Terms of Service
Consulting Services Agreement
1. Introduction and Acceptance
Welcome to Forge Management ("we," "us," or "our"). These Terms of Service ("Terms") govern your use of our consulting services and establish the legal relationship between Forge Management and our clients ("you" or "Client").
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not proceed with our services.
2. Service Agreements
2.1 Engagement Process
All consulting engagements begin with a detailed consultation to understand your specific needs and objectives. Services will be formalized through a Statement of Work (SOW) that outlines:
- Project scope and deliverables
- Timeline and milestones
- Fee structure and payment terms
- Roles and responsibilities
- Success metrics and evaluation criteria
2.2 Service Categories
Our consulting services may include but are not limited to:
- Strategic planning and business development
- Operations optimization and process improvement
- Digital transformation and technology integration
- Leadership development and organizational change
- Performance management and analytics
3. Project Scope and Deliverables
3.1 Scope Definition
Each engagement will have a clearly defined scope outlined in the Statement of Work. Any changes to the scope must be agreed upon in writing and may result in additional fees.
3.2 Client Responsibilities
Successful project completion requires active client participation, including:
- Providing timely access to necessary information and personnel
- Participating in scheduled meetings and reviews
- Providing feedback on deliverables within agreed timeframes
- Implementing recommendations as appropriate
3.3 Deliverables
All deliverables will be provided in the format specified in the Statement of Work. Digital deliverables will be provided via secure file sharing or email, unless otherwise specified.
4. Consulting Fees and Payment Terms
4.1 Fee Structure
Our fees may be structured as:
- Fixed project fees
- Hourly rates
- Retainer arrangements
- Value-based pricing
4.2 Payment Terms
Unless otherwise specified in the Statement of Work:
- Invoices are due within 30 days of receipt
- Late payments may incur a 1.5% monthly service charge
- Services may be suspended for accounts more than 60 days past due
- All fees are exclusive of applicable taxes
4.3 Expenses
Pre-approved expenses will be billed at cost. Travel expenses, if required, will be discussed and approved in advance.
5. Intellectual Property Rights
5.1 Client Ownership
Upon full payment of fees, the Client will own all work products specifically created for and delivered to the Client under the engagement, including reports, analyses, and recommendations.
5.2 Forge Management Ownership
Forge Management retains ownership of:
- Pre-existing intellectual property and methodologies
- General knowledge and experience gained during the engagement
- Tools, frameworks, and processes developed independently
5.3 Third-Party Materials
Any third-party materials incorporated into deliverables remain the property of their respective owners and are licensed for use in the specific engagement context.
6. Confidentiality and Non-Disclosure
6.1 Confidential Information
Both parties acknowledge that confidential information may be shared during the engagement. Confidential information includes business strategies, financial data, operational processes, and any information marked as confidential.
6.2 Non-Disclosure Obligations
Both parties agree to:
- Maintain strict confidentiality of all shared information
- Use confidential information solely for the purpose of the engagement
- Implement appropriate safeguards to protect confidential information
- Return or destroy confidential information upon request
6.3 Exceptions
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
7. Liability Limitations and Disclaimers
7.1 Professional Standards
Forge Management will perform all services with professional competence and in accordance with industry standards. However, consulting services involve analysis and recommendations based on available information and assumptions.
7.2 Limitation of Liability
Important: Forge Management's total liability for any claims arising from this engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.
7.3 Disclaimer of Warranties
Services are provided "as is" without warranties of any kind. We disclaim all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
7.4 Consequential Damages
In no event shall Forge Management be liable for any indirect, incidental, special, or consequential damages, including lost profits or business interruption.
8. Termination
8.1 Termination by Either Party
Either party may terminate the engagement with 30 days written notice. In case of material breach, termination may be immediate upon written notice.
8.2 Effect of Termination
Upon termination:
- Client shall pay for all services performed up to the termination date
- Both parties' confidentiality obligations shall survive
- Forge Management will deliver completed work products
- Each party will return confidential information
9. Dispute Resolution
9.1 Good Faith Negotiations
The parties agree to attempt to resolve any disputes through good faith negotiations before pursuing formal legal action.
9.2 Mediation
If negotiations fail, disputes will be submitted to mediation before a mutually acceptable mediator. The costs of mediation will be shared equally.
9.3 Arbitration
If mediation is unsuccessful, disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
10. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions. Any legal action must be brought in the courts of [State].
11. General Provisions
11.1 Entire Agreement
These Terms, together with any Statement of Work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
11.2 Modifications
These Terms may only be modified in writing, signed by both parties.
11.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Force Majeure
Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including acts of God, natural disasters, or government actions.
Contact Information
For questions regarding these Terms of Service, please contact:
Forge Management
legal@forgemanagement.com
(555) 123-4567
[Business Address]