- Scope of Services
Consultant provides advisory consulting services as requested by Client, which may include: strategy, operations, compliance guidance, project management support, facility planning, SOP drafting, procurement support, vendor introductions/coordination, and related work product (collectively, ‘Services’ and ‘Deliverables’). Consultant’s role is advisory and support only. Consultant does not perform construction, installation, physical labor, on-site supervision as a general contractor, or professional design services requiring licensure. - Fees, Billing Rate, and Invoicing
Services are billed at $175 per hour unless otherwise stated in writing. Flat-fee work or retainers (if applicable) will be described in writing and incorporated into these Terms. Time is billable in increments of 0.25 hours (15 minutes) unless otherwise stated. Invoices are due within seven (7) calendar days of invoice date unless stated otherwise on the invoice. - All Requests and Communications Are Billable
Client agrees that all requests, questions, communications, and support related to Client’s project are billable time, including but not limited to emails, texts, calls, voicemails, voice notes, DMs, follow-ups, reading/reviewing messages and documents, research, analysis, drafting, editing, formatting, version updates, vendor outreach, quote review, coordination, scheduling, troubleshooting, meeting preparation, and post-meeting recaps/action items. Billable time begins when Client requests assistance and includes time spent responding, reviewing, researching, drafting, coordinating, and documenting work. - Retainer (If Applicable)
If a retainer is required, work begins only after payment clears. Retainers are applied to invoices as earned. Any unused portion is handled as stated in the written agreement or invoice terms. - Payment Terms; Late Fees; Collections
Payment is due within seven (7) days of invoice date. Late payments may incur a late fee of 7% per month (or the maximum permitted by applicable law), plus reasonable collection costs. Client is responsible for reasonable attorney fees and collection costs where allowed by law if collection is required. - Work Product Ownership + Nonpayment = No Rights
All drafts, documents, plans, SOPs, templates, checklists, spreadsheets, drawings, notes, models, presentations, pricing guidance, vendor lists, schedules, and other materials created by Consultant are Consultant’s intellectual property until paid in full. No payment means no license. If Client does not pay in full, Client receives no rights to use, copy, modify, share, distribute, implement, or rely on any Deliverables (including drafts). Upon nonpayment, Client must immediately stop using all Deliverables and return or permanently delete/destroy all copies (digital and printed) within five (5) business days of written notice. Any pre-payment sharing of drafts is for review only and does not transfer ownership or usage rights. - Limited License Upon Full Payment
Upon full payment of all invoices due, Client receives a non-exclusive, non-transferable, revocable license to use the Deliverables internally for Client’s specific business/project. Client may not resell, publish, publicly post, sublicense, or share Deliverables externally without Consultant’s written permission.
– No reuse/repurposing: Client may use Deliverables only for Client’s internal use for the specific project described and may not reuse, repurpose, adapt, template, publish, train on, or apply the Deliverables (or any portion of them) to other entities, locations, license holders, or projects without Consultant’s prior written consent and an additional license fee, if applicable.
– Client personnel bound: Client is responsible for ensuring that Client’s employees, officers, owners, contractors, consultants, vendors, agents, and representatives (“Client Personnel”) comply with these Terms, including the restrictions on copying, reuse, and distribution. Any breach by Client Personnel is deemed a breach by Client. - Confidentiality
Both Parties agree to keep non-public business information confidential. Consultant may reference non-confidential project outcomes in a portfolio unless Client requests confidentiality in writing. Client will ensure that Client Personnel who receive any Deliverables or Confidential Information are bound by confidentiality and non-use obligations at least as protective as these Terms, and Client remains responsible for their compliance. - Third-Party Vendors, Contractors, Products, and Services (No Liability)
Client may request that Consultant suggest, introduce, coordinate with, or obtain quotes from third parties (including vendors, contractors, electricians, security providers, architects, engineers, landlords, software providers, inspectors, and other third parties) (‘Third Parties’). Client understands and agrees that Consultant does not control Third Parties and is not responsible for their performance, delays, scheduling, pricing, availability, quality of work, warranties, service interruptions, errors/omissions, code compliance, permitting, inspection outcomes, or damages. Any recommendations, introductions, or coordination are provided as a convenience only and do not constitute an endorsement, warranty, or guarantee. All Third Party agreements are solely between Client and the Third Party. Client is responsible for reviewing and signing contracts, verifying licenses/insurance, and confirming compliance with law, building codes, and regulatory requirements. Consultant is not responsible for vendor payment disputes, chargebacks, deposits, refunds, shipping delays, backorders, damaged goods, installation issues, or manufacturer warranty claims. - No Professional Licensure; No Legal/Engineering/GC Advice
Consultant is not acting as (and does not provide services as) an attorney, accountant, architect, engineer, licensed security professional, or general contractor. Client must consult qualified professionals for legal interpretations, tax/accounting, engineered plans, stamped drawings, electrical/mechanical/HVAC design, life safety/fire protection, construction/code compliance, and other licensed services. - Regulatory & Business Outcomes Not Guaranteed
Regulatory outcomes (licensing, inspections, permits, approvals), operational results (yields, margins, timelines), and vendor performance cannot be guaranteed. Client assumes all risk related to business decisions, compliance outcomes, and implementation of recommendations. - Client Responsibilities
Client is responsible for timely and accurate information, decisions, approvals, site/facility access, and coordination with its internal team and Third Parties. Client is responsible for final decisions and implementation. Delays or changes caused by Client may increase costs and extend timelines. - Indemnification
Client agrees to defend, indemnify, and hold harmless Consultant (including Consultant’s affiliates, contractors, and representatives) from and against any claims, damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) Client’s business operations or compliance obligations; (b) Client’s use or implementation of Deliverables or recommendations; (c) any Third Party products, services, contracts, or performance; (d) injuries, property damage, delays, or economic losses connected to Client’s project; and/or (e) Client’s breach of these Terms, except to the extent caused by Consultant’s gross negligence or willful misconduct. - Limitation of Liability
To the maximum extent permitted by law: Consultant is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of data, or business interruption, even if advised of the possibility. Consultant’s total liability for any claim related to the Services/Deliverables is limited to the total amount actually paid to Consultant by Client for the Services giving rise to the claim during the ninety (90) days preceding the event giving rise to the claim. Client acknowledges these limitations are a material part of the agreement and pricing. - Suspension of Work
If any invoice is past due, Consultant may immediately pause all work until the account is current, without liability for delays, missed deadlines, or impacts. - Changes; Out-of-Scope Requests
Requests outside the agreed scope are billed at the hourly rate or separately quoted, and must be approved by Client in writing (email/text acceptable) prior to work proceeding. - Scheduling, Cancellations, and Minimums
Meeting minimum: scheduled meetings/calls are billed in a one (1) hour minimum, unless otherwise agreed in writing. Cancellation/reschedule: if Client cancels or reschedules with less than 24 hours’ notice, Client will be billed one (1) hour (or the scheduled duration, whichever is less). No-show: no-shows are billed for the scheduled duration, minimum one (1) hour. - No Chargebacks / Dispute Notice
Client agrees not to initiate any chargeback or payment dispute without first providing written notice and a reasonable opportunity to cure. Client must provide written notice of any invoice dispute within five (5) business days of invoice date, describing the specific item(s) disputed. The Parties will attempt to resolve disputes in good faith within ten (10) business days of notice. Undisputed portions of the invoice remain due and payable on time. Chargebacks or payment reversals are a material breach and may result in immediate suspension of services and collections. - Written-Confirmation Priority
Client agrees that instructions, approvals, and scope changes are best controlled in writing. If instructions are given verbally, Consultant may summarize in writing; that written summary controls unless Client objects within 24 hours. - IP Carve-Out
Even after full payment, Consultant retains all rights to Consultant’s pre-existing materials, tools, know-how, frameworks, templates, and methodologies (‘Background IP’). Deliverables may incorporate Background IP; Client receives only the limited license in these Terms for the specific project/internal use. - Termination
Either Party may terminate with written notice. Client remains responsible for all fees incurred through the termination date. Work product rights do not transfer unless paid in full. - Dispute / Collection
The Parties will attempt to resolve disputes in good faith. If collection is required, Client agrees to pay reasonable collection costs (including attorney fees where allowed). - Governing Law / Venue
This agreement is governed by the laws of the State of Minnesota. Venue shall be in the state or federal courts located in Minnesota, unless the Parties agree otherwise in writing. - Acceptance
Client accepts these Terms by any of the following: signing, paying a retainer/invoice, confirming approval by email/text, or requesting/using services.
