SYSTEMS EQUAL FREEDOM
Standard Terms and Conditions of Engagement

Effective Date: Upon submission of payment referencing these Terms


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1. PARTIES AND AGREEMENT
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These Terms and Conditions ("Terms") govern all consulting, coaching, training, and related services provided by Systems Equal Freedom LLC ("SEF", "Consultant"), a Wisconsin limited liability company, to the client identified in the associated Proposal or Statement of Work ("Client"). Together, the Proposal or Statement of Work and these Terms constitute the complete agreement between the parties ("Agreement").

Submission of payment by Client constitutes full acceptance of these Terms. In the event of a conflict between these Terms and a Proposal or Statement of Work, the Proposal or Statement of Work controls.


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2. SCOPE OF SERVICES
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SEF will provide the services described in the Proposal or Statement of Work ("Services").

2.1 Engagement Types

SEF provides services under the following structures:

- Fixed-Price Project: A defined scope of work completed for a fixed fee.
- Hourly / Time and Materials: Services billed at an agreed hourly rate against a pre-paid retainer or estimated hours. Actual hours may vary from estimates.
- Monthly Retainer: Ongoing services delivered on a recurring basis, billed at a fixed monthly fee paid in advance.
- Workshop / Training: A single or multi-session engagement for a fixed fee.

2.2 Change Orders

Any request to add, remove, or materially alter the scope of Services requires a written Change Order executed by both parties before taking effect. Work performed outside the defined scope without an executed Change Order does not obligate SEF to continue such work or waive its right to additional compensation.


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3. FEES AND PAYMENT
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3.1 Fee Structure

Fixed-Price Projects: Payment is due in full upon execution of the Proposal unless an alternative schedule is expressly stated. Work begins upon receipt of payment.

Hourly / Time and Materials: Client pre-pays the estimated amount before work begins. SEF invoices against the pre-paid balance. If exhausted, work pauses until additional pre-payment is received. Unused hours are refundable at engagement conclusion.

Monthly Retainer: Retainer fees are invoiced and due in advance of the service month. Unused retainer hours or sessions do not roll over unless expressly stated in the Proposal.

Workshop / Training: Full payment is due upon execution of the Proposal. On-site travel costs are invoiced separately at cost plus 10% and are due upon receipt.

3.2 Invoice Terms

All invoices are due upon receipt. Past-due balances accrue interest at 1.5% per month (18% per annum). SEF may suspend Services if any invoice remains unpaid for more than 15 days without prior written arrangement.

3.3 Taxes

Fees do not include applicable sales, use, or excise taxes. Client is responsible for any taxes assessed on the Services, excluding taxes on SEF's income.


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4. CANCELLATION AND REFUND POLICY
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4.1 Cancellation by Client

Fixed-Price Projects: Cancellation before work begins — full refund less a $250 administrative fee. Cancellation after work has begun — SEF retains fees proportionate to work completed plus the $250 administrative fee. Remaining amounts refunded within 14 business days.

Hourly / Time and Materials: Client may cancel at any time. SEF invoices for all hours worked to the cancellation date. Unused pre-paid amounts refunded within 14 business days.

Monthly Retainer: 30 days written notice required. The final month's retainer is non-refundable. No pro-rata refund for mid-month cancellations.

Workshop / Training: 10+ business days before event — full refund less $250 administrative fee. 5–9 business days — 50% refund. Fewer than 5 business days — no refund. Non-refundable travel costs already incurred are billed to Client regardless of timing.

4.2 Cancellation by SEF

SEF may cancel or reschedule due to circumstances beyond its reasonable control. SEF will refund all prepaid amounts for uncompleted Services within 14 business days and is not liable for consequential damages.


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5. INTELLECTUAL PROPERTY
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5.1 SEF Tools and Frameworks

SEF retains all right, title, and interest in its proprietary methodologies, frameworks, templates, training materials, automation tools, and other tools developed by SEF prior to or independent of any engagement ("SEF IP"). Nothing in this Agreement transfers ownership of SEF IP to Client. Where SEF IP is embedded in Client deliverables, SEF grants Client a non-exclusive, non-transferable license to use such SEF IP solely for Client's internal business operations.

5.2 Client Deliverables

Custom work product created specifically for Client — including documented processes, SOPs, system configurations, and bespoke training materials — is owned by Client upon full payment of all fees owed.

5.3 Client Materials

Client retains ownership of all data, content, and materials provided to SEF. Client grants SEF a limited license to use such materials solely for performing the Services.


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6. CONFIDENTIALITY
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Each party agrees to hold in confidence and not disclose the other party's Confidential Information without prior written consent, using no less than reasonable care.

"Confidential Information" means any non-public business, technical, financial, or operational information disclosed in connection with this Agreement, including Client's business processes and financial data, and SEF's methodologies, pricing, and tools.

Exceptions: information that is publicly available through no fault of the receiving party; was already known to the receiving party; is independently developed without use of the disclosing party's information; or is required to be disclosed by law (with prompt written notice to the disclosing party).

These obligations survive termination for three (3) years.


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7. LIMITATION OF LIABILITY
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7.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEF'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

7.2 Exclusion of Consequential Damages

IN NO EVENT SHALL SEF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Client Responsibility

SEF's Services are advisory and educational in nature. Client is solely responsible for all decisions made in reliance on SEF's recommendations. SEF does not guarantee specific business outcomes.


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8. GOVERNING LAW AND DISPUTE RESOLUTION
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This Agreement is governed by the laws of the State of Wisconsin. Disputes not resolved informally shall be submitted to binding arbitration under AAA rules in Waukesha County, Wisconsin. Either party may seek injunctive relief in court to protect intellectual property or confidential information.


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9. GENERAL PROVISIONS
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9.1 Independent Contractor: SEF is an independent contractor. No employment, partnership, or agency relationship is created.

9.2 Non-Solicitation: During any active engagement and for twelve (12) months following completion, Client agrees not to solicit or directly engage any SEF personnel who participated in the Services without SEF's prior written consent.

9.3 Entire Agreement: This Agreement supersedes all prior discussions and agreements. Amendments must be in writing and signed by both parties.

9.4 Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary, and remaining provisions continue in full force.

9.5 Waiver: Failure to enforce any provision does not waive the right to enforce it in the future.

9.6 Force Majeure: Neither party is liable for delays caused by circumstances beyond their reasonable control.

9.7 Notices: All notices must be in writing, delivered via email to the addresses in the Proposal or Statement of Work, effective upon confirmation of receipt.


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Systems Equal Freedom LLC | systemsequalfreedom.com | Brookfield, Wisconsin
Questions? Contact us via the Contact page.

Last updated: March 2026