Terms and Conditions

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

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