Terms of Service

Effective Date: May 7, 2026  ·  Last Updated: May 7, 2026

These Terms of Service ("Terms") govern your access to the Cirta LLC website (cirta.biz) and the management-consulting, advisory, and project-management services provided by Cirta LLC ("Cirta," "we," "our," or "us"). By accessing the website, requesting a proposal, signing a Statement of Work, or making payment to Cirta, you ("Client" or "you") agree to these Terms.

1. Definitions

• "Services" means the management consulting, business advisory, project management, and related professional services provided by Cirta.
• "SOW" means a Statement of Work, engagement letter, proposal, or order form executed between Cirta and Client describing the scope, deliverables, fees, and timeline of an engagement.
• "Deliverables" means reports, analyses, models, presentations, frameworks, written recommendations, and other work product Cirta produces for the Client under an SOW.
• "Fees" means the amounts payable by Client for the Services as stated in the applicable SOW.

2. Acceptance of Terms

By engaging Cirta — whether through a signed SOW, written or electronic acceptance of a proposal, payment of an invoice, or use of any deliverable — you confirm that you have read, understood, and agreed to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "Client" refers to that entity.

3. Scope of Services

Cirta provides advisory and consulting services in areas including but not limited to: strategic planning, operational and process optimization, project and program management, technology and AI integration, financial systems and reporting, data analytics, cybersecurity advisory, and management consulting (MCC 8742 — Management Consulting Services).

The specific services to be performed for any given engagement, together with deliverables, timeline, fees, and any deviations from these Terms, are set out in the applicable SOW. In the event of conflict between these Terms and an SOW, the SOW prevails for that engagement.

Cirta will perform the Services with reasonable skill, care, and diligence consistent with professional consulting standards. Cirta does not guarantee specific business outcomes, financial results, or commercial success — the realization of value depends on Client's implementation, market conditions, and other factors outside Cirta's control.

4. Engagement Process

Each engagement begins with a scoping discussion, followed by a written SOW signed by both parties. Work commences upon SOW execution and, where applicable, receipt of the initial payment specified therein. Changes to scope, deliverables, or timeline require a written change order signed by both parties.

5. Fees & Payment

5.1 Fees

Fees are stated in each SOW and may take the form of fixed-fee project pricing, monthly retainers, day-rate or hourly billing, or milestone-based payments. Unless otherwise specified, fees are quoted in U.S. dollars (USD) and are exclusive of applicable taxes, withholding, bank fees, and currency-conversion costs, which are the Client's responsibility.

5.2 Payment Method & Stripe

Payments are processed through Stripe Payments, our third-party payment processor. By making payment, Client agrees to Stripe's Services Agreement and Privacy Policy. Stripe is a PCI-DSS Level 1 certified processor; Cirta does not receive, store, or transmit raw payment-card data.

Other accepted methods (where offered in an SOW) include bank wire transfer, ACH, and select alternative payment platforms.

5.3 Invoicing & Due Dates

Unless an SOW specifies otherwise, invoices are due net fifteen (15) days from issue date. Retainers are billed in advance for the upcoming service period. Project milestones are invoiced upon completion of the milestone.

5.4 Late Payment

Amounts unpaid after the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Wyoming law. Cirta may suspend Services and withhold delivery of work product for any account more than fifteen (15) days past due, and may recover reasonable collection costs and legal fees incurred in recovering overdue amounts.

5.5 Currency & Conversion

Where the Client pays in a currency other than USD, the Client bears all foreign-exchange and conversion costs. The amount due in USD as stated on the invoice is the controlling amount.

6. Refund & Cancellation Policy

Because Cirta's Services are professional advisory work that is delivered on a time- and effort-basis, refunds are evaluated on a case-by-case basis. The following framework applies:

• Work performed. Fees for Services already rendered, time already billed, or milestones already delivered are non-refundable.
• Pre-paid retainers. Where a Client has pre-paid a retainer and elects to terminate before the retainer period concludes, Cirta will assess the unused portion in good faith and may issue a pro-rated credit or refund at its discretion, less any committed costs and minimum-engagement amounts.
• Project deposits. Initial deposits required to reserve capacity and commence work are non-refundable once work has begun, except in cases of material default by Cirta.
• Material default. Where Cirta has materially failed to perform the Services and has been given a reasonable opportunity to cure, Client is entitled to a refund of fees paid for the unperformed portion of the Services.

To request a refund, Client must submit a written request to billing@cirta.biz setting out the basis of the request. Cirta will respond within ten (10) business days. Approved refunds are processed through the original payment channel within fifteen (15) business days of approval.

7. Chargebacks & Payment Disputes

Before initiating a chargeback, dispute, or reversal with a card issuer, bank, or payment processor, Client agrees to first contact Cirta in good faith at billing@cirta.biz to attempt resolution. Most billing disputes can be resolved bilaterally and substantially faster than through the chargeback process.

Chargebacks initiated without prior written notice to Cirta, or in respect of legitimate fees for Services rendered, may be contested by Cirta with full supporting documentation (signed SOW, deliverables, communications, time records). If a chargeback is determined to be unjustified, Client remains liable for the disputed amount, plus chargeback fees imposed by the processor and reasonable administrative costs.

8. Intellectual Property

8.1 Cirta Materials

All methodologies, frameworks, templates, tools, models, know-how, and proprietary materials developed by Cirta independent of any specific engagement remain the sole property of Cirta, including improvements made during an engagement. Cirta grants the Client a non-exclusive, perpetual, royalty-free license to use such materials solely as embedded in the Deliverables for the Client's internal business purposes.

8.2 Deliverables

Upon full payment of all Fees due under an SOW, the Client owns the Deliverables produced specifically for that engagement, excluding any Cirta-owned materials they incorporate (which remain governed by Section 8.1).

8.3 Client Materials

The Client retains all rights to information, data, content, and materials it provides to Cirta. The Client grants Cirta a limited license to use such materials solely to perform the Services.

9. Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other in connection with the Services and use it solely to perform or receive the Services. Confidential information excludes information that is or becomes publicly available without breach, was already known to the receiving party, or is independently developed without reference to the disclosing party's information. Confidentiality obligations survive termination for five (5) years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

10. Data Protection

Each party agrees to comply with applicable data-protection laws (including the GDPR, UK GDPR, and CCPA/CPRA) in connection with the Services. Where Cirta processes personal data on behalf of the Client, the parties shall enter into a data-processing addendum upon request. The handling of personal data through this website is described in our Privacy Policy.

11. Warranties & Disclaimers

Cirta warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND CIRTA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Cirta does not warrant any specific business, financial, or commercial outcome.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• NEITHER PARTY shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or lost business opportunities, however caused and under any theory of liability, even if advised of the possibility of such damages.
• Cirta's total aggregate liability arising out of or relating to these Terms or any SOW shall not exceed the fees actually paid by the Client to Cirta in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law (including liability for fraud, willful misconduct, or gross negligence).

13. Indemnification

Each party shall indemnify and hold the other harmless from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of these Terms, subject to prompt notice, sole control of defense by the indemnifying party, and reasonable cooperation by the indemnified party.

14. Term & Termination

Either party may terminate an SOW (i) for material breach by the other party that remains uncured fifteen (15) days after written notice, or (ii) for convenience with thirty (30) days' written notice, unless the SOW provides otherwise. Upon termination, the Client shall pay for all Services performed and reimbursable expenses incurred through the effective termination date. Sections that by their nature should survive termination — including Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 16, 17, and this Section 14 — shall survive.

15. Force Majeure

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, government action, pandemic, internet or utility outage, or labor disturbance, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

16. Governing Law & Dispute Resolution

These Terms and any SOW are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or any SOW shall first be addressed through good-faith negotiation between senior representatives of the parties for thirty (30) days. If unresolved, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator. The seat of arbitration shall be Sheridan, Wyoming; the language shall be English. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Class-action waiver. The parties agree that disputes shall be resolved on an individual basis and not in any class, consolidated, or representative action.

17. General

• Entire agreement. These Terms, together with any executed SOW, constitute the entire agreement between the parties and supersede prior or contemporaneous communications.
• Amendments. Cirta may update these Terms from time to time; the version posted on cirta.biz on the date an SOW is executed governs that engagement. Material changes will be communicated through the website or by direct notification where appropriate.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Independent contractors. Cirta performs the Services as an independent contractor; nothing creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices must be in writing and sent to the addresses below (or the Client's address on file) by email with confirmation of receipt or by recognized international courier.

18. Contact

For questions about these Terms, billing, or dispute resolution:

Cirta LLC
30 N Gould St #64334
Sheridan, WY 82801, United States
Email: legal@cirta.biz  ·  billing@cirta.biz
Phone: (307) 340-7990

These Terms are provided in English. Where translations are made available, the English version shall prevail in case of conflict.