Terms & Conditions

Terms and Conditions for Consulting Services

​

1. Scope of Services
   The Consultant provides professional consulting services exclusively to businesses, not to individual consumers. Each engagement is governed by a mutually agreed-upon Statement of Work (SOW), which specifies the services to be performed, deliverables, timelines, and any specific exclusions. The Consultant's role is advisory; implementation of recommendations is the Client's responsibility.
    

2. Exclusively B2B Engagements
   This agreement is intended solely for business-to-business (B2B) relationships. By engaging the Consultant, the Client confirms that they are a business entity, not a consumer, and are acting in a business capacity. Consumer protection laws applicable to business-to-consumer (B2C) transactions do not apply to this agreement.
    

3. Liability for Third-Party Providers
   The Consultant is not liable for the performance, actions, or omissions of any third-party service providers, software vendors, or other external entities that the Client may engage or rely upon following the Consultant's advice or recommendations.
    

4. Liability for Recommendations
   The Consultant provides recommendations based on expertise and information available at the time of consultation. The Consultant does not guarantee specific outcomes or results. Decisions made by the Client based on these recommendations are at the Client's discretion and risk. This limitation does not apply to claims arising from the Consultant's fraud, gross negligence, or willful misconduct.
    

5. Accuracy of Client-Provided Information
   The Consultant acts in good faith based on the accuracy and completeness of information provided by the Client. The Consultant is not liable for errors, omissions, or inaccuracies in services resulting from inaccurate or incomplete information supplied by the Client.
    

6. Confidentiality
   Both parties agree to treat all shared information as confidential, except where disclosure is required by law or necessary for the Consultant to perform the agreed-upon services. Confidential information includes proprietary information, trade secrets, and sensitive business data. The Consultant may disclose confidential information to third-party providers or partners solely as required to fulfill the services outlined in the SOW, such as collecting proposals, feedback, or information from payment processors or other service providers. The Consultant shall ensure that such third parties are bound by confidentiality obligations consistent with this agreement. Neither party shall disclose confidential information to any other third party without prior written consent from the other party.
   
   This obligation continues for a period of two years after the termination of this agreement. Confidential information does not include information that is publicly available, becomes publicly available through no fault of the receiving party, is already in the receiving party's possession without obligation of confidentiality, or is independently developed by the receiving party without use of the disclosing party's confidential information.
    

7. Limitation of Liability
   The Consultant’s total liability for any claims, damages, or losses arising from or related to the consulting services shall not exceed the total fees paid by the Client to the Consultant in the twelve (12) months preceding the date of the claim. The Client must substantiate any claimed losses with appropriate evidence. This limitation does not apply to claims arising from the Consultant's fraud, gross negligence, or willful misconduct.
    

8. No Refund Policy
   Given the nature of consulting services, all payments made to the Consultant are non-refundable after services have been rendered as agreed. The Consultant provides recommendations and services based on expertise and the information provided by the Client; however, specific results or outcomes are not guaranteed. Non-achievement of desired results or outcomes, whether directly or indirectly related to the Consultant’s services, does not entitle the Client to a refund. This clause is expressly applicable to business-to-business (B2B) engagements under Idaho law and is not subject to consumer protection regulations.
    

9. Payment Terms
   All payments must be made in accordance with the agreed-upon terms specified in the SOW. Late payments may result in suspension or termination of services. Any additional costs or taxes associated with the consulting services shall be borne by the Client unless otherwise agreed.
    

10. Severability
    If any provision of these Terms and Conditions is found to be invalid or unenforceable under applicable law, such provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent of the provision. The remaining provisions shall remain in full force and effect. Both parties must mutually agree on the replacement provision.
     

11. Termination
    Either party may terminate the agreement upon written notice as specified in the SOW. In the event of termination, the Client remains responsible for payment for all services rendered up to the date of termination.
     

12. Governing Law and Dispute Resolution
    This agreement shall be governed by the laws of the State of Idaho, United States of America. Any disputes arising from this agreement shall first be attempted to resolve through mediation within thirty (30) days. If mediation fails, disputes shall be resolved through arbitration in Idaho. Each party shall bear its own costs, including legal fees, during dispute resolution proceedings.
     

13. Amendments
    The Consultant reserves the right to amend these terms and conditions with thirty (30) days' prior notice to the Client. If the Client does not agree to the new terms, they may terminate the agreement without penalty before the amendments take effect.
     

14. Force Majeure
    The Consultant shall not be liable for delays or non-performance caused by events beyond their reasonable control, including natural disasters, wars, acts of terrorism, labor disputes, governmental actions, or other unforeseen circumstances. In such events, the Consultant will notify the Client promptly and make reasonable efforts to resume services as soon as possible. The Consultant reserves the right to recover reasonable costs incurred to resume services.
     

15. Intellectual Property Protection
    All intellectual property, including but not limited to reports, analyses, tools, methodologies, or templates created by the Consultant in connection with the services provided, shall remain the sole property of the Consultant. The Client is granted a non-exclusive, non-transferable license to use such intellectual property for internal business purposes only.
     

16. Non-Solicitation of Staff or Subcontractors
    During the term of this agreement and for twelve (12) months thereafter, the Client agrees not to solicit, hire, or engage any employees, agents, or subcontractors of the Consultant without prior written consent.
     

17. Limitation of Claims Period
    Any claims arising out of or related to this agreement must be brought within one (1) year of the date on which the claim arose or the date on which the Client became aware of the claim, whichever is earlier.
     

18. Entire Agreement
    This document, along with any SOWs, constitutes the entire agreement between the Consultant and the Client regarding the consulting services and supersedes all prior agreements, understandings, and communications, whether written or oral.
     

By engaging the Consultant’s services, the Client acknowledges and agrees to these Terms and Conditions.