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Terms & Conditions

Engagement overview

This Terms and Conditions lists the legal terms by which the Consultant will provide services to the Client. These terms form the whole agreement between the parties when signed, or otherwise accepted through use of consultation services.

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Definitions

  • Consultant: the person or entity delivering services.

  • Client: the person or entity engaging the Consultant.

  • Services: the consultancy services described in the SOW or proposal.

  • SOW: statement of work, brief, proposal, or scope describing deliverables, milestones, schedule, and fees.

  • Confidential Information: non-public information disclosed by either party marked or understood to be confidential.

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Scope of Services

  • What is delivered: The Consultant will perform the Services described in the SOW. Any work outside the SOW is out of scope until agreed in writing.

  • Change control: Client requests for changes will be documented and may adjust price, timeline, and resources. Changes proceed only after written agreement.

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Fees and payment

  • Fees: Fees are set out in the SOW and charged on a time-and-materials or fixed-price basis as specified.

  • Invoices: Consultant will invoice according to the schedule in the SOW. Each invoice will include reasonable detail of work performed.

  • Payment terms: Payment is due within 30 days of invoice unless otherwise stated. Late payments accrue interest at the lesser of 1.5% per month or the maximum legal rate.

  • Expenses: Client reimburses pre-approved, reasonable expenses supported by receipts.

  • Taxes: Client is responsible for all taxes, duties, and levies arising from payments under this agreement, excluding taxes on the Consultant’s net income.

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Term and termination

  • Term: The agreement starts on the effective date in the SOW and continues until completion or earlier termination.

  • Termination for convenience: Either party may terminate on 30 days’ written notice. Client pays for Services performed and expenses incurred to termination date.

  • Termination for cause: Material breach not cured within 14 days after written notice allows the non-breaching party to terminate immediately.

  • Effect of termination: Upon termination Consultant returns Client materials, delivers work in progress, and Client pays outstanding invoices and reasonable wind-down costs.

Intellectual property

  • Background IP: Each party retains ownership of IP it owned before this engagement and any IP developed outside the Services.

  • Deliverables: Unless the SOW states otherwise, Consultant assigns to Client all right, title, and interest in and to the final deliverables created specifically for the Client following full payment. Consultant retains ownership of methodologies, tools, templates, know-how, and pre-existing components incorporated in deliverables, subject to a non-exclusive license to Client to use them as part of the deliverables.

  • Moral rights: Consultant waives moral rights to the extent permitted by law or agrees to provide necessary consents on request.

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Confidentiality and data protection

  • Confidentiality obligation: Each party will keep the other’s Confidential Information secure, use it only to perform the agreement, and not disclose it except to permitted recipients under confidentiality obligations.

  • Permitted disclosures: Disclosures required by law are allowed after prompt notice to the disclosing party where lawful.

  • Personal data: If processing personal data, parties will comply with applicable data protection laws and the data processing details in the SOW. Each party implements appropriate technical and organizational measures to protect personal data.  Further details can be found in the Privacy Policy on the Faithful Food Solutions, LLC website, or available upon request.

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Warranties and disclaimers

  • Consultant warranty: Consultant warrants that Services will be performed with reasonable skill and care in accordance with industry standards.

  • Client warranties: Client warrants that it has the rights to the material it provides and will supply timely cooperation and access.

  • Disclaimer: Except as expressly stated, all other warranties, express or implied, including fitness for a particular purpose and non-infringement, are excluded to the maximum extent permitted by law.

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Liability and indemnities

  • Limitation of liability: Except for liability for willful misconduct, fraud, death or personal injury, or indemnities for third-party intellectual property claims, neither party’s aggregate liability arising from the agreement will exceed the total fees paid by the Client to the Consultant in the 12 months preceding the claim.

  • Indirect damages: Neither party will be liable for indirect, incidental, consequential, or loss-of-profit damages.

  • Indemnity: Consultant will indemnify Client for third-party claims that Deliverables infringe third-party IP, provided Client promptly notifies Consultant, allows Consultant to control the defense or settlement, and provides reasonable assistance.

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Subcontracting and personnel

  • Use of subcontractors: Consultant may engage subcontractors but remains responsible for their acts and omissions.

  • Key personnel: If the SOW names key personnel, Consultant will not remove them without Client consent except for resignation, incapacity, or termination for cause.

 

Non-solicitation

  • Employee non-solicit: During the term and for 12 months after termination, Client will not solicit for employment or engagement any Consultant employee or contractor who materially contributed to Services unless agreed in writing or through a placement fee.

 

Insurance

  • Insurance coverage: Consultant will maintain professional indemnity and general liability insurance at commercially reasonable levels and provide certificates on request.

 

Force majeure

  • Excuse for delay: Neither party is liable for delay or non-performance due to events beyond reasonable control (force majeure). The affected party will notify the other and use reasonable efforts to resume performance. If delay exceeds 60 days, either party may terminate on written notice.

 

Notices

  • Method: Notices must be in writing and delivered by email with read receipt, courier, or registered mail to the addresses in the SOW. Notices are effective upon receipt.

 

Governing law and dispute resolution

  • Governing law: This agreement is governed by the law specified in the SOW or, if none specified, the law of the Consultant’s principal place of business in Crawford County, AR.

  • Dispute resolution: Parties will seek to resolve disputes in good faith through negotiation, then mediation, and, failing resolution, by litigation or arbitration as agreed in the SOW.

 

Miscellaneous

  • Relationship: Parties are independent contractors. Nothing creates a partnership, joint venture, or employment.

  • Assignment: Neither party may assign the agreement without the other party’s prior written consent, except to an affiliate or on a sale of substantially all assets.

  • Severability: If a provision is illegal or unenforceable, the remainder survives and the parties will negotiate a replacement provision.

 

Entire agreement: This document together with the SOW, and any executed amendments, constitute the entire agreement and supersede prior understandings.

 

Signature block

Consultant

Name:

Title:

Date:

Signature:

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Client

Name:

Title:

Date:

Signature:

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