TERMS OF SERVICE

1. Acceptance of Terms

These Terms of Service (the "Terms") govern the provision of all consulting and advisory services by Radiant Consulting ("We," "Us," "Our," or the "Consultant") to the client (the "Client" or "You").

You agree to be bound by these Terms by:

• a. Signing an Engagement Letter, a Statement of Work (SOW), or a formal service contract referencing these Terms; or
• b. Making a payment for our services; or
• c. Instructing us to commence work on a project.

These Terms, together with a signed SOW or Engagement Letter, form the complete and entire agreement ("Agreement") between You and Radiant Consulting. In the event of a conflict, the terms of the specific SOW will take precedence over these general Terms.

2. Consulting Services and Engagement

2.1. Scope of Services: The specific services, project objectives, deliverables, timelines, and personnel will be defined in a separate Statement of Work (SOW) or Engagement Letter, which will be mutually agreed upon and signed by both parties.

2.2. Standard of Service: We will perform the services in a professional and diligent manner, using our experience and expertise. However, You acknowledge that consulting services are advisory in nature, and we do not guarantee any specific results or outcomes.

2.3. Changes to Scope: Any request by You to change the scope of work defined in the SOW must be submitted in writing. We will evaluate the request and provide a cost and timeline estimate for the change. No change will be implemented until a formal written "Change Order" is agreed upon and signed by both parties.

3. Fees, Invoicing, and Payment

3.1. Fees: Fees for the services will be calculated as outlined in the corresponding SOW. This may include fixed fees, hourly rates, or project-based costs.

3.2. Invoicing and Payment Terms:

• a. Invoices will be issued according to the schedule specified in the SOW (e.g., monthly, upon milestone completion, or in advance).
• b. Payment is due within 30 days of the invoice date.
• c. Payment Method: Payments shall be made via bank transfer to the account specified on the invoice.

3.3. Late Payments: We reserve the right to charge interest on all overdue payments at a rate of 1.5% per month, or the highest rate permitted by law. If payment is significantly overdue, we reserve the right to suspend all services until the outstanding amount is settled.

3.4. Expenses: Any agreed-upon, pre-approved out-of-pocket expenses (e.g., travel, accommodation) will be billed separately and are not included in the primary consulting fees.

4. Client Obligations

You agree to provide the following to Radiant Consulting in a timely and cooperative manner:

• a. Access to Information: All necessary and accurate information, data, documents, and materials required for us to perform the services.
• b. Personnel Access: Access to relevant personnel and decision-makers.
• c. Decision-Making: Timely feedback, approvals, and decisions necessary to ensure the project stays on schedule.
• d. Safety: A safe working environment, where applicable, for our personnel.

5. Confidentiality and Data Handling

5.1. Confidential Information: All information disclosed by one party to the other that is marked as confidential or that should reasonably be understood to be confidential is protected. This includes, but is not limited to, trade secrets, business plans, financial data, and client lists.

5.2. Non-Disclosure: Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except as required by law.

5.3. Personal Data: Our collection and use of any personal data you provide is governed by the Radiant Consulting Privacy Policy, which is incorporated into this Agreement by reference.

6. Intellectual Property (IP)

6.1. Client IP: All Client-owned materials, data, or intellectual property provided to us remain the exclusive property of the Client.

6.2. Consultant IP (Deliverables): Upon full and final payment of all invoices, Radiant Consulting will assign to You all intellectual property rights in the custom work product specifically created for You under a SOW (the "Deliverables").

6.3. Consultant Background IP: Notwithstanding Section 6.2, We retain ownership of all intellectual property that We created prior to or outside of this engagement, including all proprietary methodologies, frameworks, tools, templates, and general knowledge used to perform the services ("Background IP"). We grant You a non-exclusive, perpetual, worldwide license to use the Background IP solely as it is integrated into the Deliverables.

7. Limitation of Liability and Indemnification

7.1. Limitation of Liability: To the maximum extent permitted by law, Radiant Consulting's total liability to the Client for any and all claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Radiant Consulting for the specific services under the relevant SOW in the six (6) months immediately preceding the event giving rise to the claim. We will not be liable for any indirect, incidental, punitive, or consequential damages.

7.2. Indemnification: You agree to indemnify and hold harmless Radiant Consulting from and against any claims, damages, liabilities, and expenses arising from Your breach of these Terms, or Your use of the Deliverables in a manner not intended or authorized by the SOW.

8. Term and Termination

8.1. Term: This Agreement shall commence on the Effective Date and shall continue until the termination of the final SOW, unless terminated earlier in accordance with these Terms.

8.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:

• a. Commits a material breach of these Terms or the SOW and fails to cure that breach within 30 days of receiving written notice.
• b. Becomes insolvent, files for bankruptcy, or goes into liquidation.

8.3. Effect of Termination: Upon termination, You shall immediately pay Radiant Consulting all outstanding fees and expenses for work performed up to the termination date. All clauses related to Confidentiality, Intellectual Property, and Limitation of Liability shall survive the termination of this Agreement.

9. Governing Law and Dispute Resolution

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Ethiopia, without regard to its conflict of law principles.

9.2. Dispute Resolution: In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation. If a resolution is not achieved, the parties agree to submit the dispute to binding arbitration in Addis Ababa, Ethiopia, in accordance with the rules of a recognized arbitration body, or to the exclusive jurisdiction of the courts of Addis Ababa, Ethiopia.

10. Contact Information

For any questions regarding these Terms or the services we provide, please contact Radiant Consulting at: