Terms of Service
Last Updated: July 18, 2025
Welcome to Cerulean Atlantic Corporation ("Cerulean Atlantic," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our technology consulting services, our website, and our client portal (collectively, the "Services").
By engaging our Services, you ("Client," "you") agree to be bound by these Terms. This is a legally binding agreement. Please read it carefully.
1. Scope of Services and Statements of Work (SOWs)
Cerulean Atlantic provides enterprise resource planning (ERP), human capital management (HCM), and business intelligence (BI) consulting services, including but not limited to software implementation, customization, data migration, change management, and post-implementation support. The specific scope of work, deliverables, project timelines, fees, and other material terms for each engagement will be detailed in a separate Statement of Work (SOW) signed by both parties. Each SOW will be incorporated by reference into these Terms. In the event of a conflict between these Terms and an SOW, the terms of the SOW will prevail.
2. Client Responsibilities and Covenants
You agree to provide timely and accurate information, access to necessary personnel and systems, and full cooperation required for us to perform the Services. You shall designate a primary contact authorized to make decisions and grant approvals on your behalf. You are solely responsible for the accuracy, quality, legality, and integrity of any data you provide to us ("Client Data"). You represent and warrant that you have all necessary rights, consents, and permissions to provide the Client Data to us for processing in connection with the Services.
3. Data Ownership and License
You retain all right, title, and interest in and to your Client Data. You grant to Cerulean Atlantic a non-exclusive, worldwide, royalty-free license to use, copy, modify, and otherwise process Client Data solely for the purpose of providing the Services as outlined in the applicable SOW. We will not use Client Data for our own marketing, research, or any other purpose not expressly authorized by you in writing.
4. Confidentiality
"Confidential Information" includes, but is not limited to, Client Data, the terms of any SOW, and any proprietary business, financial, or technical information shared by either party that is marked as "confidential" or would reasonably be understood to be confidential. Both parties agree to: (a) hold each other's Confidential Information in strict confidence; (b) use it solely for the purposes of this Agreement; and (c) not disclose it to any third party without prior written consent, except as required by law or to subcontractors who are bound by written confidentiality obligations at least as restrictive as those herein. Each party's confidentiality obligations shall survive the termination of this Agreement for a period of five (5) years, provided that obligations concerning trade secrets shall survive indefinitely.
5. Intellectual Property
We retain all right, title, and interest in and to all of our pre-existing intellectual property, including our methodologies, tools, software, know-how, and any improvements or derivative works thereof ("Cerulean Atlantic IP"). Upon your full and final payment of all associated fees for a given SOW, we grant you a non-exclusive, perpetual, worldwide, royalty-free license to use any Cerulean Atlantic IP that is incorporated into the final deliverables, solely for your internal business purposes. You retain ownership of your pre-existing intellectual property. You will own the deliverables specifically created for you under an SOW ("Custom Deliverables"), upon full payment. For the avoidance of doubt, Custom Deliverables shall not include any Cerulean Atlantic IP.
6. Fees, Payment, and Taxes
Payment terms will be specified in the applicable SOW. Unless otherwise stated, all invoices are due within thirty (30) days of the invoice date. Late payments will be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases.
7. Disclaimer of Warranties
THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CERULEAN ATLANTIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CERULEAN ATLANTIC CORPORATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OF ANY THIRD PARTY; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. Indemnification
You agree to defend, indemnify, and hold harmless Cerulean Atlantic Corporation, its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to, reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your Client Data caused damage to a third party. This indemnification obligation will survive the termination of this Agreement.
10. Dispute Resolution, Governing Law, and Arbitration
Governing Law: These Terms and any dispute arising out of or in connection with them will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.
Exclusive Venue: Any legal action or proceeding will be brought exclusively in the federal or state courts located in the City of Richmond, Virginia, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in Richmond, Virginia. The arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules. THE PARTIES AGREE THAT THE ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. BY ENTERING INTO THIS AGREEMENT, YOU AND CERULEAN ATLANTIC CORPORATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
11. Term and Termination
The term of this Agreement will commence on the date you first engage our Services and will continue until all SOWs have expired or been terminated. Either party may terminate an SOW for cause if the other party materially breaches this Agreement or the SOW and fails to cure such breach within thirty (30) days of written notice. We may suspend your access to the Services immediately if you are in breach of your payment obligations.
12. General Provisions
Entire Agreement: These Terms, along with any SOWs and Data Processing Addendum (if applicable), constitute the entire agreement between you and Cerulean Atlantic Corporation and supersede all prior understandings.
Changes to Terms: We reserve the right, in our sole discretion, to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes by posting the new Terms on our website and notifying active clients. Your continued use of the Services after the effective date of such changes constitutes your acceptance of the new Terms.
Assignment: You may not assign any of your rights or delegate any of your obligations hereunder without our prior written consent.
Severability: If any provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision.
Contact Information: For any questions about these Terms, please contact us at legal@ceruleanatlantic.consulting.
Privacy Policy
Last Updated: July 18, 2025
Cerulean Atlantic Corporation ("Cerulean Atlantic," "we," "us," or "our") is committed to protecting your privacy. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website or use our Services.
This Policy distinguishes between data for which we are the "Controller" and data for which we are the "Processor."
1. Information We Collect
A. Information We Collect as a Data Controller:
Website and Marketing Information: We collect personal information when you fill out a contact form or upload a Request for Proposal (RFP), which may include your name, title, company name, email, and phone number.
Automatically Collected Information: We use services like Google Analytics to collect information about your use of our website, such as your IP address, browser type, and pages viewed.
Cookies: We use cookies to analyze web traffic and improve website functionality. You can control the use of cookies at the individual browser level.
B. Information We Process on Behalf of Our Clients (as a Data Processor):
Client Data: In providing our Services, we process data on behalf of our clients. This data is controlled by our clients and may include sensitive employee data (e.g., names, tax information, payroll data), financial data, and operational data. The handling of this data is strictly governed by our agreement with our client, including a Data Processing Addendum (DPA). We act only on the instructions of our clients when processing Client Data.
2. How We Use Your Information
As a Data Controller: To operate our website, respond to your inquiries, send you marketing communications (from which you can opt-out), and improve our offerings.
As a Data Processor: To provide the Services to our clients as specified in our agreements. We will never sell or use Client Data for our own commercial purposes.
3. How We Share Your Information
We do not sell your personal information. We may share information with third-party vendors and service providers ("Sub-processors") that perform services for us, under strict confidentiality and data processing agreements. A list of our current Sub-processors is available upon request. We may also disclose information if required by law.
4. Data Security
We implement and maintain robust administrative, technical, and physical security measures to protect the information we process. These measures include:
- Encryption: Encrypting data in transit and at rest.
- Access Controls: Restricting access to information on a "need-to-know" basis.
- Security Training: Providing regular security and privacy training (including HIPAA awareness where applicable) to our employees.
- Incident Response: Maintaining a documented incident response plan.
While we take reasonable precautions, no security system is impenetrable.
5. Data Retention
Controller Data: We retain personal data we control for as long as necessary to fulfill the purposes for which it was collected or as required by law.
Processor Data (Client Data): We retain Client Data for the duration of the project as instructed by the client. Upon termination, we will, at the client's choice, return or permanently delete all Client Data from our systems within ninety (90) days, unless retention is required by law.
6. Your Data Rights under the Virginia VCDPA
As a Virginia-based company, we comply with the Virginia Consumer Data Protection Act (VCDPA). If you are a Virginia resident, you have the right to:
- Access: Confirm if we are processing your personal data and access it.
- Correct: Correct inaccuracies in your personal data.
- Delete: Delete personal data you have provided or we have obtained about you.
- Portability: Obtain a copy of your personal data in a usable format.
- Opt-Out: Opt-out of the processing of personal data for targeted advertising, the sale of personal data, or certain types of profiling.
To exercise these rights, please submit a verifiable request to privacy@ceruleanatlantic.consulting. If your data is part of the Client Data we process on behalf of a client, you must direct your request to our client (the data controller).
7. Information Regarding Minors
Our Services are not directed to individuals under the age of 18. We do not knowingly collect personal information from children.
8. Changes to This Privacy Policy
We may update this Privacy Policy from time to time. We will notify you of any material changes by posting the new Privacy Policy on this page and updating the "Last Updated" date.
9. Contact Us
If you have any questions about this Privacy Policy, please contact us at:
Email: privacy@ceruleanatlantic.consulting