this agreement.
  12. Any litigation arising out of or in connection with this Agreement shall be brought in a court of competent jurisdiction for the county of DuPage, State of Illinois, or the U.S. District court. As an alternative, in the event of litigation arising out of or in connection with this agreement a mutually agreed upon 3rd party arbitrator solution may also be exercised.
  13. This Agreement contains the full understanding of the parties with respect to the subject matter and supersedes all prior understandings and writings, written or oral, relating thereto. No waiver, alteration of any provision shall be binding unless in writing and signed by authorized representatives of Customer and B2B.
  14. The waiver by either party or a breach by the other party of any provision of this agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise any right that it has operated as a waiver of any right by that party.
  15. This Agreement shall automatically renew for successive one (1) year periods at the end of the original term. This a agreement may be terminated by either party with 60 day written notice.
  16. The Early Termination Charge for this agreement is the average of the monthly retainer multiplied by the remaining months of the agreement. Early Termination Charges are due upon the termination of services. Month to Month agreements can be terminated with 30 days’ written notification.
  17. Microsoft Licenses are non-cancelable during the length of this agreement. The Customer is required to pay all Microsoft related costs regardless of the status of this agreement.
  18. Impact on Pricing: If tariffs, import/export duties, or similar governmental charges are enacted, increased, or changed, either directly or indirectly affecting the goods or services provided under this Agreement, the Seller reserves the right to adjust the prices to reflect the additional costs incurred as a result of such changes. The Buyer agrees to accept such adjustments, provided that the Seller provides written notice of the tariff adjustment, along with the applicable documentation substantiating the increase, within a reasonable time frame.
  19. All services that B2BTech has entered into with a third party provider for services will remain the customer responsibility until the end of the term for those services.