Terms of Service

Effective date: August 24, 2025

These Terms of Service (“Terms”) govern your use of and engagement with the consulting and strategy services of James Archer, LLC (“we,” “us,” “our”). By requesting, purchasing, or using our Services, you agree to these Terms.

1) Services

We provide brand, positioning, business, marketing, and related consulting and strategy services on a project, retainer, or hourly basis (the “Services”). Details for any engagement—including scope, deliverables, timelines, and fees—will be stated in a separate written Consulting Agreement, Statement of Work (SOW), order, or proposal (each, an “Engagement Document”).

2) Order of precedence

These Terms form a master framework. If an Engagement Document conflicts with these Terms, the Engagement Document controls for that engagement.

3) Fees, invoicing, and payments

Currency. All amounts are in U.S. Dollars (USD).
Invoicing & due date. Unless otherwise stated in an invoice or Engagement Document, invoices are due upon receipt.
Retainers. Unless stated otherwise, retainers are billed monthly in advance to reserve availability for the upcoming period.
Payment methods. We use third‑party processors (e.g., Stripe) to collect payments.
Late payments. We may suspend Services for unpaid balances and charge a late fee/interest up to the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.
Expenses & taxes. Client reimburses pre‑approved out‑of‑pocket expenses and is responsible for any applicable taxes, excluding our income taxes.

4) Cancellation and rescheduling

Standard notice. Unless your Engagement Document states otherwise, either party may cancel project or retainer Services with seven (7) calendar days’ written notice.
Effect of cancellation. You owe payment for all work performed through the effective date. Retainers remain non‑refundable for the period covered prior to notice; cancellation takes effect at the end of the notice period.
Rescheduling. If you postpone meetings/reviews that block progress for more than 14 days, we may reallocate time; re‑start timing is subject to availability and may require a schedule/fee adjustment.

5) Refunds

All fees are non‑refundable to the fullest extent permitted by law. For mid‑engagement cancellations, we will issue a final pro‑rata invoice for work performed to date based on the scope and rates in the applicable Engagement Document.

6) Changes in scope

Work outside the agreed scope requires a written change order and may affect fees and timelines. We aren’t obligated to start out‑of‑scope work until both parties agree in writing.

7) Client responsibilities

Client will: (a) provide timely access to information, systems, and stakeholders; (b) designate a primary decision‑maker; (c) review and approve deliverables promptly; and (d) ensure all client‑provided materials are accurate, lawful, and properly licensed. Delays in (a)–(d) may extend timelines and increase costs.

8) Confidentiality

Each party may use the other’s Confidential Information solely to perform or receive the Services and will protect it using reasonable measures. Confidential Information excludes information that is public, independently developed, or lawfully obtained from a third party. We may disclose Confidential Information if required by law with reasonable notice where permitted.

9) Intellectual property

Pre‑existing IP. Each party retains ownership of its pre‑existing and general know‑how, methodologies, and frameworks.
Deliverables. Upon full payment of all amounts due for an engagement, you receive a non‑exclusive, worldwide, perpetual license (or, if stated in your Engagement Document, an assignment) to use the final deliverables for your internal business purposes. We retain rights in underlying tools, processes, and non‑client‑specific templates.
Third‑party materials. Some deliverables may include third‑party materials under their own licenses; your use must comply with those terms.
Portfolio use. We may display non‑confidential work product (e.g., project name, logo, screenshots, case studies) in portfolios, presentations, and marketing, unless your Engagement Document or written notice states otherwise.

10) Publicity and references

Unless you opt out in writing, you grant us permission to identify you as a client (name and logo) in client lists and proposals. We won’t disclose Confidential Information without consent.

11) No guarantees; disclaimers

Consulting outcomes can vary. We do not guarantee any specific results (e.g., revenue, rankings, conversions). To the fullest extent permitted by law, the Services and all deliverables are provided “as is” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement.

12) Limitation of liability

To the maximum extent permitted by law, our total liability arising out of or related to the Services will not exceed the fees paid by you for the specific Services giving rise to the claim. We are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits or revenue, business interruption, or data loss.

13) Indemnification

You will defend, indemnify, and hold us harmless from claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) your content, directions, or data; (b) your breach of these Terms or applicable law; or (c) your use of the Services or deliverables in violation of third‑party rights.

14) Privacy

Our collection and use of personal information is described in our Privacy Policy. By using the Services, you consent to those practices.

15) Independent contractor; non‑exclusivity

We act as an independent contractor. No partnership, joint venture, or agency is created. We may provide services to other clients, including competitors, unless an Engagement Document states exclusivity.

16) Subcontractors

We may use qualified subcontractors or service providers; we remain responsible for the Services they perform for us.

17) Governing law; venue; disputes

These Terms are governed by the laws of the State of Arizona, excluding conflict‑of‑law rules. The parties will attempt good‑faith resolution; if unresolved, state or federal courts located in Maricopa County, Arizona have exclusive jurisdiction and venue. Each party waives any objection to such courts’ jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction.

18) Force majeure

Neither party is liable for delays or failures due to causes beyond its reasonable control (e.g., natural disasters, internet outages, labor actions, governmental acts). Payment obligations for amounts already incurred are excluded from this relief.

19) Changes to these Terms

We may modify these Terms by posting an updated version on our website. Changes apply prospectively from the posted effective date. If you continue using or engaging the Services after changes take effect, you accept the updated Terms. Engagement Documents in effect on the change date continue under their specified terms unless amended.

20) Notices

Formal notices must be sent by email to james@jamesarcher.co and by mail to: James Archer, LLC Attn: James Archer 929 N Val Vista Dr Ste 109 #1493 Gilbert, AZ 85234 United States

21) Miscellaneous

Assignment. Neither party may assign these Terms without the other’s consent, except either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.
Severability; waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce isn’t a waiver.
Entire agreement. These Terms plus applicable Engagement Documents are the entire agreement regarding the Services and supersede prior discussions.
Headings. Headings are for convenience only.
Survival. Sections that by their nature should survive (including Fees, Refunds, Confidentiality, IP, Disclaimers, Limitation, Indemnification, Governing Law/Venue, and Miscellaneous) will survive termination.