Terms & Conditions

42 West 38th Street
Third Floor
New York, NY 10018


Last Updated: May 1st, 2023

General Terms and Conditions & Client Agreement

Scope of Agreement: This agreement covers a professional services and/or product services and/or sales relationship between ICCS & Co., LLC (Herein referred to as ICCS) and its clients/customers. This agreement shall be in effect for as long as there is a business relationship between ICCS and respective client/customer and shall remain in effect for a period of two (2) years following the end or termination of such relationship. A relationship is considered in effect anytime a client purchases either a product or service form ICCS.

Confidentiality: Drawings, data, designs, inventions, and any other technical information owned and supplied by either party shall remain property of the respective party and shall be used and held in confidence by either party. Such information shall not be reproduced, used, or disclosed to others without the respective party’s prior written consent, and shall be returned to that party upon completion both parties of its obligations under this Agreement or upon demand.

Conflict of Interest: Client hereby warrants that at the effective date of this Agreement, there is no conflict of interest in Client’ business operations with the activities to be performed hereunder. Client shall advise ICCS if a conflict of interest arises in the future. If applicable, Client certifies that the services to be performed under this Agreement shall not result in a conflict of interest prohibited by United States Government laws or regulations.

Non-Solicitation: Without Prior Written Permission; Client agrees not to hire any employee, temporary or permanent, of ICCS during this Agreement and for a period of two (2) years after ICCS’s termination of this Agreement.

Client specifically acknowledges that a breach of this no-hire agreement may cause ICCS to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by Client of the provisions of this paragraph, ICCS shall be entitled to injunctive relief to prevent or end such breach, without the requirement to post bond. Nothing herein shall be construed as prohibiting ICCS from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages.

Independent Contractor: Subject to and upon the terms and conditions of this agreement, Client agrees to retain ICCS as an independent contractor and not as an employee, and ICCS hereby agrees to accept such retention by Client. ICCS shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by ICCS of the Services Outlined in this Agreement, Client shall not have or exercise any control or direction over the Services performed by ICCS, and will not in any way supervise or control his activities. ICCS shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. ICCS shall not, in the performance of his duties, be managed or advised concerning the same by Client. ICCS will not be acting as the employee, agent, partner, servant or representative of Client, and ICCS will not have any authority to bind Client in any manner.

Governing Law: This Agreement, and any modification or amendment hereto, shall be governed by and construed in accordance with the laws of the State of New York.

Liability & Indemnification: ICCS shall use its best efforts to assure the accuracy of all work performed by it under this agreement. ICCS shall not be liable for any losses, damages or expenses incurred by Client by reason of any error of judgment or mistake of law or for any act or omission in the provision of services, except losses, damages or expenses resulting from ICCS’s gross negligence or willful misconduct. In no event shall ICCS be liable for any consequential or incidental damages of any type. Client shall indemnify and hold ICCS harmless from and against any claims, losses, damages or expenses, including reasonable attorneys’ fees, incurred by ICCS which are caused by or arise out of ICCS’s activities under this agreement so long as ICCS did not act with gross negligence or willful misconduct with respect to such activities.

Force Majeure: If the performance of any services under this agreement is prevented, restricted, interfered with or delayed by any reason or any cause beyond ICCS’s control, such as from fire, strike, labor difficulties, act or omission of any governmental authority, compliance with governmental regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain the necessary labor, ICCS shall, upon giving notice to Client, not be liable for a breach of such performance or obligation to the extent of such prevention, restriction, interference or delay. Client hereby represents and warrants that the execution, delivery and performance of this agreement does not violate any existing agreements to which Client is a party.

Arbitration: Except as the same relates to fees which become due and payable to, and as reasonably determined by ICCS pursuant to the terms of this Agreement, all disputes between ICCS and Client arising under this Agreement shall be resolved by binding arbitration in the City of New York pursuant to the rules then prevailing of the American Arbitration Association applicable to disputes of the type submitted to arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, each party specifically reserves the right to bring a third party action against any other party in any proceeding to which it is a party under circumstances in which the basis of its claim against the other party is that such other party is liable, in whole or in part, for any claim or counterclaim being asserted against it in such proceeding. This Agreement shall be governed by the laws of the State of New York without regard to the principles of conflicts of laws.