Terms and Conditions
Billing
Fees, payment terms, and any reimbursable expenses will be outlined in a separate statement of work, and Client agrees to pay all invoiced amounts in accordance with those agreed terms.
Fees and Price Adjustments
The Consultant reserves the right to adjust fees on an annual basis upon providing at least thirty (30) days’ written notice to the Client.
For project-based or fixed-fee engagements, pricing is based on the estimated time and effort required at the outset of the engagement. If the actual time required to complete the services materially exceeds the original estimate—regardless of whether the scope of work has changed—the Consultant will notify the Client and discuss a reasonable adjustment to fees. Any revised pricing will be mutually agreed upon in writing prior to continuing the affected work.
Confidentiality
Each party shall maintain the confidentiality of all non-public information received under this Agreement and shall not disclose or use such information except as necessary to fulfill its obligations or as required by law.
Termination and Cancellation
Either party may terminate this Agreement for any reason by providing no less than fourteen (14) days’ written notice to the other party.
Upon termination:
Any services performed but not yet invoiced will be billed and are due in accordance with the payment terms of this Agreement.
For services billed on an hourly basis, all unbilled hours worked through the termination date will be invoiced to the Client.
For project-based services not billed hourly, any deposit or upfront payment made is non-refundable and will be forfeited upon cancellation.
All outstanding invoices shall become due upon termination unless otherwise agreed in writing.
Limitation of Liability; Disclaimer of Warranties; Indemnification; Third-Party Services
Disclaimer of Warranties
Consultant provides all services under this Agreement on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Consultant disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, and non-infringement. Consultant does not guarantee any specific results, outcomes, or financial performance. Client acknowledges that all decisions made based on Consultant’s services are made at Client’s own discretion and risk.
Limitation of Liability
To the fullest extent permitted by law, Consultant shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement or the services provided. Consultant’s total cumulative liability under this Agreement, for any and all claims, shall not exceed the total fees paid by Client to Consultant under this Agreement in the three (3) months preceding the event giving rise to the claim.
Indemnification
By Client: Client agrees to indemnify, defend, and hold harmless Consultant from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s use of the services, (b) Client’s breach of this Agreement, or (c) any inaccurate or incomplete information provided by Client.
By Consultant: Consultant agrees to indemnify and hold harmless Client from and against any claims arising directly from Consultant’s gross negligence, willful misconduct, or material breach of this Agreement.
Third-Party Services and Software
Consultant may recommend or assist in implementing third-party software, tools, or service providers. Consultant does not own or control such third-party services and makes no representations or warranties regarding their performance, security, reliability, or continued availability. Client acknowledges that use of any third-party services is subject to the terms and conditions of those providers, and Client assumes all risks associated with their use. Consultant shall not be liable for any damages, losses, or disruptions caused by third-party services.
Intellectual Property
All materials, systems, templates, processes, documentation, and deliverables created or provided by Consultant remain the sole and exclusive property of Consultant unless otherwise agreed in writing.
Consultant grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use such materials solely for Client’s internal business purposes. Client may not reproduce, distribute, modify, or create derivative works without prior written consent from the Consultant.
Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.
Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the State of Indiana. The parties consent to the jurisdiction and venue of such courts.
Hailey Zuercher Consulting 