Terms of Use

These Terms of Use (“Terms”) govern your use of kolton.consulting (the “Site”) and, together with any signed proposal or statement of work (“SOW”), engagement of consulting services from Kolton Consulting (“Kolton Consulting,” “we,” “I”) of Santa Rosa Beach, Florida. By using the Site or engaging services, you agree to these Terms.

1. The Site & its content

Site content is general information about my services. It is not advice for your specific situation, and no consultant-client relationship is created by reading it, contacting me, or booking a call. Descriptions of services, methods, and past outcomes are illustrative only.

2. Services & engagements

• SOW controls. Every engagement is defined by its signed SOW or proposal (scope, deliverables, fees, timeline). If these Terms and an SOW conflict, the SOW wins for that engagement.
• Professional advice disclaimer. I provide operations and business consulting. I am not a lawyer, accountant, financial adviser, or insurance professional, and nothing I deliver constitutes legal, tax, investment, or similar regulated advice. Decisions with legal or financial consequences should be reviewed with the appropriate licensed professional.
• No guaranteed outcomes. I commit to skilled, professional work, not to specific business results. Outcomes depend on your execution, market conditions, and factors outside my control, and no revenue, savings, or performance figures are promised unless expressly written into an SOW.
• Client responsibilities. You will provide timely access to the people, information, and systems reasonably needed; you warrant you are authorized to grant that access and that materials you provide do not infringe third-party rights. Delays caused by unavailable access extend timelines correspondingly.
• Independent contractor. I act as an independent contractor, not an employee, partner, or fiduciary. Neither of us can bind the other.
• Subcontractors & tools. I may use qualified subcontractors or third-party software (project tools, automation platforms) in delivering services, remaining responsible for my deliverables. Your subscriptions to third-party tools are between you and those vendors.

3. Fees & payment

Fees are set in each SOW. Unless the SOW says otherwise: invoices are due within 15 days; late amounts may accrue 1.5% monthly interest (or the legal maximum, if lower); work may be paused on accounts more than 15 days past due; deposits are non-refundable once work has begun; pre-approved out-of-pocket expenses are reimbursable at cost; and you are responsible for any applicable sales or similar taxes. Calls may be rescheduled or cancelled with at least 24 hours’ notice; no-shows or late cancellations of paid sessions may be billed.

4. Confidentiality

Each of us will protect the other’s non-public business information with reasonable care, use it only for the engagement, and not disclose it except to advisers under confidentiality or as required by law (with notice where lawful). This obligation survives the engagement for three years; trade secrets remain protected for as long as they qualify as such.

5. Intellectual property

• Site content (text, design, graphics, photography, video, branding) belongs to Kolton Consulting and may not be republished or used commercially without written permission.
• Pre-existing materials & know-how: my methods, templates, frameworks, and tools that predate or are developed outside your engagement remain mine.
• Deliverables: upon full payment, you receive ownership of the final deliverables created specifically for you, plus a perpetual license to any of my pre-existing materials embedded in them (for your internal business use). Until full payment, deliverables are licensed provisionally and remain my property.
• Portfolio & credit: I may identify you as a client and describe the engagement in general, non-confidential terms for portfolio purposes; you may opt out in writing at any time. Testimonials are used only with consent.
• Feedback you volunteer about my services or Site may be used to improve them, without obligation.

6. Non-solicitation

During an engagement and for twelve months after, neither of us will knowingly solicit for employment the other’s personnel or subcontractors who were directly involved in the engagement, with general public job postings excepted.

7. Acceptable use of the Site

You agree not to attempt to breach security, probe or overload infrastructure, submit malicious content, scrape abusively, misrepresent your identity, or use the Site unlawfully. Access may be restricted to protect the Site and its users.

8. Third-party services & links

Embedded or linked third-party services (scheduling, maps, and similar) are governed by their own terms and policies; I am not responsible for their content, availability, or practices.

9. Disclaimers

The Site and all content are provided “as is” and “as available.” To the fullest extent permitted by law, I disclaim all warranties, express or implied (including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing), and do not warrant that the Site will be uninterrupted, error-free, or free of harmful components. Consulting services are warranted only as expressly stated in the applicable SOW.

10. Limitation of liability

To the fullest extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility; and (b) Kolton Consulting’s total aggregate liability arising out of the Site or any engagement is capped at the fees you actually paid me in the twelve months preceding the first claim (or $100 for Site-only claims). These limits do not apply to a party’s fraud, willful misconduct, breach of confidentiality, your payment obligations, or liability that cannot lawfully be limited. The parties agree these allocations of risk are reflected in the fees.

11. Indemnification

You will defend and hold Kolton Consulting harmless from third-party claims arising out of (a) your misuse of the Site, (b) materials or access you provide that infringe rights or breach law, or (c) your use of deliverables in violation of law or these Terms. I will likewise defend you against third-party claims that my original deliverables, as delivered, infringe another’s intellectual property. My sole obligation is, at my option, to modify, replace, or refund the fees for the infringing deliverable.

12. Term & termination

Either party may terminate an engagement per its SOW, or on 14 days’ written notice if the other materially breaches and fails to cure. On termination you pay for work performed through the effective date; sections on confidentiality, IP, payment, liability, indemnity, and disputes survive.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, severe weather (this is hurricane country), utility or platform outages, and government action, provided the affected party resumes performance promptly.

14. Governing law & disputes

These Terms are governed by the laws of the State of Florida, USA, excluding conflict-of-law rules. Before filing anything, the parties will attempt in good faith to resolve disputes informally within 30 days of written notice. Unresolved disputes will be brought exclusively in the state or federal courts for Walton County, Florida, and both parties consent to that venue and waive trial by jury and participation in class actions to the extent permitted by law. The prevailing party may recover reasonable attorneys’ fees where allowed.

15. General

If any provision is unenforceable it will be limited to the minimum extent necessary and the rest remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without consent; I may assign to a successor of the business. These Terms plus any SOW are the entire agreement regarding their subject matter and supersede prior discussions. Notices go to hi@kolton.net (and to the email you provide). Updates to these Terms will be posted here with a new date; continued Site use constitutes acceptance, and engagements remain governed by the version in effect when their SOW was signed.

Contact

Kolton Consulting · Santa Rosa Beach, Florida, USA · hi@kolton.net