Terms and Conditions – Metamorphosis Consulting, LLC

Last Updated: April 5, 2026

These Terms and Conditions (“Agreement”) govern the relationship between Metamorphosis Consulting, LLC (“Company,” “we,” “us,” or “our”) and any individual or entity (“Client” or “you”) that engages our services or accesses our website. By engaging our services, signing a service agreement, or using our website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

If you do not agree to these Terms and Conditions, do not use our services or website.

1. Services

1a. Scope of Services

Metamorphosis Consulting, LLC provides the following categories of services (collectively, the “Services”):

Managed IT Services — IT consulting, infrastructure management, helpdesk support, and technology strategy.
IT Coaching & Mentorship — Business coaching, technology leadership development, and strategic advisory services.
Cybersecurity Services — Security assessments, endpoint protection, threat monitoring, security operations center (SOC) services, dark web monitoring, email phishing training, and related security programs including the Cyber Insurance Fast Track Program.
AI Automation — Workflow automation, AI tool integration, process optimization, and related implementation services.
Branding & Marketing — Brand strategy, social media management, digital marketing campaigns, and related creative services.
Web Hosting & Digital Presence — Website hosting, maintenance, and related infrastructure services.

The specific scope, deliverables, and pricing for each engagement are defined in a separate Statement of Work, Service Order, or written agreement (“Service Order”) between the parties. In the event of a conflict between this Agreement and a Service Order, this Agreement shall control unless the Service Order explicitly states otherwise.

1b. Changes to Services

We reserve the right to modify, suspend, or discontinue any Service at any time with thirty (30) days written notice to Client. We will not be liable to you or any third party for any modification, suspension, or discontinuation of Services provided such notice is given.

2. Payment Terms

2a. Fees

Client agrees to pay all fees set forth in the applicable Service Order. Monthly recurring fees are billed in advance at the beginning of each billing cycle. Project-based and one-time fees are due as specified in the applicable Service Order.

2b. Late Payment

Invoices not paid within thirty (30) days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to suspend Services for any account with an outstanding balance exceeding thirty (30) days past due, without liability to Client for any resulting service interruption.

2c. Disputed Charges

Client must notify us in writing of any disputed invoice within fifteen (15) days of receipt. Failure to notify us within this period constitutes acceptance of the invoice as accurate.

2d. Taxes

Client is responsible for all applicable sales, use, excise, or other taxes arising from the Services, excluding taxes on our net income.

3. Disclaimer of Warranties

ALL SERVICES PROVIDED BY METAMORPHOSIS CONSULTING, LLC ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METAMORPHOSIS CONSULTING, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE;
ANY WARRANTY THAT DEFECTS OR ERRORS WILL BE CORRECTED;
ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR RESULTS DELIVERED THROUGH THE SERVICES;
ANY WARRANTY THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS OUTCOME.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METAMORPHOSIS CONSULTING, LLC, ITS EMPLOYEES, OR AGENTS SHALL CREATE A WARRANTY. CLIENT ASSUMES ALL RISK ASSOCIATED WITH USE OF THE SERVICES AND ANY RELIANCE UPON THEM.

This disclaimer applies to all Services, including but not limited to Managed IT Services, Cybersecurity Services, AI Automation, Branding & Marketing, IT Coaching & Mentorship, and Web Hosting.

4. Limitation of Liability

4a. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METAMORPHOSIS CONSULTING, LLC’S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY — EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO METAMORPHOSIS CONSULTING, LLC FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE ONE (1) CALENDAR MONTH IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

This limitation applies separately to each Service line. For example, a claim arising from Managed IT Services shall be limited to one month of fees paid for Managed IT Services; a claim arising from Cybersecurity Services shall be limited to one month of fees paid for Cybersecurity Services; and so forth.

4b. Exclusion of Consequential and Other Damages

IN NO EVENT SHALL METAMORPHOSIS CONSULTING, LLC BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS;
BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY;
COST OF SUBSTITUTE SERVICES OR PROCUREMENT OF REPLACEMENT GOODS;
DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, OR DESTRUCTION OF, CLIENT’S DATA, TRANSMISSIONS, OR SYSTEMS;
DAMAGES ARISING FROM ANY SECURITY BREACH, RANSOMWARE ATTACK, CYBERATTACK, OR DATA LOSS, EVEN IF METAMORPHOSIS CONSULTING, LLC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE EXCLUSIONS APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR METAMORPHOSIS CONSULTING, LLC HAD BEEN ADVISED OF THEIR POSSIBILITY.

4c. Essential Basis

Client acknowledges that the limitations of liability set forth in this Section 4 are a fundamental element of the basis of the bargain between the parties and that Metamorphosis Consulting, LLC would not have entered into this Agreement without such limitations. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

4d. Notice of Claims

Client must provide written notice of any claim against Metamorphosis Consulting, LLC within ninety (90) days of the date on which Client first becomes aware of the circumstances giving rise to the claim. Failure to provide timely notice shall bar the claim in its entirety.

5. Cybersecurity Services — Special Disclaimers

Client expressly acknowledges and agrees that:

No cybersecurity solution, tool, or service can guarantee the prevention of all security breaches, cyberattacks, ransomware incidents, data theft, or unauthorized access. Metamorphosis Consulting, LLC makes no guarantee that its Cybersecurity Services will prevent any particular security incident.
Cybersecurity threats evolve continuously. Our services are designed to reduce risk, not to eliminate it. Client assumes all residual risk associated with operating in a connected technology environment.
Client is responsible for maintaining an appropriate security posture within its own environment, including keeping software and systems patched and updated, enforcing access controls, training employees, and following security best practices recommended by Metamorphosis Consulting, LLC.
Metamorphosis Consulting, LLC does not provide legal, regulatory, or compliance advice. Any guidance provided in connection with Cybersecurity Services is operational in nature and does not constitute advice regarding HIPAA, PCI-DSS, SOC 2, or any other regulatory framework. Client assumes full responsibility for its own regulatory compliance.
The Cyber Insurance Fast Track Program is designed to assist Client in improving its security posture and does not guarantee that Client will qualify for, obtain, or maintain any particular cyber insurance policy, rate, or coverage.

6. Web Hosting — Uptime, SLA, and Service Credits

6a. Uptime Objective

Metamorphosis Consulting, LLC strives to maintain a monthly uptime percentage of 99.9% for web hosting services (“Uptime Objective”). The Uptime Objective is a target and is not a guarantee or warranty. We are dependent on underlying third-party infrastructure providers, data centers, network carriers, and internet backbone services that are outside our direct control.

6b. Sole and Exclusive Remedy — Service Credit

In the event that web hosting services experience unplanned downtime that causes the monthly uptime percentage to fall below 99.9% in any given calendar month, and such downtime is directly attributable to Metamorphosis Consulting, LLC (and not to any Excluded Event as defined below), Client’s sole and exclusive remedy shall be a credit equal to one (1) month of the hosting fees paid by Client for the affected service (“Service Credit”).

Service Credits must be requested in writing within thirty (30) days following the end of the affected calendar month. Credits will be applied to the Client’s next invoice and have no cash value. Only one (1) Service Credit is available per calendar month regardless of the duration or number of separate downtime events. Service Credits are Client’s exclusive remedy for any service interruption and shall not be construed as an admission of fault or liability.

6c. Excluded Events

The following events are excluded from uptime calculations and do not give rise to Service Credits:

Scheduled maintenance windows communicated at least twenty-four (24) hours in advance;
Force Majeure Events as defined in Section 7;
Acts or omissions of Client, including unauthorized modifications, misconfigurations, or overloading of hosted resources;
Distributed denial-of-service (DDoS) attacks, cyberattacks, or other malicious acts directed at Client’s hosted environment;
Failure or degradation of third-party services not under our direct operational control, including internet service providers, cloud infrastructure providers (e.g., AWS, Azure, Google Cloud), domain registrars, or CDN providers;
DNS propagation delays;
Downtime periods of less than five (5) consecutive minutes;
Client’s failure to maintain current payment on its account.

7. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to:

Acts of God, including earthquakes, floods, hurricanes, tornadoes, ice storms, lightning, wildfires, and other natural disasters;
Pandemic, epidemic, public health emergency, or government-mandated quarantine;
Acts of war, terrorism, civil unrest, insurrection, or riot;
Failure of third-party infrastructure, data centers, internet backbone providers, or power grids;
Actions or inactions of governmental bodies, including regulatory orders, embargoes, or sanctions;
Strikes, labor disputes, or other workforce disruptions not caused by the affected party;
Widespread cyberattacks or infrastructure failures affecting the industry broadly;
Any other event beyond a party’s reasonable control despite the exercise of commercially reasonable precautions (each, a “Force Majeure Event”).

The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing; (b) use commercially reasonable efforts to mitigate the impact and resume performance as quickly as practicable; and (c) keep the other party informed of progress toward resumption. If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, either party may terminate the affected Service Order upon written notice without further liability.

8. Disaster Recovery Services

8a. Nature of Disaster Recovery Services

Where Disaster Recovery or Business Continuity services are included in a Service Order, Client acknowledges and agrees that:

Disaster Recovery services are designed to reduce recovery time and data loss in the event of a disaster. They do not eliminate the risk of data loss, recovery failure, or extended downtime.
Successful recovery depends on factors outside Metamorphosis Consulting, LLC’s control, including the integrity of Client’s source data, the condition of Client’s hardware and network infrastructure, the nature and scope of the disaster event, third-party software and platform dependencies, and the cooperation and responsiveness of Client’s personnel.
Metamorphosis Consulting, LLC does not guarantee any specific recovery time objective (RTO) or recovery point objective (RPO) unless such specific objectives are expressly stated in a signed Service Order. Any RTO or RPO stated in a Service Order represents a target, not a guarantee.
We do not guarantee the integrity or completeness of backup data. Client is responsible for periodically verifying backups and notifying us promptly of any detected failures.
Cloud or virtual disaster recovery environments are provided for emergency use and temporary operation only and are not intended as permanent production environments.

8b. Liability in Disaster Recovery Scenarios

In the event of a data loss, recovery failure, or extended outage, Metamorphosis Consulting, LLC’s total liability shall be limited as set forth in Section 4 of this Agreement. Client expressly waives any claim for lost profits, lost data value, business interruption, or other consequential damages arising from a disaster recovery event.

8c. Client Responsibilities

Client is responsible for: (a) maintaining adequate and current backups independent of any Disaster Recovery Services provided by us; (b) promptly testing recovery procedures when requested; (c) maintaining and providing accurate documentation of its IT environment; and (d) notifying Metamorphosis Consulting, LLC immediately upon detecting any incident that may trigger a disaster recovery event.

9. Client Responsibilities

Client agrees to:

Provide Metamorphosis Consulting, LLC with timely access, information, authorizations, and cooperation reasonably necessary to perform the Services;
Maintain a safe and lawful IT environment and refrain from using Services in connection with any unlawful activity;
Ensure that all software, content, and systems provided or made accessible to Metamorphosis Consulting, LLC are properly licensed and do not infringe the rights of any third party;
Notify Metamorphosis Consulting, LLC promptly of any known or suspected security incident, breach, or unauthorized access;
Maintain independent backups of all critical data, regardless of any backup services provided under this Agreement;
Implement and enforce security policies and employee training as recommended by Metamorphosis Consulting, LLC;
Remain current on all undisputed payments throughout the term of the engagement.

Metamorphosis Consulting, LLC shall not be liable for any failure or degradation of Services caused directly or indirectly by Client’s failure to meet its responsibilities under this Section.

10. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party (“Confidential Information”). Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) use Confidential Information only for purposes of performing or receiving Services under this Agreement; and (c) not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to employees or contractors who need to know such information and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice and cooperates with any effort to limit disclosure.

11. Intellectual Property

Unless otherwise specified in a signed Service Order, all work product, deliverables, tools, methodologies, frameworks, software, and intellectual property created by Metamorphosis Consulting, LLC in connection with the Services remain the sole property of Metamorphosis Consulting, LLC. Upon full payment of all fees, Client receives a non-exclusive, non-transferable license to use deliverables for Client’s internal business purposes.

Client retains all ownership of its pre-existing data, content, and intellectual property provided to Metamorphosis Consulting, LLC. Client grants us a limited license to use such materials solely to the extent necessary to perform the Services.

12. Indemnification

12a. Client Indemnification of Company

Client agrees to defend, indemnify, and hold harmless Metamorphosis Consulting, LLC and its officers, directors, employees, agents, subcontractors, and successors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s breach of this Agreement; (b) Client’s negligence or willful misconduct; (c) Client’s use of Services in violation of applicable law; (d) any claim that Client’s data, content, or systems infringe the intellectual property or other rights of any third party; or (e) Client’s failure to maintain required software licenses or regulatory compliance.

12b. Company Indemnification of Client

Metamorphosis Consulting, LLC agrees to defend, indemnify, and hold harmless Client from and against third-party claims arising directly from our gross negligence or willful misconduct in performing the Services, subject to the limitations of liability set forth in Section 4.

13. Term and Termination

13a. Term

This Agreement commences on the date Client first engages our Services and continues until terminated in accordance with this Section. Individual Service Orders may specify their own term commitments.

13b. Termination for Convenience

Either party may terminate this Agreement or any Service Order upon thirty (30) days prior written notice. Client remains obligated to pay all fees accrued through the effective date of termination, including any minimum term commitments specified in a Service Order.

13c. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) becomes the subject of bankruptcy, receivership, or similar proceedings.

13d. Effect of Termination

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party shall promptly return or destroy the other party’s Confidential Information; (c) Sections 3, 4, 5, 7, 10, 12, and 15 of this Agreement shall survive termination indefinitely.

14. Acceptable Use

Client agrees not to use Services in connection with any activity that: (a) violates any applicable local, state, federal, or international law or regulation; (b) infringes the intellectual property, privacy, or other rights of any third party; (c) involves the transmission of spam, malware, or other malicious code; (d) facilitates unauthorized access to systems or data; (e) involves harassment, defamation, or abusive conduct; or (f) could damage, disable, or impair our infrastructure or the experience of other clients.

We reserve the right to immediately suspend Services, without liability, if Client engages in any prohibited use.

15. General Provisions

15a. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered under the rules of the American Arbitration Association in Ohio. Nothing in this Section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.

15b. Entire Agreement

This Agreement, together with any applicable Service Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral. No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of both parties.

15c. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

15d. Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

15e. Assignment

Client may not assign this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of our assets upon written notice to Client.

15f. Changes to These Terms

We reserve the right to update these Terms and Conditions at any time. We will provide at least thirty (30) days written notice of material changes. Continued use of Services after the effective date of any changes constitutes acceptance of the updated Terms. Clients with active Service Orders will not be bound by changes that materially reduce their rights without their written consent.

15g. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall create or be deemed to create any rights in any third party.

16. Contact Information

Questions regarding these Terms and Conditions should be directed to:

Metamorphosis Consulting, LLC
Email: sales@metacllc.com
Phone: (740) 759-0680
Website: www.metacllc.com