These Terms of Engagement (“Terms”) govern all consulting services provided by ISI Consulting (“the firm”) to the client (“you,” “your,” “the company”).
1. Scope of Work
Services are defined in a written Statement of Work (SOW), proposal, or engagement letter agreed by both parties. Work outside the documented scope requires written confirmation and may adjust fees, timeline, or deliverables. Informal advice during discovery or consultation does not expand the contracted scope unless incorporated into an SOW.
2. Fees & Payment
Fees, billing milestones, and payment terms are stated in the applicable SOW. Invoices are due as specified therein. Late amounts may accrue reasonable collection costs. Expenses (travel, third-party tools, or materials) are billed only when pre-approved in writing or listed in the SOW. Retainers, if any, are applied as described in the engagement documents.
3. Confidentiality
Both parties will protect confidential information received from the other and use it only for the engagement. ISI Consulting’s standing obligations are further described in the Non-Disclosure & Confidentiality Notice. Formal engagement confidentiality terms in the SOW and these Terms control if they conflict with general website notices. Obligations survive termination for a commercially reasonable period, except for information that is public, independently developed, or required to be disclosed by law.
4. Intellectual Property
Pre-existing methodologies, frameworks, templates, diagnostic models, and tools of ISI Consulting remain the firm’s property. Deliverables created specifically for you under an SOW are licensed to you for internal business use unless the SOW assigns ownership otherwise. You retain ownership of your data, materials, and pre-existing IP. Neither party may use the other’s trademarks without prior written consent, except for factual client references where mutually agreed.
5. Client Responsibilities
You will provide timely access to accurate information, key personnel, and decision-makers reasonably required for the work. Delays in access, data quality, or internal decisions may extend timelines and affect outcomes. You remain responsible for operational decisions, implementation of recommendations, and compliance with laws applicable to your business.
6. Limitation of Liability
Consulting services are advisory. ISI Consulting does not guarantee specific financial, operational, or commercial results. To the fullest extent permitted by law, the firm’s aggregate liability arising from an engagement is limited to fees paid for the services giving rise to the claim in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, consequential, or lost-profit damages, except for breaches of confidentiality, willful misconduct, or amounts that cannot be limited by law.
7. Termination
Either party may terminate an engagement as provided in the SOW (or, if silent, upon thirty (30) days’ written notice). You remain responsible for fees for work performed through the effective termination date and for non-cancellable third-party costs approved in advance. Provisions on confidentiality, intellectual property, limitation of liability, and governing law survive termination.
8. Governing Law (North Carolina)
These Terms and any related engagement documents are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Exclusive venue for disputes is the state or federal courts located in North Carolina, unless the parties agree in writing to mediation or arbitration. If any provision is held unenforceable, the remainder remains in effect.