Terms of Service
Introduction These Terms of Service ("Terms") govern your access to and use of the web site, services, products, and communications (collectively, the "Services") provided by SPB Consulting ("we", "us", "our"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.
Acceptance and Changes 2.1 Agreement: These Terms form a binding agreement between you and SPB Consulting. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization. 2.2 Modifications: We may update these Terms at any time. We will post the revised Terms and indicate the effective date. Continued use of the Services after changes constitutes acceptance of the revised Terms. It is your responsibility to review the Terms periodically.
Services and Eligibility 3.1 Scope: SPB Consulting provides business consulting services, which may include strategy, operations, marketing, financial advisory, training, workshops, reports, and other professional services as described on our site or in separate statements of work (each, an "Engagement"). 3.2 Eligibility: You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract to use the Services. We may refuse access to any user at our discretion.
Engagements, Proposals and Statements of Work 4.1 Proposals/Statements of Work: Specific terms for a particular Engagement will be set out in a written proposal, contract, or statement of work ("SOW"). The SOW will govern the scope, deliverables, timeline, fees, and payment terms for that Engagement and will supplement and, where conflicts exist, prevail over these Terms. 4.2 Changes: Any changes to scope or schedule must be agreed in writing and may require additional fees.
Fees, Payment and Billing 5.1 Fees: Fees for Services are set forth in the applicable SOW, proposal, invoice, or pricing page. All fees are non-refundable except as expressly specified. 5.2 Expenses: Unless otherwise agreed, you are responsible for agreed-upon expenses incurred in connection with the Engagement (travel, materials, third-party costs). 5.3 Payment Terms: Invoices are due as specified in the SOW or invoice. Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law. We may suspend Services for overdue accounts. 5.4 Taxes: You are responsible for any taxes (except taxes based on our net income) arising from the purchase of Services.
Client Responsibilities 6.1 Cooperation: You will provide timely information, access to personnel and systems, decisions, and approvals necessary for the performance of Services. 6.2 Data and Materials: You are responsible for the accuracy, completeness, and legality of any information, data, or materials you provide. 6.3 Security: You must maintain appropriate security and backups for your systems and data. We are not responsible for loss or corruption of your data except to the extent caused by our gross negligence or willful misconduct.
Confidentiality 7.1 Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with the Services that is designated confidential or that reasonably should be understood to be confidential. 7.2 Obligations: Each party will (a) use Confidential Information only to perform its obligations under these Terms, and (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. 7.3 Exceptions: Confidential Information does not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law or court order (provided notice is given if permitted). 7.4 Return or Destruction: Upon request (or upon termination of an Engagement, where applicable), the receiving party will return or destroy the disclosing party's Confidential Information, except for one archival copy retained under reasonable security.
Intellectual Property 8.1 Pre-Existing IP: Each party retains all right, title and interest in its pre-existing intellectual property. 8.2 Deliverables: Unless otherwise agreed in a SOW or separate written agreement, upon full payment of all fees due under an Engagement, we grant you a non-exclusive, non-transferable, non-sublicensable license to use deliverables created specifically for you in connection with that Engagement for your internal business purposes. We retain ownership of our general methodologies, templates, tools, know-how, and other intellectual property.