TERMS OF SERVICE – Accessi

Effective Date: July 30, 2026

Company Name: Accessi LLC

Company Address: 30 N Gould St, Sheridan, WY 82801, United States

Website: https://accessi.biz/

Email: lazar@accessi.biz

1. Introduction and Acceptance

These Terms of Service (the “Terms”) govern access to and use of the website located at https://accessi.biz/ (the “Website”) and the purchase and delivery of the professional services described in Section 4 (the “Services”), each provided by Accessi LLC, a Wyoming limited liability company with its registered address at 30 N Gould St, Sheridan, WY 82801, United States (“Accessi”, “we”, “us”, or “our”).

By accessing the Website, submitting an enquiry, booking a call, accepting a proposal, signing an order form or statement of work, making a payment, or otherwise engaging Accessi to perform Services, you (“Client”, “you”, or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you must not access the Website or engage Accessi.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, and references to “Client” mean that entity.

These Terms constitute a binding legal agreement. Please read them carefully, in particular Section 12 (No Warranty of Legal Compliance), Section 13 (Consulting Support and No Legal Advice), Section 20 (Disclaimer of Warranties), Section 21 (Limitation of Liability), and Section 30 (Governing Law and Dispute Resolution).

2. Business Use Only and No Consumer Relationship

The Services are offered exclusively to businesses, organizations, public bodies, and individuals acting in a professional or commercial capacity. The Services are not offered to consumers, and are not intended for personal, family, or household use.

By engaging Accessi, you represent and warrant that you are acting for purposes relating to your trade, business, craft, or profession, and not as a consumer.

Nothing in these Terms is intended to exclude or limit any right that cannot be excluded or limited under applicable mandatory law. Where you are nonetheless determined by a competent authority to be a consumer under the mandatory law of your jurisdiction, the provisions of these Terms apply only to the extent permitted by that law, and your mandatory statutory rights are unaffected..

3. Definitions

In these Terms, the following definitions apply:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Client Materials” means any information, content, files, documentation, credentials, source code, design assets, media, staging or production environments, systems, or other materials made available by Client to Accessi for the purpose of delivering the Services.
• “Confidential Information” has the meaning given in Section 17.
• “Deliverables” means the reports, findings, recommendations, code samples, written guidance, recordings, documentation, conformance reports, statements, certificates, and other work product prepared by Accessi and delivered to Client under an Order.
• “Order” means a proposal, quotation, order form, statement of work, service agreement, or written scope document accepted by Client, whether by signature, written confirmation, electronic acceptance, or payment.
• “Pre-Existing IP” means all intellectual property owned or licensed by Accessi prior to or independently of an Order, including methodologies, testing frameworks, checklists, templates, scripts, report structures, training curricula and materials, know-how, and any improvements to any of the foregoing.
• “Services” means the professional services described in Section 4 and specified in an Order.
• “Target Property” means the website, mobile application, document, software product, or other digital property that is the subject of an Order.
• “WCAG” means the Web Content Accessibility Guidelines published by the World Wide Web Consortium, at the version and conformance level specified in the applicable Order.

4. Description of Services

Accessi provides digital accessibility services. The specific Services, scope, deliverables, timelines, and fees applicable to an engagement are set out in the applicable Order. The descriptions below are general and are qualified in all respects by the applicable Order.

4.1 Accessibility Auditing

An accessibility audit consists of a combination of manual and automated evaluation of a Target Property against the accessibility standard specified in the Order. Depending on the Order, an audit may include a written report identifying issues found, severity classification, remediation instructions with code samples and supporting references, access to an assigned engineer for questions during the audit period, participation of people with disabilities in testing, and, as an optional add-on, quality assurance testing to review how remediation has been implemented.

An audit is a point-in-time assessment. It reflects the state of the Target Property at the time of evaluation, in the environments and configurations tested, and against the standard and conformance level specified in the Order.

4.2 Usability Testing

Usability testing consists of one or more accessibility testers who are native users of assistive technology navigating a Target Property while performing realistic user journeys. Depending on the package specified in the Order, deliverables may include a video recording showing the tester interacting with the Target Property and the issues encountered, a written report listing issues with severity and recommended behaviour, a retest in the same format after remediation, and a consultation session with the tester.

Client acknowledges and agrees that:

• Usability testing does not constitute and does not replace a full accessibility audit.
• Usability testing cannot detect all accessibility issues present in a Target Property, and the absence of a finding is not evidence that no defect exists.
• Testing is performed on the platforms specified in the Order. Unless otherwise stated, testing is conducted on Windows, iOS, and Android devices, and does not cover other operating systems, browsers, assistive technologies, device models, or configurations.
• Where an Order includes a retest, the retest must be requested and the remediated Target Property must be made available within thirty days of delivery of the initial testing results, unless a longer period is expressly agreed in writing. A retest not requested within that period is forfeited without refund or credit.
• The selection and assignment of testers is at Accessi’s sole discretion. Client may not require a specific individual tester unless expressly agreed in the Order.

4.3 Accessibility Training

Accessi delivers accessibility training for developers and for managers and other non-technical stakeholders. Training may be delivered online or in person, may be divided across multiple sessions where agreed, and includes issuance of a completion certificate to participants who complete the session.

Certificates issued by Accessi record attendance and completion of the training session. A certificate is not a professional qualification, is not an accreditation, and does not certify the competence of any participant or the accessibility of any digital property.

Unless expressly stated in the Order, training fees do not include travel, accommodation, venue hire, or subsistence costs for in-person delivery, which are charged separately at cost.

4.4 Accessibility Consulting Support

Accessi provides consulting support in connection with accessibility complaints, demand letters, and litigation received by Client. This Service consists of technical review and technical documentation only, and is subject in all respects to Section 13. It does not include the provision of legal advice or legal representation.

4.5 Conformance Documentation

Where specified in an Order, and where Client has completed remediation, Accessi may prepare an accessibility conformance report and a custom accessibility statement for the Target Property. Such documents record Accessi’s professional assessment of the state of conformance of the Target Property at a point in time, against the standard and conformance level tested, in the environments tested.

Client acknowledges that no such document is a certification, accreditation, warranty, or guarantee. Accessi is not an accreditation body and no private organization is capable of certifying compliance with the Americans with Disabilities Act, the European Accessibility Act, or any comparable statute. Any document issued under this Section is subject in full to Sections 12 and 20.

5. Engagement Process and Order of Precedence

An engagement is formed when Client accepts an Order by signature, written confirmation, electronic acceptance, or payment of an invoice or deposit issued in respect of that Order.

• A signed master services agreement or written engagement agreement between the parties, where one exists.
• An executed Data Processing Addendum, in respect of matters of personal data processing only.
• The applicable Order.
• These Terms.
• Any other policy published on the Website.

Any purchase order, vendor portal terms, supplier code, procurement conditions, or other document issued by Client is for Client’s administrative convenience only. Any term contained in such a document that is additional to or inconsistent with these Terms is expressly rejected and has no effect, notwithstanding any acknowledgement, signature, or acceptance by Accessi, unless expressly agreed in a document signed by an authorized representative of Accessi that refers specifically to this Section.

6. Client Obligations

Client shall, at its own cost and in a timely manner:

• Provide accurate, complete, and current information about the Target Property, including its scope, page or screen inventory, technology stack, hosting arrangements, and any known accessibility issues.
• Provide access to the Target Property in the form required for testing, including access to a staging or test environment where one is required, and provide credentials scoped to the minimum access necessary.
• Where testing requires access to an environment containing personal data, use non-production, anonymized, or test data wherever technically feasible.
• Nominate a single point of contact with authority to approve scope, provide instructions, and accept Deliverables.
• Respond to requests for information, access, clarification, or approval within a reasonable period, and in any event within five business days unless otherwise agreed.
• Ensure that the Target Property remains stable and is not materially modified during an active testing or audit window, and notify Accessi in advance of any planned deployment, release, or content change affecting the Target Property during that window.
• Obtain and maintain all rights, licences, permissions, and consents necessary for Accessi to access and evaluate the Target Property, including any consent required from a hosting provider, platform vendor, or third-party component supplier.
• Comply with all applicable laws in connection with the engagement, including data protection, privacy, employment, export control, and sanctions laws.
• Revoke any credentials issued to Accessi promptly on conclusion of the engagement.

Accessi is not liable for any delay, additional cost, or deficiency in the Services to the extent caused by Client’s failure to comply with this Section, by inaccurate or incomplete information supplied by Client, by unavailability or instability of the Target Property, or by delay in providing access, feedback, or approval. Where such a failure causes Accessi to incur additional time or cost, Accessi may charge for that additional time at its then-current rates and may adjust delivery dates accordingly.

7. Fees, Invoicing, and Payment

7.1 Fees and Currency

Fees are set out in the applicable Order and are stated and payable in United States Dollars (USD) unless expressly stated otherwise in the Order. Where an amount is displayed in another currency for convenience, the USD amount governs.

Fees are exclusive of all taxes, duties, levies, and similar charges. Client is responsible for all applicable sales, use, value added, goods and services, and similar taxes, other than taxes on Accessi’s net income

Where Client is required by law to withhold or deduct any amount from a payment, Client shall gross up the payment so that Accessi receives the full amount it would have received had no withholding or deduction been made, and shall promptly provide Accessi with evidence of the amount withheld and remitted.

7.2 Payment Terms

Unless otherwise stated in the Order:

• Usability testing, training, and consultation Services are payable in full in advance of scheduling.
• Accessibility audits and multi-phase engagements are payable as to a fifty percent deposit on acceptance of the Order and the balance on delivery of the audit report, or in accordance with the milestone schedule set out in the Order.
• Invoices are due on receipt and in any event within fifteen days of the invoice date.
• Work is scheduled only after the applicable deposit or advance payment has cleared. Delivery dates are contingent on timely payment.

7.3 Accepted Payment Methods

Accessi accepts the following payment methods:

• Card payments processed by Stripe./li>
• Wire transfer.
• ACH transfer.

Bank charges, intermediary bank fees, and currency conversion costs associated with wire and ACH payments are borne by Client. Where such charges are deducted from a payment, the resulting shortfall remains due and payable by Client.

Accessi does not receive, process, or store full payment card numbers. Card data is handled by Stripe in accordance with its own terms and security standards. Further detail is set out in the Payment Security page published on the Website.

7.4 Late Payment and Suspension

Amounts not paid when due accrue interest at the lower of one and one half percent per month or the maximum rate permitted by applicable law, calculated from the due date until payment is received in full.

Client shall reimburse Accessi for all reasonable costs of collection, including legal fees, collection agency fees, and court costs.

Where any amount remains unpaid more than ten days after the due date, Accessi may, on written notice and without liability, suspend performance of the Services, withhold delivery of Deliverables, suspend access to any hosted or shared materials, and decline to schedule further work, until all outstanding amounts are paid in full. Suspension does not relieve Client of its payment obligations, and any resulting delay extends delivery dates accordingly.

7.5 Disputed Invoices

Client shall notify Accessi in writing of any good faith dispute regarding an invoice within ten days of the invoice date, specifying the disputed amount and the basis of the dispute. Undisputed amounts remain payable in accordance with these Terms. The parties shall work in good faith to resolve any disputed amount promptly.

Client shall not initiate a chargeback, payment reversal, or dispute with a card issuer, bank, or payment provider without first contacting Accessi at lazar@accessi.biz and allowing Accessi five business days to respond. Initiating a chargeback in breach of this Section is a material breach of these Terms. Accessi reserves the right to submit these Terms, the applicable Order, delivery records, and correspondence as evidence in any such dispute, and to recover from Client all fees, penalties, and costs incurred as a result.

8. Changes to Scope

Any change to the scope, deliverables, standard, conformance level, platform coverage, timeline, or number of pages, screens, or user journeys covered by an Order must be agreed in writing by both parties.
Where a requested change increases the time or cost required to perform the Services, Accessi will provide a revised fee and timeline. Accessi is not obliged to commence work on a change until the revised terms are accepted in writing.

Where the Target Property is materially modified after the scope of an Order has been fixed, including by the addition of pages, screens, functionality, or third-party components, Accessi may treat the modification as a change requiring a revised Order.

Work performed at Client’s request that falls outside the scope of an Order is chargeable at Accessi’s then-current rates.

9. Delivery, Review, and Re-Performance

Accessi will use commercially reasonable efforts to deliver the Services in accordance with the timeline set out in the Order. Timelines are estimates and are contingent on Client’s compliance with Section 6.

Client shall review each Deliverable within ten business days of delivery and notify Accessi in writing of any material defect, meaning a demonstrable failure of the Deliverable to conform in a material respect to the scope specified in the Order. A Deliverable not rejected in writing within that period is deemed accepted.

Where Client notifies a material defect within the review period, Accessi’s sole obligation, and Client’s sole and exclusive remedy, is for Accessi to correct or re-perform the affected portion of the Services within a reasonable period at no additional charge. This re-performance remedy applies before, and in priority to, any claim for a refund. Refund entitlements, where any exist, are governed exclusively by the Refund and Cancellation Policy published on the Website.

The following do not constitute a material defect:

• A finding that Client disagrees with, where Accessi’s assessment is professionally reasonable.
• The presence of accessibility issues not identified, where those issues fall outside the scope, standard, conformance level, platform coverage, or environments specified in the Order.
• Changes in the state of the Target Property after the date of assessment.
• Changes in the applicable accessibility standard, regulation, case law, or assistive technology behaviour after the date of assessment.
• Any failure attributable to Client Materials, to third-party components, or to Client’s implementation of Accessi’s recommendations.

10. Scheduling, Rescheduling, and Cancellation

Testing, training, and consultation sessions are scheduled by agreement and confirmed in writing. Scheduled resources, including assistive technology testers and trainers, are reserved exclusively for Client from the point of confirmation.

Requests to reschedule or cancel are governed by the Refund and Cancellation Policy published on the Website, which forms part of these Terms and is incorporated by reference.

Where Client fails to attend a scheduled session without notice, or is more than thirty minutes late to a session, the session is treated as delivered and no refund, credit, or rescheduling entitlement arises.

11. Intellectual Property

11.1 Pre-Existing IP

Accessi retains all right, title, and interest in and to its Pre-Existing IP. Nothing in these Terms transfers any Pre-Existing IP to Client. Client is granted a non-exclusive, non-transferable licence to use Pre-Existing IP solely to the extent embedded in a Deliverable and solely for the purposes permitted by Section 11.3.

11.2 Client Materials

Client retains all right, title, and interest in and to Client Materials. Client grants Accessi a non-exclusive, worldwide, royalty-free licence to access, use, reproduce, store, display, and process Client Materials for the sole purpose of performing the Services and, where recordings are produced, for the purpose of documenting findings.

Client represents and warrants that it owns or has all necessary rights in Client Materials and that Accessi’s use of Client Materials as contemplated by these Terms will not infringe the rights of any third party.

11.3 Deliverables

Subject to full payment of all amounts due under the applicable Order, Accessi assigns to Client all right, title, and interest in the specific written findings and recommendations set out in a Deliverable, excluding Pre-Existing IP, which remains the property of Accessi and is licensed as set out in Section 11.1.

Until Accessi has received full payment of all amounts due under the applicable Order, all Deliverables remain the exclusive property of Accessi, and any use of a Deliverable by Client is unlicensed and unauthorized.

Client may use Deliverables for its own internal business purposes and for the purpose of remediating the Target Property, including sharing Deliverables with its employees, contractors, and agents who are bound by confidentiality obligations no less protective than those in Section 17.

Client may not resell, sublicense, republish, distribute, or otherwise make Deliverables available to any third party for that third party’s independent commercial use, or use Deliverables to develop or market a competing accessibility service, without Accessi’s prior written consent.

11.4 Recordings

Accessi retains ownership of all recordings produced in the course of usability testing, including screen recordings, audio narration, and any webcam video. On full payment, Client is granted a perpetual, non-exclusive, non-transferable licence to use, reproduce, and display those recordings for its own internal business purposes, including remediation, internal training, and internal stakeholder communication.

Client may not publish, broadcast, upload to a public platform, or use a recording for marketing, advertising, promotional, or case study purposes without Accessi’s prior written consent, which may be withheld where the tester appearing in the recording has not consented.

Neither party may edit, excerpt, or present a recording in a manner that misrepresents the findings or the conduct of the tester.

11.5 Feedback

Where Client provides suggestions, ideas, or feedback regarding Accessi’s services, methodology, or materials, Accessi may use that feedback without restriction, obligation, or compensation. Client grants Accessi a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such feedback.

12. No Warranty of Legal Compliance

This Section is fundamental to the engagement and Client acknowledges that Accessi would not provide the Services on the terms offered without it.

Accessi does not warrant, represent, guarantee, or undertake that:

• A Target Property will achieve or maintain conformance with WCAG at any version or level, or with any other accessibility standard.
• A Target Property will be compliant with the Americans with Disabilities Act, Section 508 of the Rehabilitation Act, the Air Carrier Access Act, the European Accessibility Act, the Web Accessibility Directive, the Equality Act 2010, the Accessibility for Ontarians with Disabilities Act, or any other statute, regulation, directive, code, or judicial interpretation, whether in force now or in the future.
• Client will not receive a demand letter, complaint, administrative charge, regulatory enquiry, or lawsuit alleging digital inaccessibility, or that any such matter will be resolved in Client’s favour.
• Client will not be subject to any fine, penalty, damages award, settlement, or legal cost.
• All accessibility issues present in a Target Property have been or will be identified.
• Any assistive technology, browser, operating system, or device combination not expressly tested will function in any particular manner.

Accessibility assessment is a professional judgment exercised at a point in time. Standards, regulations, case law, assistive technology behaviour, browser behaviour, and the Target Property itself all change over time. Findings and recommendations reflect Accessi’s professional opinion as at the date of assessment and do not constitute a determination of legal compliance.

Responsibility for legal compliance rests exclusively with Client. Client is responsible for implementing remediation, for maintaining accessibility over time, and for obtaining independent legal advice as to its obligations under any applicable law.

Where any statement on the Website, in marketing materials, in correspondence, or in any oral communication appears to conflict with this Section, this Section governs. No employee, contractor, agent, or representative of Accessi has authority to give a warranty, guarantee, or assurance inconsistent with this Section, and any such statement is of no effect.

13. Consulting Support and No Legal Advice

This Section applies to all Services, and in particular to the accessibility consulting support described in Section 4.4.

Accessi is not a law firm. Accessi is not licensed to practise law in any jurisdiction. No individual providing Services on behalf of Accessi is acting as an attorney, solicitor, barrister, or legal representative in connection with the Services.

Nothing provided by Accessi constitutes legal advice, a legal opinion, or a legal representation. No attorney-client relationship, solicitor-client relationship, or equivalent privileged relationship is created by an Order, by these Terms, by any communication with Accessi, or by the delivery of any Deliverable. Communications with Accessi are not protected by legal professional privilege or attorney work product doctrine, and may be discoverable in litigation.

Where Accessi provides consulting support in connection with a complaint, demand letter, or lawsuit, the scope of that support is strictly limited to:

• Technical review of the accessibility allegations made, from an engineering and assistive technology perspective.
• Technical assessment of whether the Target Property exhibits the behaviours alleged.
• Preparation of technical documentation, written technical findings, and, where agreed, demonstration recordings evidencing the behaviour of the Target Property with assistive technology.

Accessi will not, and cannot, advise on the merits of a claim, on the interpretation or application of any statute or case law, on litigation strategy, on settlement, on limitation periods, or on procedural requirements. Accessi will not draft pleadings, correspond with opposing counsel or a court on Client’s behalf, appear before any court or tribunal, or represent Client in any proceeding.

Client must retain, and represents that it will retain, independent legal counsel licensed in the relevant jurisdiction in respect of any complaint, demand letter, regulatory matter, or litigation. Client is solely responsible for the decision to use, disclose, or rely on any technical documentation prepared by Accessi, and for the manner and timing of its submission to any counterparty, court, or authority.

Accessi accepts no responsibility for the outcome of any complaint, negotiation, settlement, administrative proceeding, or litigation, or for any cost, damages, penalty, or adverse finding arising from it. Court and tribunal decisions are made on a case-by-case basis on facts and law outside Accessi’s control.

Where a technical Deliverable prepared under this Section is required to be produced in evidence, or where Accessi is subpoenaed, served, or otherwise compelled in connection with a matter involving Client, Client shall reimburse Accessi for all time spent at Accessi’s then-current rates and for all reasonable costs incurred, including legal fees.

14. No Guarantee of Business Outcomes

Any statement regarding the potential effect of improved accessibility on revenue, conversion rates, search engine ranking, brand reputation, market reach, maintenance cost, or legal exposure is illustrative of general industry observation and does not constitute a representation, warranty, or guarantee of any outcome for Client.

Accessi does not warrant that Client will achieve any particular commercial result, and Client acknowledges that it has not relied on any such statement in deciding to engage Accessi.

15. Third-Party Components and Dependencies

A Target Property may incorporate components, plugins, widgets, embedded content, fonts, media players, payment interfaces, chat tools, content delivery services, or platforms supplied by third parties. Accessibility defects in such components are frequently outside Client’s direct control and outside Accessi’s ability to remediate.

Accessi will identify accessibility defects in third-party components where they are within the scope of the Order and where they are detectable, but is not responsible for remediating them, for the conduct of any third-party supplier, or for any refusal or failure by a third-party supplier to remediate.

Accessi does not endorse, warrant, or accept responsibility for any third-party product, service, overlay, plugin, or automated remediation tool, whether or not referenced in a Deliverable.

Where Client uses an automated accessibility overlay, widget, or similar tool, Client acknowledges that such tools are the subject of significant professional criticism, that they do not remediate underlying code defects, and that their use may itself be the subject of complaints or litigation. Accessi accepts no responsibility for the presence, behaviour, or consequences of any such tool on a Target Property.

16. Website Use

You may access and use the Website for lawful purposes only. You must not:

• Use the Website in any manner that violates applicable law or infringes the rights of any person.
• Attempt to gain unauthorized access to the Website, its servers, or any connected system or network.
• Introduce any virus, malware, or other harmful code, or interfere with the operation, integrity, or security of the Website.
• Use any automated system to scrape, harvest, index, or extract content from the Website, other than a search engine operating in accordance with a published robots exclusion protocol.
• Copy, reproduce, republish, or redistribute Website content for commercial purposes without prior written permission, other than temporary caching by a browser and printing for personal reference.
• Misrepresent your identity or affiliation, or submit false or misleading information through any form on the Website.

All content on the Website, including text, graphics, layout, structure, and case study material, is owned by Accessi or its licensors and is protected by intellectual property law.

Testimonials and client statements published on the Website reflect the experience of the individual or organization concerned. Individual results vary and no testimonial constitutes a representation, warranty, or guarantee of any outcome.

Accessi may suspend, withdraw, or restrict access to all or part of the Website at any time without notice, and does not warrant that the Website will be available uninterrupted or free from error.

17. Confidentiality

“Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with an engagement, whether disclosed orally, in writing, or by inspection of systems or materials, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes Client Materials, credentials, unreleased products and features, accessibility findings, Deliverables, commercial terms, and Accessi’s Pre-Existing IP and methodology.

The Receiving Party shall:

• Use Confidential Information solely for the purpose of performing or receiving the Services.
• Protect Confidential Information using at least the degree of care it applies to its own confidential information, and in no event less than a reasonable degree of care.
• Disclose Confidential Information only to those of its personnel, contractors, and professional advisors who have a need to know it for the permitted purpose and who are bound by confidentiality obligations no less protective than those in this Section.
• Not disclose Confidential Information to any other person without the prior written consent of the Disclosing Party.

These obligations do not apply to information that the Receiving Party can demonstrate: was lawfully in its possession without restriction before disclosure; is or becomes publicly available other than through breach of this Section; is lawfully received from a third party without restriction; or is independently developed without use of or reference to the Confidential Information.

Where the Receiving Party is required to disclose Confidential Information by law, regulation, court order, or a binding request from a public authority, it may do so, provided that it gives the Disclosing Party prompt written notice where legally permitted, discloses only the minimum required, and cooperates with any reasonable effort by the Disclosing Party to seek protective treatment.

Confidentiality obligations survive for five years following the conclusion of the engagement, and indefinitely in respect of any information constituting a trade secret under applicable law.

On written request following conclusion of an engagement, the Receiving Party shall return or securely destroy Confidential Information in its possession, except for copies retained in routine backup systems or where retention is required by law or by professional record-keeping obligations, which remain subject to this Section for as long as they are retained.

18. Data Protection

Each party shall comply with applicable data protection and privacy law in connection with the engagement.
Accessi’s processing of personal data is described in the Privacy Policy published at https://accessi.biz/, which forms part of these Terms and is incorporated by reference.

Where Accessi processes personal data on Client’s behalf as a processor, including personal data present in a Client environment to which Accessi is given access, the parties shall enter into a Data Processing Addendum. In the event of a conflict between these Terms and an executed Data Processing Addendum in respect of such processing, the Data Processing Addendum prevails.

Client is responsible for the lawfulness of any personal data it makes available to Accessi, for providing any privacy notice required to be given to affected individuals, and for obtaining any consent required under applicable law, including in respect of any of its own personnel, users, or customers who participate as test participants.

Client shall not provide Accessi with special category personal data, health data, financial account data, government identification numbers, or data relating to children except where strictly necessary for the Services and expressly agreed in writing in advance.

19. Publicity and Non-Solicitation

19.1 Publicity

Accessi may identify Client as a client and reproduce Client’s name and logo on the Website, in proposals, and in marketing materials, subject to Client’s brand guidelines where provided. Client may withdraw this permission at any time by written notice to lazar@accessi.biz, and Accessi will remove the reference within a reasonable period from materials within its control.

Neither party may publish a case study, testimonial, quotation, or detailed description of an engagement without the prior written consent of the other party. Consent to publication of a testimonial includes consent to its continued display unless withdrawn in writing.

Client may not disclose accessibility findings relating to a Target Property in a manner that identifies Accessi as the source without Accessi’s prior written consent, other than to its own personnel, professional advisors, and remediation vendors under obligations of confidentiality.

19.2 Non-Solicitation

Accessi’s testers, trainers, and consultants include individuals with specialist assistive technology expertise who are difficult to replace. During the term of an engagement and for twelve months following its conclusion, Client shall not, directly or indirectly, solicit for employment or engagement, or employ or engage, any individual who performed Services for Client on behalf of Accessi, without Accessi’s prior written consent.

This restriction does not apply to a response to a general public recruitment advertisement not specifically targeted at Accessi personnel. Where Client breaches this Section, Client shall pay Accessi a recruitment fee equal to fifty percent of the individual’s first year total compensation, which the parties agree is a genuine pre-estimate of the loss suffered and not a penalty.

20. Disclaimer of Warranties

Accessi warrants that it will perform the Services with reasonable skill and care, in a professional and workmanlike manner, and in accordance with generally accepted practice in the digital accessibility industry.

Except for the express warranty in the preceding paragraph, and to the maximum extent permitted by applicable law, the Website, the Services, and all Deliverables are provided on an “as is” and “as available” basis, and Accessi disclaims all other warranties, conditions, representations, and terms, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted or error-free operation, and any warranty arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, Accessi does not warrant that the Services or any Deliverable will identify every accessibility issue, will meet Client’s requirements or expectations, will produce any particular result, or will be free from error or omission.

The disclaimers in this Section apply in addition to and without limiting Sections 12, 13, 14, and 15.

21. Limitation of Liability

To the maximum extent permitted by applicable law:

Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business, anticipated savings, goodwill, reputation, opportunity, data, or use, in each case whether arising in contract, tort including negligence, breach of statutory duty, or otherwise, and whether or not the party was advised of the possibility of such loss.

Accessi’s total aggregate liability arising out of or in connection with an engagement, these Terms, the Website, the Services, or any Deliverable, whether in contract, tort including negligence, breach of statutory duty, restitution, or otherwise, is limited to the total fees actually paid by Client to Accessi under the Order giving rise to the claim in the twelve months preceding the event first giving rise to liability.

Without limiting the foregoing, Accessi has no liability whatsoever for:

• Any demand letter, complaint, administrative charge, regulatory action, lawsuit, judgment, settlement, fine, penalty, or legal cost incurred by Client in connection with digital accessibility.
• Any accessibility issue not identified in a Deliverable, or any issue falling outside the scope, standard, conformance level, platform coverage, or environments specified in the Order.
• Any consequence of Client’s implementation, partial implementation, non-implementation, or incorrect implementation of a recommendation.
• Any change in the Target Property, in an applicable standard, in applicable law, in case law, or in assistive technology or browser behaviour after the date of assessment.
• Any act, omission, defect, or failure of a third-party component, supplier, platform, or automated remediation tool.
• Any decision taken by Client in reliance on a Deliverable in the context of a legal or regulatory matter, including any decision taken without independent legal advice.

Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Client acknowledges that the fees charged for the Services reflect the allocation of risk set out in this Section, and that Accessi would not provide the Services on the terms offered without this allocation. Any claim arising out of or in connection with an engagement must be brought within twelve months of the date on which the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, after which the claim is barred.

22. Indemnification

Client shall indemnify, defend, and hold harmless Accessi and its members, officers, employees, contractors, and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• Client Materials, including any allegation that Accessi’s use of Client Materials as contemplated by these Terms infringes the rights of a third party.
• Client’s breach of these Terms or of any Order.
• Client’s breach of applicable law, including data protection, privacy, employment, export control, and sanctions law.
• Any claim brought by a third party, including any user, customer, employee, or regulator of Client, relating to the accessibility of a Target Property.
• Client’s use, disclosure, publication, or reliance on any Deliverable, including its submission in any legal or regulatory proceeding.
• Client’s failure to obtain any right, licence, permission, or consent required for Accessi to access or evaluate the Target Property.

Accessi shall indemnify, defend, and hold harmless Client from and against all claims by a third party alleging that a Deliverable, excluding any portion based on or incorporating Client Materials or third-party content, infringes that third party’s copyright, subject in all respects to the limitations in Section 21.

The indemnified party shall give the indemnifying party prompt written notice of any claim, shall permit the indemnifying party to control the defence and settlement, and shall provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes a non-indemnified obligation or admission on the indemnified party without its prior written consent.

23. Term, Termination, and Suspension

These Terms apply from the date of first acceptance and continue until all Orders have been completed or terminated.

Either party may terminate an Order immediately on written notice where the other party:

• Commits a material breach that is incapable of remedy, or that is capable of remedy and is not remedied within fifteen days of written notice specifying the breach.
• Becomes insolvent, enters administration, receivership, liquidation, or an equivalent proceeding, makes an arrangement with its creditors, or ceases to carry on business.

Accessi may terminate or suspend an Order immediately on written notice where Client fails to pay any amount when due and the failure continues for ten days, where Client’s conduct exposes Accessi to legal or reputational risk, where Client requires Accessi to act in a manner that would breach applicable law or these Terms, or where Client’s conduct toward Accessi personnel is abusive, discriminatory, or harassing.

Client may terminate an Order for convenience on written notice, subject to the Refund and Cancellation Policy.

On termination for any reason:

• Client shall pay all fees for Services performed and expenses incurred up to the effective date of termination, together with any non-refundable amounts specified in the Order or in the Refund and Cancellation Policy.
• Accessi shall deliver work product completed as at the effective date of termination, subject to receipt of payment in full.
• Any licence granted to Client in respect of a Deliverable for which payment has not been received in full terminates immediately.
• Sections 3, 7, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, 23, 24, 30, and 31 survive termination, together with any provision that by its nature is intended to survive.

24. Force Majeure

Neither party is liable for any delay or failure to perform, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control, including act of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, embargo, sanctions, labour dispute, failure of telecommunications, internet, hosting, or utility infrastructure, cyber attack, or failure of a third-party service provider.

The affected party shall notify the other promptly, shall use reasonable efforts to mitigate the effect, and shall resume performance as soon as reasonably practicable. Where a force majeure event continues for more than sixty days, either party may terminate the affected Order on written notice, and Client shall pay for Services performed up to the date of termination.

25. Export Control and Sanctions

Each party shall comply with all applicable export control, economic sanctions, and trade restriction laws, including those administered by the United States Office of Foreign Assets Control.

Client represents and warrants that it is not, and is not owned or controlled by, a person subject to sanctions administered by the United States, the European Union, the United Kingdom, or the United Nations, and that it is not located in or organized under the laws of a comprehensively sanctioned jurisdiction. Accessi may terminate any Order immediately and without liability where this representation ceases to be accurate.

26. Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, and shall not offer, give, request, or accept any improper payment or advantage in connection with the engagement.

27. Independent Contractor

Accessi performs the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

Accessi is responsible for the manner and means by which the Services are performed, and may engage employees, contractors, and sub-contractors to perform the Services, remaining responsible for their performance and for their compliance with Section 17.

28. Assignment and Subcontracting

Client may not assign, transfer, novate, charge, or otherwise deal with any of its rights or obligations under these Terms or any Order without Accessi’s prior written consent, which will not be unreasonably withheld.

Accessi may assign these Terms and any Order in whole in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on written notice to Client.

Accessi may subcontract performance of the Services and remains responsible for the performance of its subcontractors.

29. Notices

Notices under these Terms must be in writing and are effective when sent by email to the address specified in the Order or, in the case of Accessi, to lazar@accessi.biz, provided that no delivery failure notification is received. Notices sent by email are deemed received on the next business day following transmission.

Notices relating to termination, breach, indemnity, or the commencement of a dispute must additionally be sent by internationally recognized courier to the recipient’s registered address, and are deemed received on the date of confirmed delivery.

Accessi’s address for notices is: Accessi LLC, 30 N Gould St, Sheridan, WY 82801, United States.

30. Governing Law and Dispute Resolution

30.1 Governing Law

These Terms and any Order, and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.2 Good Faith Resolution

Before commencing any formal proceeding, the parties shall attempt in good faith to resolve the dispute through direct negotiation between senior representatives for a period of thirty days from written notice of the dispute. This requirement does not apply to an application for injunctive or equitable relief.

30.3 Arbitration

Any dispute not resolved under Section 30.2 shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, seated in Sheridan County, Wyoming, and conducted in the English language. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party bears its own costs of arbitration, and the parties share the arbitrator’s fees equally, save that the arbitrator may award costs and fees to the prevailing party.

Notwithstanding this Section, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small claims court where the claim qualifies.

30.4 Class Action Waiver

All claims must be brought in a party’s individual capacity. Neither party may bring a claim as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding.

30.5 Jurisdiction

Where arbitration is held to be unenforceable in respect of a particular dispute, that dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, and each party irrevocably submits to the jurisdiction of those courts and waives any objection on grounds of venue or forum non conveniens.

31. General

Entire agreement. These Terms, together with the applicable Order, the Privacy Policy, the Cookie Policy, the Refund and Cancellation Policy, the Disclaimer, and any executed Data Processing Addendum, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, proposals, representations, and understandings, whether written or oral. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty not expressly set out in these documents. Nothing in this paragraph limits liability for fraudulent misrepresentation.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions continue in full force and effect.
Waiver. No failure or delay in exercising any right or remedy operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing.

Amendments to an Order. No variation of an Order is effective unless agreed in writing by both parties.

Amendments to these Terms. Accessi may amend these Terms from time to time. The current version is published at https://accessi.biz/ with the Effective Date stated at the top. Amendments take effect for new Orders from the date of publication, and for existing Orders thirty days after Accessi provides written notice to Client, except where an amendment is required by law, in which case it takes effect on the date required. Where an amendment materially and adversely affects Client’s rights under an active Order, Client may terminate that Order on written notice within thirty days of the notice, and Accessi will refund any fees paid in advance for Services not yet performed.

Third-party rights. A person who is not a party to these Terms has no right to enforce any of their provisions, except that Accessi’s members, officers, employees, contractors, and agents may enforce Sections 21 and 22.

Interpretation. Headings are for convenience only and do not affect interpretation. The words “include”, “includes”, and “including” are without limitation. References to a statute include that statute as amended or replaced.

Counterparts and electronic signature. An Order may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one agreement.

Language. These Terms are drafted in English. Where a translation is provided for convenience, the English version governs in the event of any inconsistency.

32. Contact

Questions regarding these Terms should be directed to:

Company Name: Accessi LLC

Company Address: 30 N Gould St, Sheridan, WY 82801, United States

Email: lazar@accessi.biz

Website: https://accessi.biz/