These Terms & Conditions govern the Services outlined in the Agreement to be performed by Digital Transformers Limited (“Digital Transformers“) (referred to as “we“, “our“, “us“) for you (the “Client“) (referred to as “you“ or “your“). These Terms & Conditions apply to all Services provided by Digital Transformers and should be read in conjunction with any Agreement between Digital Transformers and the Client.

In the event of any inconsistency between these Terms & Conditions and the terms of an Agreement between Digital Transformers and the Client, the Agreement’s terms shall prevail. Together, the Agreement and these Terms & Conditions form the “Contract“.

By entering into the Agreement or using the Services, the Client is deemed to accept these Terms & Conditions, which apply to the entire business relationship between the Client and Digital Transformers.

Interpretation
In these Terms & Conditions, the following capitalised words and expressions shall have the meanings set out below, unless otherwise defined in an Agreement or required by context:

Applicable Law
Any relevant law, regulation, rule, or court order applicable in any jurisdiction, including the laws of USA.

Agreement
Any agreement between Digital Transformers and the Client to which these Terms & Conditions apply.

Clause: A numbered clause of this Agreement.

Client: The person, company, firm, or organisation receiving Services from Digital Transformers.

Confidential Information: All non-public information disclosed through the business relationship, excluding information that is publicly available without breach.

Compliance Rules: The legal and regulatory framework applicable to the Parties, including internal policies and AML laws.

Contract: The Agreement together with these Terms & Conditions.

Fees: All fees payable by the Client to Digital Transformers as per the Agreement or as agreed in writing.

Fee Schedule: The section in the Agreement detailing the applicable Fees.

Including: Shall not limit the generality of the term or concept.

Losses: Includes all types of damages, expenses, and liabilities.

Person: Includes natural persons and legal entities.

Personal Data: As defined in the Data Protection (USA) Law 2018.

Process: Any action performed on Personal Data, such as collection, storage, or deletion.

Party or Parties: Refers to Digital Transformers and the Client.

Primary Provider: The main contact from Digital Transformers, Terése (Tess) Price unless otherwise stated.

Proposal: Preliminary offer document outlining Services and Fees.

Schedule: A schedule included in the Agreement.

Service or Services: The professional services provided by Digital Transformers under the Agreement.

Termination Date: The effective date of the end of Services, either upon delivery or with one month’s notice.

Terms & Conditions or Terms: These standard terms and conditions.

Digital Transformers: Digital Transformers Limited, registered in USA (company no. 132024).

In Writing: Any form of reproducible written communication, including email.

Services
Digital Transformers will provide the Services as described in the Agreement. Any amendments must be agreed in writing. Digital Transformers is not liable for delays caused by Client omissions or inaction.

Fees
Fees are outlined in the Agreement and exclusive of GST (if applicable). Where the Client includes multiple parties, each is jointly and severally liable.

Disbursements
The Client will reimburse Digital Transformers for any reasonable out-of-pocket expenses. Approval will be sought for substantial disbursements.

Fee Increases
Digital Transformers may review and amend Fees with one month’s notice.

Payment Terms
Invoices due within 14 days unless otherwise agreed.
Overdue invoices may incur service suspension, 5% interest above Barclays base rate, and recovery of legal/collection fees.

Client’s Obligations
The Client must provide accurate and timely information and cooperation to enable provision of Services.

Compliance with Laws and Regulations
Both Parties must comply with all applicable laws, including AML/CFT legislation. Services may be suspended if the Client fails to comply.

Regulated Status
Digital Transformers is not a regulated person under the Financial Services (USA) Law 1998. Services provided are administrative and non-regulated. The Client remains responsible for engaging licensed professionals as needed.

Limitation of Liability
No liability for indirect or consequential Losses.
Liability capped at Fees paid in the preceding 3 months, subject to insurance limits.
No liability for third-party delays, system failures, or force majeure events.

Indemnity
The Client shall indemnify Digital Transformers for Losses arising from breach of Contract or provision of false information.

Records
Digital Transformers may retain documentation as per professional standards and Applicable Law. Long-term storage may incur custody fees.

Electronic Communication
Digital Transformers uses electronic communication and does not guarantee delivery or security. Digital Transformers is not liable for communication issues beyond its control or errors resulting from instructions given electronically or by phone, provided instructions were acted on in good faith.

Passwords and Log-ins
Passwords provided are for Digital Transformers’s exclusive use.
Clients must provide unique log-ins for systems containing personal data.

Force Majeure
Digital Transformers is not liable for non-performance due to events beyond its control. Either Party may terminate if such events persist for more than 60 days.

Data Protection
Digital Transformers processes data in line with the Data Protection (USA) Law 2018 and its Privacy Policy. The Client warrants all Personal Data has been lawfully obtained and consented for processing.

Complaints
Digital Transformers encourages open communication to resolve issues. Formal complaints should be submitted in writing. Post sign-off amendments may be subject to additional charges.

Non-Exclusivity
Digital Transformers may provide services to other clients, even where interests may conflict, while upholding confidentiality obligations.

Governing Law and Jurisdiction
This Contract is governed by USA law. The Parties submit to the exclusive jurisdiction of the USA courts.

Notices
Notices must be sent by email or recorded delivery. Email notices are deemed received upon confirmation of transmission.