1. Introduction

Welcome to Clause ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern the contractual consulting services provided by Clause, a contract consulting firm, to any client, individual or entity ("Client," "you," or "your"). By engaging our services, you agree to be bound by these Terms. Please read them carefully.

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2. Scope of Services

Clause provides contract consulting services, which may include, but are not limited to, contract drafting, review, negotiation support, risk analysis, and compliance advice. The specific services to be provided will be outlined in individual Service Agreements with Clients.

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3. Service Agreement

Prior to commencement of services, Clause will enter into a Service Agreement with the Client. This agreement will specify the scope of work, fees, timelines, deliverables, and any other specific terms relevant to the engagement.

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4. Fees and Payment Terms

• Fee Structure: The fees for services will be outlined in the Service Agreement. Fees may be charged on a project basis, retainer, or hourly rate.

• Invoicing: Invoices will be issued either at the start of the engagement, upon completion of agreed milestones, or on a periodic basis as specified in the Service Agreement.

• Payment Due: Payments are due within 30 days from the date of the invoice unless otherwise agreed. Late payments may incur additional charges.

• Expenses: Any out-of-pocket expenses incurred in the provision of services (e.g., travel, materials) will be billed to the Client with prior approval.

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5. Client Responsibilities

To facilitate effective consulting services, the Client agrees to:

• Provide Clause with accurate and timely information.

• Ensure timely feedback on drafts and deliverables.

• Comply with agreed timelines and milestones. Failure to fulfill these responsibilities may result in delays or additional fees.

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6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This includes any information labeled as confidential or which would reasonably be understood to be confidential by nature. Clause will not disclose such information to third parties without the Client’s consent, except as required by law.

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7. Intellectual Property

Unless otherwise agreed in the Service Agreement:

• All work products developed during the engagement will be considered “works for hire,” and the Client will own the intellectual property rights to these materials upon full payment.

• Clause retains the right to use general knowledge, skills, and experience gained during the engagement for future projects without violating confidentiality.

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8. Limitation of Liability

• Clause will perform the services with reasonable skill and care. However, Clause shall not be liable for any indirect, incidental, or consequential damages arising from the services provided.

• In any event, the total liability of Clause to the Client, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the services under the applicable Service Agreement.

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9. Termination

• Either party may terminate the Service Agreement by providing written notice.

• If the Client terminates the agreement before the completion of the services, the Client will be liable for any work completed and any incurred expenses up to the date of termination.

• Clause reserves the right to terminate the Service Agreement if the Client fails to comply with these Terms, particularly in cases of non-payment.

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10. Force Majeure

Clause will not be liable for delays or failure to perform services caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, labor disputes, or government actions.

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11. Dispute Resolution

In the event of a dispute arising from these Terms or the Service Agreement, both parties agree to first attempt resolution through good faith negotiations. If negotiations fail, disputes will be subject to mediation. If mediation is unsuccessful, the dispute will be subject to binding arbitration under the rules of an agreed arbitration body.

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12. Governing Law

These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Clause is registered, without regard to its conflict of law provisions.

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13. Amendments

Clause reserves the right to amend these Terms from time to time. Any changes will be communicated to the Client, and continued use of our services after such amendments shall constitute agreement to the revised Terms.

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14. Contact Information

For any questions or concerns regarding these Terms, please contact Clause at:

Clause Contract Consulting Firm
[Address]
[Phone Number]
[Email Address]