Terms and Conditions
Plain‑English Summary (not a substitute for the Terms)
We provide consulting, training, implementation, and optimization services. Each engagement includes a Statement of Work that defines deliverables, timelines, assumptions, and pricing. You agree to provide the information and access needed for us to do the work and to pay invoices on time. Once work begins, refunds are limited and follow our refund policy.
We keep ownership of our proprietary methodologies, templates, and tools, and you receive a license to use the deliverables for your internal business needs. We protect your confidential information and ask that you protect ours. We stand behind the quality of our work, but we do not guarantee specific business outcomes or results.
If scope or requirements change, we will mutually approve a change order. Our total liability is limited to the fees you paid during the prior three months, and some items are always nonrefundable. Continued use of our website or services means you agree to these Terms.
1. Definitions
1.1 Agreement refers to these Terms and Conditions together with any Statement of Work, proposal, order form, or change order that incorporates these Terms.
1.2 Business Day means Monday through Friday, excluding United States federal holidays.
1.3 Client or you refers to the individual or organization that accesses the website or engages Optimize 360 Consulting for services.
1.4 Deliverables means the work products created specifically for Client under a Statement of Work, including reports, documentation, recommendations, analysis, system configurations, or similar work outputs.
1.5 Services means any consulting, advisory, project management, training, coaching, implementation, strategy, optimization, or related professional services provided by Optimize 360 Consulting.
1.6 Optimize 360 Content means all materials, templates, frameworks, code, scripts, connectors, methodologies, documents, training materials, and intellectual property owned or developed by Optimize 360 Consulting, whether preexisting or created outside the scope of an SOW.
1.7 Digital Products means downloadable or electronically delivered content including templates, toolkits, checklists, guides, or similar digital materials.
1.8 Retainer means a prepaid amount for future services that are drawn down as work is performed.
1.9 Completed Service means any portion of work already performed, including planning, discovery, communication, scheduling, research, meeting time, deliverable preparation, or any initiated task that requires time or effort.
2. Acceptance and Eligibility
You must be at least 18 years old and have the legal authority to bind your organization. By accessing the website, signing an SOW, or using our services, you agree to this Agreement.
3. Use of the Website
3.1 License. You receive a limited, revocable, nonexclusive license to access the website for lawful purposes.
3.2 Prohibited Use. You may not interfere with the website, attempt unauthorized access, reverse engineer any component, transmit malware, or use scraping or data extraction tools without written permission.
3.3 Updates. Website content may change at any time without notice.
3.4 Third Party Links. We are not responsible for the content, accuracy, or policies of external websites linked from our site.
4. Scope of Services and Responsibilities
4.1 Scope. The specific services, deliverables, timeline, assumptions, dependencies, and pricing will be defined in the applicable Statement of Work.
4.2 Client Responsibilities. Client agrees to provide timely access to systems, data, environments, information, personnel, and approvals as reasonably required to perform the services. Client is responsible for the accuracy and completeness of all information provided.
4.3 Work Commencement. Work is considered started when Optimize 360 Consulting begins planning, research, communication, coordination, scheduling, discovery, documentation, or any preparatory activity necessary to perform the services.
4.4 Dependencies. If Client delays required information or approvals, or if assumptions noted in the SOW change, timelines, scope, and fees may be adjusted accordingly.
4.5 Change Orders. Any work not included in the SOW requires a written change order that updates scope, pricing, and timeline. Work may be paused until the change order is approved.
4.6 Scheduling. While Optimize 360 Consulting will make reasonable efforts to meet estimated timelines, all dates are targets unless explicitly stated as binding.
5. Fees, Invoicing, and Taxes
5.1 Fees. Fees are set out in the SOW.
5.2 Retainers and Deposits. Retainers or deposits may be required before work begins and will be applied to future invoices.
5.3 Payment Terms. Invoices are due within ten Business Days of the invoice date unless otherwise stated.
5.4 Late Payments. Overdue amounts may incur a late fee of 1.5 percent per month or the maximum allowed by law. Services may be suspended after five Business Days written notice of nonpayment.
5.5 Expenses. Client will reimburse reasonable preapproved travel or project related expenses as applicable.
5.6 Taxes. All fees are exclusive of taxes. Client is responsible for applicable taxes other than those based on our income.
6. Cancellations and Refunds
6.1 Refund Request Deadline. Refund requests must be submitted within ten Business Days of the original purchase date.
6.2 Eligibility Requirements. Refunds are only available when no work has begun. Work includes planning, discovery, communication, scheduling, research, deliverable preparation, internal coordination, or any activity that requires time or resources.
6.3 Work Already Performed. Once work has begun, refunds are limited to the unused portion of prepaid services. Any completed portion of work is nonrefundable, including meeting preparation, communication, documentation, and partially completed deliverables.
6.4 Partial Refunds. If work is partially completed, any eligible refund will be prorated based on time and work documented as completed before the refund request was submitted.
6.5 Processing Fees. Payment processor fees and nonrecoverable costs may be deducted from any approved refund.
6.6 Refund Processing Timeline. Approved refunds will be issued within seven to ten Business Days.
6.7 Rescheduling and Missed Appointments.
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Clients must provide at least two Business Days notice to reschedule any meeting, training, or session.
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Sessions rescheduled with less than two Business Days notice may be counted as used and nonrefundable.
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Missed appointments without notice are considered completed and nonrefundable.
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Repeated rescheduling may require additional fees or the purchase of a new service package.
6.8 Nonrefundable Items. The following are always nonrefundable:
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Digital products once accessed or delivered
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Completed consulting, training, or workshop sessions
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Strategy sessions, assessments, or discovery consultations
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Administrative, onboarding, or setup fees
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Retainers once any work has begun
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Any completed portion of a deliverable or service
6.9 Digital Products. All digital product sales are final once delivered or accessed. Technical issues will be supported through re delivery or troubleshooting but no refunds will be provided.
6.10 Third Party Services. Refunds cannot be issued for issues caused by third party vendors, software, platforms, or system outages not controlled by Optimize 360 Consulting.
6.11 Subscriptions and Retainers.
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Subscription cancellations must be submitted at least ten Business Days before the next billing cycle.
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Partial months are not refundable.
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If work is performed during a billing cycle, that cycle is considered used.
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Cancellation requests must be submitted in writing.
6.12 Chargebacks. Clients agree to contact Optimize 360 Consulting to attempt resolution before initiating any chargeback. Unauthorized chargebacks may result in service suspension or referral to collections for outstanding balances.
7. Confidentiality
7.1 Definition. Confidential Information means any nonpublic business, operational, system, financial, or technical information disclosed by either party.
7.2 Obligations. Each party will protect Confidential Information using at least the same level of care used for its own confidential information, but not less than reasonable care.
7.3 Exclusions. Confidential Information does not include information that becomes public without breach, is independently developed, or is lawfully provided by a third party.
7.4 Required Disclosure. A party may disclose Confidential Information if required by law after providing notice when legally permitted.
7.5 Duration. Confidentiality obligations last for three years after termination, except that trade secrets remain protected as long as they remain trade secrets.
7.6 Privacy Rights. Client personal data, inquiry data, and project information are handled in accordance with our Privacy Policy. Clients may request access to, correction of, or deletion of their personal information as described in the Privacy Policy. Privacy requests will be responded to within the timeframes stated in the Privacy Policy.
8. Data Security and Personal Data
8.1 Security Measures. We implement commercially reasonable safeguards to protect information processed during the services.
8.2 Client Systems. Client is responsible for security within its own technology environments, including its Microsoft 365 tenant.
8.3 Personal Data. If personal data is processed on behalf of Client, a data processing addendum can be provided.
8.4 Data Loss. We are not responsible for data loss arising from system issues outside our reasonable control.
8.5 Privacy Policy. Personal information collected through the website, forms, or client interactions is handled and protected in accordance with our Privacy Policy. Data retention, deletion requests, and privacy rights are governed by the Privacy Policy.
8.6 International Processing. Client acknowledges that personal information may be processed or stored on secure servers located outside their geographic region, depending on our service providers and operational needs.
9. Intellectual Property
9.1 Ownership. Each party retains ownership of its preexisting intellectual property.
9.2 Optimize 360 Content. We retain ownership of all Optimize 360 Content, including any enhancements made during the performance of services.
9.3 License to Deliverables. Upon full payment, Client receives a perpetual, nonexclusive, nontransferable license to use the Deliverables for internal business purposes.
9.4 Restrictions. Client may not sell, distribute, publish, or sublicense Deliverables or Optimize 360 Content without written permission unless allowed by the SOW.
9.5 Third Party and Open Source Components. Certain components may be governed by third party licenses, which Client must follow.
9.6 Portfolio Use. We may reference Client name and general project descriptions in portfolios unless Client requests otherwise. Use of Client logos requires approval.
10. Acceptable Use of Services
Client may not use the services in violation of law or request that we implement configurations that violate third party platform terms.
11. No Legal or Financial Advice
We do not provide legal, financial, tax, or accounting advice. Client should obtain independent professional advice for these areas.
12. Warranties and Disclaimers
12.1 Warranty. Optimize 360 Consulting warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.
12.2 Exclusive Remedy. Client’s exclusive remedy for breach of warranty is the re performance of the nonconforming services or, if re performance is not commercially reasonable, a refund of the portion of fees paid for the nonconforming services.
12.3 Disclaimer. Except for the limited warranty stated above, all services, deliverables, and website content are provided as is and as available. Optimize 360 Consulting does not guarantee specific business results, performance outcomes, or financial improvements. All implied warranties, including merchantability and fitness for a particular purpose, are disclaimed.
13. Indemnification
13.1 Our Indemnity. We will indemnify Client for claims alleging that our Deliverables infringe a United States intellectual property right, subject to exclusions and cooperation requirements.
13.2 Exclusions. We are not responsible for claims arising from Client modifications, instructions, combinations with third party items, or continued use after notice.
13.3 Client Indemnity. Client will indemnify us for claims arising from Client data, Client misuse of the services, or violation of law.
14. Limitation of Liability
14.1 Liability Cap. To the fullest extent permitted by law, the total aggregate liability of Optimize 360 Consulting for any claim arising out of this Agreement will not exceed the fees paid by Client for the services giving rise to the claim during the three month period preceding the event.
14.2 Excluded Damages. Neither party is liable for indirect, incidental, special, consequential, or exemplary damages, including loss of revenue, profits, goodwill, or data, even if advised of the possibility of such damages.
14.3 Exceptions. The limitations in this section do not apply to confidentiality obligations, indemnification obligations, or unpaid fees owed by Client.
15. Termination and Suspension
15.1 Term. The Agreement begins on the Effective Date of the SOW and continues until completion or termination.
15.2 Termination for Convenience. Either party may terminate an SOW with ten Business Days written notice.
15.3 Termination for Cause. Either party may terminate for material breach if not cured within five Business Days.
15.4 Suspension. We may suspend services for nonpayment or material violations.
15.5 Effect of Termination. Client will pay for all services performed through the termination date. Each party will return or destroy Confidential Information upon request.
16. Non Solicitation
Client will not solicit or hire our employees or contractors who worked on the project for twelve months after the last date of services, unless we provide written consent.
17. Force Majeure
Neither party is liable for delays caused by events outside reasonable control, including disasters, power failures, pandemics, or government actions.
18. Electronic Communications and Signatures
Electronic signatures and approvals are valid and enforceable. Notices may be delivered by email and are effective upon confirmed receipt
19. Export Compliance
Each party will comply with applicable export control and sanctions laws.
20. Cookies and User Content
20.1 User Content. If Client submits testimonials, feedback, comments, or suggestions, Client grants Optimize 360 Consulting a nonexclusive, royalty free license to use the content for internal improvement and business operations. Public attribution will only be used with Client consent.
20.2 Cookies. The website may use cookies and analytics tools to improve functionality and user experience. Details regarding the types of cookies used, data collected, and cookie preferences are described in our Privacy Policy. Clients may manage or disable cookies through their browser settings.
20.3 Privacy Policy Reference. All data collection, use, retention, international processing, and privacy rights are governed by our Privacy Policy. Clients may opt out of marketing communications at any time using the methods described in the Privacy Policy.
21. Government Use
Deliverables are commercial items provided with only the rights set out in this Agreement.
22. Governing Law
This Agreement is governed by the laws of the State of California. The exclusive venue for disputes is the state or federal courts in San Bernardino County, California.
23. Independent Contractor
We are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
24. Assignment
Neither party may assign this Agreement without written consent except to a successor in interest in connection with a merger or acquisition that is not a direct competitor of the other party.
25. Entire Agreement
This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all prior communications. Conflicts are resolved in this order: 1 the SOW, 2 these Terms, 3 referenced policies.
26. Changes to These Terms
We may update these Terms from time to time. Material updates will be communicated to active Clients. Continued use of the website or services after the effective date constitutes acceptance of the updated Terms.
27. Contact
Optimize 360 Consulting, LLC
Website: www.optimizing360.com
Email: consulting@optimizing360.com
Rancho Cucamonga, CA
A legal disclaimer
Effective Date: June 5, 2025
Last Updated: February 12, 2026
These Terms and Conditions govern your use of the Optimize 360 Consulting website and any consulting, advisory, training, implementation, optimization, project management, or related professional services provided by Optimize 360 Consulting, LLC. By accessing the website or using our services, you agree to these Terms and to our Privacy Policy. If you do not agree, you may not use the website or the services.