Terms & Conditions

Last Updated: January 30, 2025

1. Agreement to Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you and Debbie Phillips Consulting LLC ("Company," "we," "us," or "our"). By accessing our website, engaging our services, or entering into a consulting agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Services

2.1 Scope of Services

Debbie Phillips Consulting LLC provides professional consulting services including, but not limited to:

• Fundraising development and donor cultivation
• Grant writing and funding strategy
• Strategic planning and facilitation
• Enterprise development consulting
• Organizational capacity building

2.2 Service Agreements

Specific terms for consulting services will be outlined in individual service agreements or engagement letters. In the event of a conflict between these Terms and a service agreement, the service agreement will take precedence for matters related to that specific engagement.

2.3 Professional Standards

We will provide services with reasonable care and skill consistent with professional consulting standards. However, we do not guarantee specific outcomes, funding awards, or results from our consulting services.

3. Client Responsibilities

Clients agree to:

• Provide accurate, complete, and timely information necessary for service delivery
• Cooperate in good faith and respond to requests for information
• Designate appropriate personnel to work with our consultants
• Review and approve deliverables in a timely manner
• Make payments according to agreed terms
• Comply with all applicable laws and regulations

4. Fees and Payment

4.1 Pricing

Service fees are outlined on our website and in individual service agreements. Pricing is subject to change without notice for new engagements. Current clients will be bound by the pricing agreed to in their service agreement.

4.2 Payment Terms

Unless otherwise specified in a service agreement:

• Payment terms will be specified in the service agreement or invoice
• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for overdue accounts

4.3 Expenses

Unless included in the service fee, clients are responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with services, including travel, accommodation, and materials, with prior approval.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment, clients receive ownership of deliverables specifically created for them (such as grant applications, strategic plans, and reports). We retain the right to use general methodologies, concepts, and know-how developed during the engagement.

5.2 Company Materials

All proprietary methodologies, templates, tools, and materials we use remain our intellectual property. Clients receive a limited, non-exclusive license to use deliverables for their intended purpose.

5.3 Website Content

All content on our website, including text, graphics, logos, and images, is our property or licensed to us and is protected by copyright and other intellectual property laws. Unauthorized use is prohibited.

6. Confidentiality

6.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of proprietary and sensitive information shared during the consulting relationship. Confidential information includes business plans, financial data, strategic information, and other non-public information.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was lawfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed pursuant to legal requirements

7. Term and Termination

7.1 Engagement Period

Consulting engagements continue for the period specified in the service agreement or until completion of defined deliverables.

7.2 Termination

Either party may terminate a consulting engagement by providing written notice as specified in the service agreement. Unless otherwise stated, either party may terminate with 30 days written notice.

7.3 Effect of Termination

Upon termination:

• Client remains responsible for payment of all fees for services performed up to the termination date
• We will deliver all completed work products
• Each party will return or destroy confidential information
• Provisions regarding payment, confidentiality, limitation of liability, and dispute resolution survive termination

8. Limitation of Liability

8.1 Disclaimer of Warranties

OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 Exclusion of Consequential Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

8.4 Exceptions

These limitations do not apply to damages resulting from our gross negligence, willful misconduct, or breach of confidentiality obligations, or to the extent prohibited by applicable law.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Debbie Phillips Consulting LLC, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Client's use of our services or deliverables
• Client's breach of these Terms or any service agreement
• Client's violation of any law or third-party rights
• Inaccurate or incomplete information provided by Client

10. Independent Contractor Relationship

Debbie Phillips Consulting LLC operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. We have sole control over how we perform services and retain the right to engage subcontractors as appropriate.

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

11.2 Informal Resolution

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation.

11.3 Mediation

If informal resolution fails, the parties agree to participate in mediation before pursuing litigation or arbitration.

11.4 Jurisdiction and Venue

Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in Ohio, and both parties consent to the jurisdiction of such courts.

12. Website Use

12.1 Acceptable Use

You agree to use our website only for lawful purposes and in accordance with these Terms. Prohibited uses include:

• Violating any applicable laws or regulations
• Attempting to gain unauthorized access to our systems
• Interfering with or disrupting website functionality
• Transmitting harmful code, viruses, or malicious software
• Collecting information about users without consent
• Impersonating another person or entity

12.2 User-Generated Content

If you submit any content through our website (such as contact forms or inquiries), you grant us a non-exclusive, royalty-free right to use, reproduce, and display such content solely for the purpose of providing services and improving our operations.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, pandemics, or other force majeure events.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website with an updated "Last Updated" date. Your continued use of our website or services after changes constitutes acceptance of the modified Terms. Material changes to existing service agreements will require client consent.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms remain in full force and effect.

16. Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and Debbie Phillips Consulting LLC regarding the subject matter herein and supersede all prior agreements and understandings.

17. Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right under these Terms shall not constitute a waiver of that right.

18. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms or delegate obligations without restriction.

19. Notices

All notices under these Terms must be in writing and delivered via email or certified mail to the addresses specified in service agreements or provided through our contact information.

20. Contact Information

For questions regarding these Terms & Conditions, please contact:

Debbie Phillips Consulting LLC
Email: Contact Form
Website: debbiephillips.org

21. Acknowledgment

By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.