Terms of Service

1. Definitions

• "We," "Us," "Our" refers to T Graham Consulting
• "You," "Your," "Client" refers to the user of our website or services
• "Services" refers to consulting services including bespoke software design, cloud services, technical support, and website implementation
• "Website" refers to www.tgrahamconsulting.com
• "Statement of Work" (SOW) refers to a specific project scope document

2. Acceptance of Terms

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and Cookie Policy. These Terms constitute a legally binding agreement between you and T Graham Consulting.

3. Services Overview

T Graham Consulting provides professional consulting services in:

• Bespoke Software Design: Custom software development and technical architecture
• Cloud Services: Cloud architecture, migration, and optimization (AWS, Google Cloud, Azure)
• Website Implementation: Website design, development, and deployment
• Technical Support: Ongoing technical guidance and troubleshooting

Specific services are detailed in individual Statements of Work (SOWs) or project proposals.

4. Engagement Process

4.1 Initial Contact

You may contact us through our website contact form or email. This initial contact does not create a binding agreement.

4.2 Consultation and Proposal

Following initial discussions, we may provide a project proposal or SOW outlining:

• Project scope and deliverables
• Timeline and milestones
• Fees and payment terms
• Specific terms and conditions

4.3 Agreement Execution

A binding consulting agreement is formed when both parties sign an SOW or written agreement. These Terms are incorporated into all SOWs unless explicitly modified in writing.

5. Scope of Work

5.1 Project Scope

Each project's scope will be defined in an SOW. We will perform services only as described in the agreed SOW.

5.2 Scope Changes

Any changes to project scope must be documented in a signed amendment to the SOW. Additional work outside the agreed scope will be subject to additional fees.

5.3 Client Responsibilities

You agree to:

• Provide timely access to necessary information, systems, and personnel
• Respond to requests for information within reasonable timeframes
• Review and approve deliverables within agreed timeframes
• Provide clear feedback and requirements

6. Fees and Payment

6.1 Fee Structure

Fees are specified in each SOW and may be structured as:

• Fixed project fees
• Hourly rates
• Retainer arrangements
• Milestone-based payments

6.2 Payment Terms

Unless otherwise specified in an SOW:

• Invoices are due within 30 days of invoice date
• Milestone payments are due upon completion of specified milestones
• A deposit may be required before work commences
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less

6.3 Expenses

Unless included in project fees, reasonable out-of-pocket expenses (e.g., travel, software licenses, hosting costs) will be billed separately with appropriate documentation.

6.4 Taxes

Fees are exclusive of applicable sales taxes and other taxes. You are responsible for all taxes except those based on our income.

7. Intellectual Property Rights

7.1 Work Product

Upon full payment, you will own the custom work product specifically created for you under an SOW ("Deliverables"). This does not include:

• Pre-existing materials or tools
• General methodologies or processes
• Third-party components or open-source software

7.2 Pre-Existing Materials

We retain all rights to our pre-existing intellectual property, including frameworks, tools, methodologies, and general knowledge. You receive a non-exclusive license to use such materials incorporated into Deliverables.

7.3 Third-Party Components

Third-party software, libraries, or components are subject to their respective licenses. We will identify significant third-party components in project documentation.

7.4 Portfolio Rights

Unless you request otherwise in writing, we may use completed project work in our portfolio, case studies, and marketing materials. We will not disclose confidential business information without your consent.

8. Confidentiality

8.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's confidential information and use it only for purposes related to the engagement.

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without reference to confidential information
• Must be disclosed by law or court order

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right and authority to enter into this agreement
• Deliverables will materially conform to specifications in the SOW

9.2 Warranty Remedy

For breach of warranty, we will re-perform or correct the non-conforming services at no additional charge within 30 days of notification. This is your exclusive remedy for warranty breach.

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Liability Cap

Our total liability under any SOW shall not exceed the fees paid or payable for the specific project giving rise to the claim, or $10,000 (USD), whichever is greater.

10.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

10.3 Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Breaches of confidentiality
• Intellectual property infringement
• Liabilities that cannot be limited by law

11. Indemnification

11.1 Our Indemnification

We will indemnify you against third-party claims that our Deliverables infringe intellectual property rights, provided you notify us promptly and allow us to control the defense.

11.2 Your Indemnification

You will indemnify us against claims arising from:

• Your content or materials
• Your use of Deliverables in violation of these Terms
• Your business operations or products/services

12. Term and Termination

12.1 Term

Each SOW specifies its term. These Terms remain in effect throughout all engagements unless superseded by written agreement.

12.2 Termination for Cause

Either party may terminate an SOW immediately for material breach if the breach is not cured within 14 days of written notice.

12.3 Termination for Convenience

Either party may terminate an SOW for convenience with 30 days' written notice. You will pay for all services performed and expenses incurred through the termination date.

12.4 Effect of Termination

Upon termination:

• You will pay all outstanding fees and expenses
• We will deliver all completed work product
• Each party will return or destroy confidential information
• Sections regarding confidentiality, intellectual property, liability, and dispute resolution survive termination

13. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond reasonable control, including acts of God, war, terrorism, pandemic, government restrictions, power outages, or internet failures. Performance will be suspended during such events and resumed when circumstances permit.

14. Website Use

14.1 Acceptable Use

You may use our website for lawful purposes only. You agree not to:

• Violate any applicable laws or regulations
• Infringe intellectual property rights
• Transmit malicious code or viruses
• Attempt to gain unauthorized access
• Interfere with website operation
• Harvest or collect user information

14.2 Website Content

All website content, including text, graphics, logos, and software, is our property or licensed to us and protected by copyright and other intellectual property laws.

14.3 Links to Third-Party Sites

Our website may contain links to third-party websites. We do not endorse or assume responsibility for third-party content or practices.

15. Dispute Resolution

15.1 Negotiation

Parties agree to attempt to resolve disputes through good-faith negotiation for 30 days before pursuing formal proceedings.

15.2 Governing Law

These Terms are governed by the laws of the State of Washington, without regard to conflict of law principles.

15.3 Jurisdiction

Subject to any mandatory consumer protection laws, parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Washington.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any SOW, constitute the entire agreement and supersede all prior agreements and understandings.

16.2 Amendments

We may update these Terms by posting changes on this page. Material changes will be notified via email or website notice. Continued use after changes constitutes acceptance.

16.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to reflect the parties' intent.

16.5 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.6 Independent Contractor

We are an independent contractor, not an employee, agent, or partner. Nothing in these Terms creates an employment, agency, or partnership relationship.

16.7 Notices

Notices must be in writing and sent to the email address provided during engagement or to hello@tgrahamconsulting.com for us. Notices are effective upon receipt.

17. Contact Information

For questions about these Terms, please contact us:

• Email: hello@tgrahamconsulting.com
• Website: www.tgrahamconsulting.com