Terms and Conditions
Please read these terms carefully before using our services or website.
📅 Effective Date: 28 February 2025Agreement to Terms
By accessing or using the services of Upscale Insightslock Consulting, you agree to be bound by these Terms and Conditions. If you disagree with any part of these terms, you may not access our services or website.
1. Definitions
In these Terms and Conditions:
- “Company,” “We,” “Us,” “Our” refers to Upscale Insightslock Consulting
- “Client,” “You,” “Your” refers to the individual or entity using our services
- “Services” refers to all consulting, advisory, and related services provided by the Company
- “Website” refers to upscaleinsightslockconsulting.com and all associated pages
- “Agreement” refers to any formal consulting engagement or service contract
- “Deliverables” refers to reports, strategies, analyses, and other work products provided to clients
2. Services Overview
2.1 Scope of Services
Upscale Insightslock Consulting provides professional consulting services including but not limited to:
- Strategic growth consulting and business planning
- AI and human-centric innovation advisory
- Business intelligence and analytics
- Operational excellence and process optimization
- Leadership development and talent management
- Change management and organizational transformation
- Digital strategy and execution
- Business documentation and systems development
2.2 Service Delivery
Services are provided based on individual engagement agreements which specify:
- Specific scope of work and objectives
- Timeline and milestones
- Fees and payment terms
- Deliverables and success criteria
- Roles and responsibilities of both parties
3. Engagement Process
1️⃣ Initial Consultation
Complimentary strategy session to understand your needs
2️⃣ Proposal
Detailed proposal outlining scope, approach, and investment
3️⃣ Agreement
Formal service agreement signed by both parties
4️⃣ Execution
Service delivery according to agreed timeline and scope
4. Client Responsibilities
To ensure successful service delivery, clients agree to:
4.1 Information Provision
- Provide timely, accurate, and complete information required for the engagement
- Grant reasonable access to relevant personnel, systems, and documentation
- Respond promptly to requests for information or feedback
- Designate a primary point of contact for the engagement
4.2 Cooperation and Communication
- Participate actively in scheduled meetings and working sessions
- Provide timely feedback on deliverables and recommendations
- Communicate any concerns or issues promptly
- Allocate necessary internal resources to support the engagement
4.3 Implementation
- Understand that successful outcomes depend on client implementation of recommendations
- Take responsibility for decisions made based on our advisory services
- Acknowledge that we provide guidance and expertise, not guarantees of specific results
5. Fees and Payment Terms
5.1 Fee Structure
Our fees are determined based on:
- Scope and complexity of the engagement
- Required expertise and seniority of consultants
- Estimated time and resources needed
- Value delivered to the client
Fees may be structured as:
- Fixed Fee: Predetermined amount for defined scope of work
- Time and Materials: Based on actual hours worked at agreed rates
- Retainer: Ongoing monthly fee for continuous advisory services
- Value-Based: Tied to specific outcomes or results achieved
5.2 Payment Terms
- Invoices are issued according to the payment schedule in the service agreement
- Payment is due within 30 days of invoice date unless otherwise agreed
- Late payments may incur interest charges of 2% per month or the maximum allowed by law
- Deposits or advance payments may be required for new clients or large engagements
5.3 Expenses
Unless otherwise agreed, clients will reimburse reasonable expenses including:
- Travel and accommodation for on-site work
- Third-party services or tools required for the engagement
- Materials and resources specific to the project
6. Intellectual Property Rights
6.1 Company IP
We retain all rights to:
- Our methodologies, frameworks, and proprietary tools
- Pre-existing intellectual property used in service delivery
- General knowledge and experience gained during engagements
- Templates, models, and materials developed independently
6.2 Client IP
Clients retain ownership of:
- All confidential information and data provided to us
- Pre-existing intellectual property and business assets
- Company-specific deliverables created specifically for the client
6.3 Deliverables
Upon full payment:
- Clients receive a license to use deliverables for their internal business purposes
- We retain the right to use general insights and non-confidential learnings
- Case studies or testimonials require explicit client approval
7. Confidentiality
7.1 Mutual Obligations
Both parties agree to:
- Maintain confidentiality of all proprietary and sensitive information
- Use confidential information only for the purposes of the engagement
- Protect confidential information with reasonable security measures
- Return or destroy confidential information upon request or engagement completion
7.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly available or becomes public through no breach of this agreement
- Was rightfully known prior to disclosure
- Is independently developed without use of confidential information
- Must be disclosed by law or regulatory requirement
7.3 Duration
Confidentiality obligations survive for 5 years after the end of the engagement or as specified in the service agreement.
8. Limitation of Liability
8.1 Advisory Nature of Services
Our services are advisory in nature. We:
- Provide professional opinions, recommendations, and guidance
- Do not guarantee specific business outcomes or results
- Cannot control client implementation of recommendations
- Are not responsible for client business decisions
8.2 Liability Cap
To the maximum extent permitted by law:
- Our total liability is limited to the fees paid for the specific engagement
- We are not liable for indirect, consequential, or punitive damages
- This includes lost profits, lost revenue, or business interruption
- Liability limitations apply regardless of the form of action
8.3 Exceptions
Liability limitations do not apply to:
- Gross negligence or willful misconduct
- Fraud or fraudulent misrepresentation
- Breaches of confidentiality obligations
- Matters that cannot be limited by law
9. Warranties and Disclaimers
9.1 Our Warranties
We warrant that:
- Services will be performed with professional skill and care
- We have the necessary expertise and qualifications
- Services will comply with applicable laws and regulations
- We have authority to enter into the service agreement
9.2 Disclaimers
Except as expressly stated:
- Services are provided “as is” without additional warranties
- We make no warranties about specific outcomes or results
- We do not warrant that recommendations will achieve desired objectives
- External factors beyond our control may affect results
10. Term and Termination
10.1 Engagement Term
Engagements continue until:
- Completion of the agreed scope of work
- The end date specified in the service agreement
- Termination by either party as provided below
10.2 Termination for Convenience
Either party may terminate with 30 days written notice. Upon termination:
- Client pays for all services rendered up to the termination date
- We will deliver work completed to that point
- Both parties return confidential information
- Confidentiality and IP provisions survive termination
10.3 Termination for Cause
Either party may terminate immediately if the other party:
- Materially breaches the agreement and fails to remedy within 15 days
- Becomes insolvent or enters bankruptcy proceedings
- Engages in fraudulent or illegal conduct
11. Indemnification
Client agrees to indemnify and hold us harmless from claims arising from:
- Client’s implementation of recommendations
- Inaccurate or incomplete information provided by client
- Client’s breach of this agreement
- Client’s violation of laws or third-party rights
We will indemnify client against claims arising from:
- Our gross negligence or willful misconduct
- Our breach of confidentiality obligations
- Our infringement of third-party intellectual property rights
12. Force Majeure
Neither party is liable for failure to perform due to circumstances beyond reasonable control, including:
- Natural disasters, pandemics, or public health emergencies
- War, terrorism, or civil unrest
- Government actions, laws, or regulations
- Strikes, labor disputes, or utility failures
- Internet or telecommunications failures
In such events, the affected party will notify the other promptly and make reasonable efforts to mitigate the impact.
13. Website Use
13.1 Acceptable Use
When using our website, you agree not to:
- Violate any applicable laws or regulations
- Infringe on intellectual property or other rights
- Transmit malicious code or disrupt the website
- Collect user information without authorization
- Impersonate others or provide false information
- Use automated systems to access the site without permission
13.2 Content Accuracy
While we strive for accuracy:
- Website content is for general information purposes
- We do not warrant completeness or accuracy of all content
- Content should not replace professional advice for specific situations
- We reserve the right to modify content without notice
13.3 Third-Party Links
Our website may contain links to third-party sites:
- We do not endorse or control third-party content
- We are not responsible for third-party sites or their practices
- Users access third-party sites at their own risk
14. Data Protection and Privacy
Our collection and use of personal information is governed by our Privacy Policy and POPIA Privacy Notice. By using our services, you acknowledge that you have read and understood these policies.
Key privacy commitments:
- We process personal data in compliance with POPIA
- We implement appropriate security measures
- We respect your privacy rights
- We only use data for legitimate business purposes
15. Dispute Resolution
15.1 Negotiation
In the event of a dispute, parties agree to first attempt resolution through good faith negotiation.
15.2 Mediation
If negotiation fails, parties agree to attempt mediation before pursuing litigation, unless:
- Immediate injunctive relief is required
- Collection of undisputed fees is needed
- The dispute involves intellectual property rights
15.3 Jurisdiction
These terms are governed by the laws of South Africa. Parties submit to the exclusive jurisdiction of South African courts for any disputes.
16. General Provisions
16.1 Entire Agreement
These Terms and Conditions, together with any service agreement, constitute the entire agreement between parties and supersede all prior agreements or understandings.
16.2 Amendments
We may update these terms from time to time. Continued use of services after changes constitutes acceptance. Material changes will be communicated via email or website notice.
16.3 Severability
If any provision is found unenforceable, the remainder of the agreement continues in full force and effect.
16.4 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
16.5 Assignment
Neither party may assign rights or obligations without the other’s written consent, except we may assign to an affiliated entity or in connection with a merger or sale.
16.6 Notices
All notices must be in writing and sent to:
- For Company: Legal@upscaleinsightslockconsulting.com
- For Client: The address or email provided in the service agreement
16.7 Independent Contractors
The relationship between parties is that of independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
17. Professional Standards
We are committed to:
- Maintaining high professional and ethical standards
- Avoiding conflicts of interest
- Providing objective, independent advice
- Continuous professional development
- Compliance with applicable professional regulations
18. Marketing and Testimonials
We may wish to reference our work with you for marketing purposes. We commit to:
- Seeking explicit approval before using your name or logo
- Keeping case studies confidential unless you provide written consent
- Allowing you to review and approve any public references
- Respecting your preference if you decline to be referenced
Questions About These Terms?
If you have questions or need clarification about these Terms and Conditions, please contact us:
📧 Legal@upscaleinsightslockconsulting.com
We’re here to ensure clarity and mutual understanding.
Upscale Insightslock Consulting
Strategic Insights. Scalable Results.
Last Updated: 28 February 2025
