Last updated: October 25, 2025
These Consulting Terms (the “Terms”) govern all consulting engagements between Johnny Bravo d/b/a “DAx“ (“DAx,” “we,” or “us”) and the contracting client (“Client,” “you”). Any signed Engagement Letter / Order Form (the “Engagement Letter”) that references these Terms and describes scope, fees, and timing is incorporated here by reference. Together, the Engagement Letter and these Terms form the “Agreement.”
If these Terms ever conflict with the Engagement Letter, the Engagement Letter controls for commercial items (scope, fees, dates); otherwise, these Terms control.
1) Scope of Services
DAx provides questionnaires/surveys, interviews, analysis, workshops, and written deliverables focused on defensibility, screening processes, and compliance-minded operations (the “Services”). We do not provide software, hosting, or integrations under these Terms.
Client Responsibilities. You’ll (a) provide accurate information and access to relevant personnel, (b) designate a single point of contact empowered to make decisions, and (c) review and accept deliverables in a timely manner.
2) No Legal Advice; Not a CRA
DAx provides educational and operational consulting. We do not provide legal advice, and nothing in the Services should be relied on as legal counsel. You should consult your attorneys for legal decisions.
DAx is not a consumer reporting agency and does not furnish “consumer reports” or make eligibility determinations. You retain all decision-making and adverse-action responsibilities.
3) Data Boundaries (No Consumer PII)
Our questionnaires and workpapers are designed to capture business-process information only. Do not submit consumer personal information (e.g., applicant SSNs, dates of birth, credit files, criminal reports). If such data is inadvertently provided, we may delete or return it and may charge reasonable handling time.
We may process limited business contact information for your personnel (name, work email/phone, role) to deliver the Services. For website and inquiry-form data, see our Privacy Policy.
4) Confidentiality
Each party may disclose confidential, non-public information (“Confidential Information”). The receiving party will: (a) use it only to perform under the Agreement, (b) protect it with reasonable care, and (c) not disclose it to third parties except to employees/contractors bound by similar duties. Exclusions: information that is public, independently developed, or rightfully received without duty. Confidentiality obligations survive for 2 years after the Agreement ends (longer for trade secrets, as allowed by law).
5) Fees, Invoicing, Taxes, Expenses
Invoices are due upon receipt. Fees are as stated in the Engagement Letter. Undisputed amounts not received may incur a 1.5%/month (or the maximum lawful) charge. Fees exclude taxes; Client is responsible for applicable taxes (excluding DAx’s income taxes). Client will reimburse DAx for reasonable, pre-approved out-of-pocket expenses actually incurred in providing the Services.
6) Deliverables, IP, and License
- Client Materials. You retain all rights to materials you provide. You grant DAx a limited license to use them solely to perform the Services.
- DAx Materials. DAx retains all rights to its pre-existing and general know-how, methodologies, tools, templates, frameworks, and checklists (“DAx Materials”).
- Deliverables. Upon full payment, DAx grants Client a perpetual, non-exclusive, non-transferable license to use the final written deliverables internally for Client’s business. You may share excerpts internally and with your counsel/auditors. Public use (e.g., marketing) requires DAx’s express written consent.
- No Training Data Use. DAx will not sell deliverables or use Client Confidential Information to train public models.
7) Publicity
DAx may identify Client by name and logo as a customer on DAx’s website and in non-misleading client lists or capability decks, unless Client opts out by written notice. Any testimonials, quotes, or case studies require Client’s express written consent.
8) Scheduling, Acceptance, and Change Control
We will work in good faith to meet the timeline in the Engagement Letter. Deliverables are deemed accepted upon the earlier of (a) written acceptance or (b) 10 business days after delivery without a specific, documented non-conformance to the agreed scope. Material changes to scope, assumptions, or schedule require a mutual written change and may adjust fees.
9) Term, Termination, and Effects
The Agreement begins on the Effective Date of the Engagement Letter and continues until completion of the Services, unless terminated earlier.
Either party may terminate for convenience on 7 days’ written notice. If terminated, Client will pay for work performed and committed, non-cancelable expenses through the termination effective date. Sections that by nature should survive (e.g., Fees, Confidentiality, IP/License, Disclaimers, Liability, Governing Law) will survive.
10) Warranties and Disclaimers
DAx warrants the Services will be performed in a professional and workmanlike manner by qualified personnel. To the maximum extent permitted by law, all other warranties are disclaimed, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are responsible for how you use the deliverables and any decisions you make.
11) Limitation of Liability
Cap. Each party’s aggregate liability arising out of or related to the Agreement will not exceed the fees actually paid by Client to DAx under the applicable Engagement Letter in the six (6) months immediately preceding the event giving rise to the claim.
Excluded Damages. Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or lost profits/revenue, even if advised of the possibility.
Carve-outs. The foregoing limits do not limit: (i) Client’s payment obligations; or (ii) liability resulting from a party’s intentional misconduct or willful breach of Section 4 (Confidentiality).
12) Compliance and Ethics
Each party will comply with applicable laws in performing the Agreement. Client is responsible for its own compliance programs and decisions, including FCRA/HUD/GLBA and state or local requirements, as applicable to Client’s business.
13) Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control (e.g., natural disasters, labor disputes, acts of government, widespread internet/cloud outages), provided the affected party uses commercially reasonable efforts to mitigate and resume performance.
14) Notices
Legal notices must be in writing and sent to the addresses in the Engagement Letter (or updated in writing). Email notices are acceptable if a delivery receipt is obtained; otherwise use a recognized courier.
15) Governing Law; Venue
This Agreement is governed by the laws of California (without regard to conflicts rules). The parties consent to the exclusive jurisdiction and venue of (a) the Superior Court of California, County of Riverside, or (b) the United States District Court for the Central District of California, Eastern Division (Riverside), for any action arising out of or relating to this Agreement. Each party waives any objection to venue or forum non conveniens in those courts.
16) Entire Agreement; Order of Precedence; Updates
This Agreement is the entire agreement between the parties regarding the Services and supersedes prior discussions. Any changes must be in writing and signed by both parties (email acceptance okay if clearly indicated by both sides).
If DAx publishes updated Consulting Terms, the version referenced by the Engagement Letter applies to that engagement unless the parties agree otherwise in writing.
17) Severability; Assignment
If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. Neither party may assign the Agreement without the other’s consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets (with notice).
18) Contact Us
Questions about these Consulting Terms?
DAx — Attn: Consulting
Email: hello@daxdefense.com
OR
Reach out directly at https://www.daxdefense.com/dax-consulting/