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.
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.
Specific projects are governed by statements of work that define:
Statements of work supplement but don't replace these general terms.
Changes to project scope require written agreement from both parties. Additional work beyond original scope may incur additional fees.
We provide services with reasonable skill and care consistent with industry standards. We don't guarantee specific results unless explicitly stated in writing.
Service fees are specified in statements of work or service agreements. All fees are in US dollars unless otherwise stated.
Payment terms vary by engagement type:
Specific payment schedules are defined in service agreements.
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.
Reasonable expenses related to service delivery (travel, software licenses, etc.) are billed separately unless included in fixed-price agreements.
You retain ownership of your existing intellectual property, data, and materials provided to us.
Ownership of work product created during engagements depends on service type:
Specific ownership terms are defined in service agreements.
We retain ownership of our pre-existing intellectual property, including methodologies, tools, and frameworks used to deliver services.
Some services may involve third-party software or tools. You're responsible for obtaining appropriate licenses for such tools.
Both parties will protect confidential information shared during engagements. Confidential information includes:
Confidential information doesn't include:
We protect your confidential information with the same care we protect our own. We limit access to employees with legitimate need to know.
When we process your data during service delivery, we act as a data processor. You remain the data controller responsible for data privacy compliance.
We implement reasonable security measures to protect data we process on your behalf. Specific security requirements can be addressed in service agreements.
If we discover a security breach affecting your data, we'll notify you promptly and cooperate in remediation efforts.
You're responsible for ensuring your use of our services complies with applicable data protection laws (GDPR, CCPA, HIPAA, etc.).
We warrant that:
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.
OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM SERVICES IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.
WE'RE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THIS INCLUDES LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
Liability limitations don't apply to:
You'll indemnify Five 9 against claims arising from:
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.
Service agreements continue for their specified term unless terminated earlier.
Either party can terminate with 30 days written notice, unless otherwise specified in service agreements.
Either party can terminate immediately if the other party:
Upon termination:
If disputes arise, we'll first attempt to resolve through good-faith negotiation between senior representatives.
If negotiation fails, disputes will be submitted to mediation before formal legal action.
If mediation fails, disputes will be resolved through binding arbitration in accordance with American Arbitration Association rules.
Either party can seek injunctive relief in court for intellectual property violations or confidentiality breaches.
These terms are governed by Colorado law, without regard to conflict of law principles.
Service agreements, including these terms and statements of work, constitute the entire agreement between parties.
We may update these terms periodically. Continued use after changes indicates acceptance. Material changes affecting active engagements require your consent.
You can't assign service agreements without our written consent. We can assign to affiliates or in connection with mergers or acquisitions.
Neither party is liable for delays caused by events beyond reasonable control (natural disasters, acts of war, pandemics, etc.).
If any provision is found invalid or unenforceable, the rest of the terms remain in effect.
Failure to enforce any provision doesn't waive our right to enforce it later.
We're independent contractors, not employees, agents, or partners.
Five 9, 8310 S. Valley Highway, Suite 300, Englewood, CO
