Terms & Conditions
Effective Date: July 1, 2024
Revision Date: August 13, 2026
Client Acceptance & Scope
By submitting payment, approving a proposal or quote, accepting an invoice, executing a Master Services Agreement (“MSA”), Statement of Work (“SOW”), or other Order, providing system access credentials, authorizing Terra Data Consulting to access or review Client-owned accounts or platforms, or otherwise engaging Terra Data Consulting’s services through agreed channels, the Client (“Client”) confirms that it has received, reviewed, and accepted these Terms & Conditions and the accompanying Privacy Policy.
These Terms govern all client-facing matters and supersede prior Terra Data Consulting materials concerning the same subject matter, except as otherwise provided in an executed MSA or other controlling written agreement and subject to the hierarchy established in Section 17.
‘Order’ means an applicable SOW/MSA, accepted proposal or quote, or other written authorization for services that identifies or authorizes engagement-specific work. An invoice constitutes an Order only to the extent it expressly identifies or confirms authorized engagement-specific work and is accepted in a manner permitted by these Terms.
1) Services Overview
1.1 Nature of Services. Terra Data Consulting (“Terra Data,” “we,” “us,” or “our”) provides consulting, advisory, analytical, data, operational, systems, technology, automation, and implementation support to businesses and organizations.
Services may include, without limitation: (a) data sourcing, preparation, cleaning, consolidation, structuring, filtering, and management; (b) CRM migration, structuring, optimization, and related data management; (c) business-process and workflow analysis, documentation, and improvement; (d) operational, marketing, data, technology, and systems audits or reviews; (e) platform, vendor, process, and system comparisons; (f) KPI tracking, reporting, dashboards, analytics, and business intelligence; (g) automations, scripts, AI-based tools, and technology-enabled workflows; (h) strategy, operational, systems, data, and technology consulting; (i) procedures, process documentation, trackers, and related internal business materials; (j) participation in strategy, operational, project, or other business meetings; and (k) other consulting or implementation work agreed between Terra Data and Client.
1.2 Delivery Channels. Engagements may be delivered through secure or mutually agreed channels, including Slack, email, shared drives, Client-owned platforms, and video-conferencing services such as Zoom or Google Meet. Quotes, proposals, SOWs, invoices, notices, approvals, and other engagement materials may be issued electronically.
1.3 No Standalone Data or Software Sales; Client Environments. Terra Data does not sell or resell standalone property records, skip tracing services, datasets, software, systems, or third-party platforms. Where data sourcing, preparation, enrichment, skip tracing, automation, scripts, workflows, or similar services are required, such work is performed as part of a consulting engagement and, where applicable, within Client-provided or Client-owned accounts, systems, or environments. Terra Data will not use one Client’s accounts, credentials, purchased resources, or confidential data for the benefit of another Client.
1.4 Advisory and Implementation Capacity. Terra Data may analyze, recommend, design, configure, build, process, document, or implement work within the agreed scope. Client retains responsibility for final business decisions, adoption, execution, and use of Terra Data recommendations and deliverables except for implementation responsibilities expressly assigned to Terra Data.
1.5 Outbound Activities. Terra Data may prepare systems, data, workflows, schedules, campaign-ready lists, analyses, reporting, automation, or other materials and operational infrastructure supporting Client outbound activities. Terra Data does not execute outbound marketing, solicitation, or outreach campaigns on Client’s behalf. Client remains responsible for campaign execution and all associated business and compliance decisions.
1.6 No Outcome Guarantees. Terra Data does not guarantee any particular business, operational, financial, marketing, investment, response, acquisition, conversion, revenue, cost-saving, efficiency, or other performance outcome. Results may depend upon Client decisions and execution, market conditions, data quality, third-party systems and vendors, personnel, and other circumstances outside Terra Data’s reasonable control.
1.7 Controlling Terms. If an inconsistency exists between these Terms and Terra Data guides, instructions, marketing materials, informational materials, or other non-binding materials, these Terms govern, subject to Section 17.
1.8 Acceptance. By engaging Terra Data’s services, including authorizing access, providing credentials or data, approving work, submitting payment, or otherwise using Terra Data consulting support, Client agrees to be bound by these Terms.
2) Consulting Engagement Structures
2.1 Hourly Ad Hoc Consulting. Terra Data may provide targeted, limited, exploratory, short-term, or otherwise unpredictable professional consulting on an hourly basis. Unless otherwise agreed in writing, professional consulting, analysis, strategy, automation development, systems work, audits, platform comparisons, and similar professional services are billed at $150 per hour.
Terra Data may provide a good-faith estimate or range of anticipated hours where appropriate. Such estimate or range is for planning purposes and is not a guarantee of the exact time required unless expressly stated otherwise.
2.2 Hourly Data Processing. Hands-on data processing, including data sourcing, pulling, cleaning, formatting, consolidation, manipulation, advanced filtering, and preparation, is generally billed at $75 per hour when performed on an hourly basis. Substantive analysis, professional judgment, automation creation, strategy, systems architecture, audits, and comparable consulting services are not classified as data processing merely because data is involved.
2.3 Fixed-Fee Projects. Defined projects are generally priced at a single fixed project fee stated in the applicable SOW, proposal, or other written Order. Terra Data may consider anticipated effort, type of work, complexity, scope, volume, uncertainty, preparation, administration, communication, quality assurance, delivery requirements, foreseeable rework exposure, and other relevant factors when establishing the fixed fee.
Terra Data is not required to disclose internal time estimates, cost calculations, pricing methodology, allocation of effort, or other internal pricing considerations.
2.4 Fixed-Fee Variance. A fixed project fee does not change solely because the project requires more or less time or effort than Terra Data internally anticipated.
Unless scope or other agreed requirements materially change, Terra Data will not increase a fixed project fee solely because Terra Data underestimated the effort required, and Client will not receive a reduction solely because Terra Data completes the work more efficiently than anticipated.
2.5 Scope Changes. If Client materially changes the agreed scope, requirements, assumptions, specifications, criteria, inputs, responsibilities, deliverables, systems, data requirements, volume, or other material element of an engagement, Terra Data may reassess the applicable fee, schedule, payment structure, responsibilities, deliverables, or other affected terms.
Minor adjustments do not automatically constitute a scope change. Terra Data will determine whether a requested change materially affects the engagement and, where appropriate, will communicate revised terms before undertaking substantial additional out-of-scope work.
2.6 Customized Ongoing Engagements. Ongoing or recurring consulting relationships are customized according to the responsibilities, deliverables, expected workload, type and frequency of work, duration, operational requirements, and other circumstances of the particular engagement. Terra Data does not maintain a universal monthly retainer amount, standard bank of retainer hours, automatic retainer discount, or automatic rollover of unused capacity.
2.7 Ongoing Engagement Pricing. Ongoing engagements may contain one or multiple recurring deliverables or responsibilities. Such components may be individually priced or incorporated into an overall recurring fee. Normal fluctuations in the time required to perform an agreed recurring responsibility do not automatically change its established price.
2.8 Work Outside Ongoing Scope. Work outside the defined scope of an ongoing engagement may be handled as hourly ad hoc work, as a separately priced fixed-fee project, or through a written modification to the ongoing engagement. New recurring responsibilities may require revised recurring pricing or other modified terms.
3) Invoicing & Payment
3.0 General. Invoices are generally issued electronically. All amounts are stated in U.S. dollars unless expressly provided otherwise.
Payments are refundable or non-refundable only as provided in these Terms, the applicable MSA, SOW, Order, invoice, or other binding written agreement.
If an error attributable to Terra Data materially causes a deliverable to fail to satisfy an agreed requirement within the applicable scope, Terra Data will correct the qualifying error at no additional charge. Such correction does not entitle Client to unrelated additional work, expanded scope, consulting-hour credits, or other compensation unless otherwise agreed.
3.1 Project Deposits. Terra Data may require a deposit before commencing a fixed-fee project. The required deposit may vary based upon project size, duration, scope, expected work, front-loaded effort, payment exposure, complexity, risk, and other circumstances of the engagement.
Unless otherwise expressly stated in writing, a project deposit is credited toward the total project fee and becomes non-refundable upon project kickoff.
3.2 Project Kickoff. Unless Terra Data agrees otherwise in writing, Terra Data is not obligated to commence project work until all required engagement documentation has been accepted or executed and the required deposit or initial payment has been received. For purposes of these Terms, a fixed-fee project reaches ‘Project Kickoff’ when those applicable commencement requirements have been satisfied and Terra Data begins substantive work on the project, unless the applicable SOW or other controlling written agreement expressly establishes a different kickoff event.
3.3 Project Payment Schedules. The applicable SOW or Order establishes the project payment schedule. Depending upon the engagement, Terra Data may require an initial deposit followed by a final payment, multiple milestone or progress payments, staged payments, or another appropriate structure.
Terra Data may structure project payment schedules to reasonably limit unpaid financial exposure as work progresses.
3.4 Final Payment and Delivery. Unless otherwise stated in the applicable agreement, all amounts required before final delivery must be paid before Terra Data is obligated to release final or otherwise undelivered project deliverables.
3.5 Ongoing Engagement Payments. Payment arrangements for ongoing engagements are established according to the particular engagement and may include deposits, advance payment, payment upon request for recurring work, periodic invoicing, payment upon completion, end-of-period billing, or another agreed structure.
Terra Data may establish different payment requirements for future requested work where Client’s payment history, delinquency, the amount of financial exposure, or other circumstances reasonably warrant doing so, subject to any controlling written agreement.
3.6 Hourly Billing. Hourly work may be prepaid, invoiced upon completion, invoiced periodically, or billed according to another agreed arrangement. Where Terra Data provides an estimated range of hours, actual hourly charges are based on work performed unless otherwise expressly agreed.
3.7 Overdue Payments; Late Fees. Invoices are due on the stated due date. If an undisputed amount remains unpaid for ten (10) calendar days after its due date, Terra Data may assess a finance charge of 1.5% per month (18% per annum), not to exceed the maximum amount permitted by applicable law, accruing until paid.
Late charges are in addition to the unpaid principal and may be reflected on a subsequent invoice or statement.
3.8 Suspension for Nonpayment. Terra Data may pause, delay, or decline to begin additional work when an undisputed invoice remains unpaid after its due date. Terra Data is not required to continue increasing its financial exposure while Client’s account is delinquent.
Suspension does not waive Client’s payment obligations.
3.9 Advance Payment Following Delinquency. Where Client demonstrates repeated, substantial, or material payment delinquency, Terra Data may require outstanding amounts to be brought current and may require advance payment for newly requested work, recurring deliverables, projects, or other services before accepting or commencing such work, notwithstanding a prior course of dealing that permitted payment after completion.
3.10 Partial Payments; Application of Funds. Partial payment does not constitute waiver of any remaining balance. Terra Data may apply payments to the oldest outstanding amounts first unless otherwise agreed or required by applicable law.
3.11 Collection Costs. Client agrees to reimburse reasonable collection costs, including filing fees and reasonable attorneys’ fees, incurred to collect undisputed past-due amounts, to the extent permitted by applicable law.
3.12 Pricing and Rate Adjustments. Terra Data may adjust its standard rates or pricing for future work with reasonable notice. Such changes do not retroactively alter an accepted fixed project fee or established recurring fee except where scope changes, the applicable agreement permits modification, or the parties otherwise agree in writing.
3.13 No Waiver Through Prior Billing Practices. Terra Data’s decision on one or more occasions to permit delayed payment, accept partial payment, continue work during delinquency, waive or reduce a charge, provide a discount or accommodation, or use a particular payment arrangement does not obligate Terra Data to continue that practice.
4) Client Accounts & Responsibilities
4.1 Third-Party Platforms. Client is responsible for maintaining, funding, licensing, and managing its own third-party platforms, accounts, systems, and services where required for an engagement. By providing credentials or access, Client authorizes Terra Data to use those resources solely as reasonably necessary to perform services for Client.
4.2 Client Cooperation. Client is responsible for timely provision of information, data, credentials, access, decisions, approvals, feedback, requirements, and other dependencies reasonably necessary for Terra Data to perform the engagement.
4.3 Client-Provided Information. Client is responsible for the accuracy, completeness, authorization, and lawful provision of information, data, credentials, materials, and instructions supplied to Terra Data. Terra Data may reasonably rely upon Client-provided information in performing services.
4.4 Client-Caused Delays. Terra Data is not responsible for delays caused by Client’s failure to provide required information, approvals, access, feedback, payment, decisions, or other dependencies. Such delays may affect schedules, sequencing, availability, or delivery dates without constituting a failure by Terra Data to perform.
4.5 Dormant Engagements. If an engagement becomes substantially inactive because Client fails to provide required information, approvals, access, communication, payment, decisions, or other dependencies, Terra Data may suspend or administratively close the engagement.
If Client later requests resumption, Terra Data may reassess scheduling, availability, assumptions, scope, pricing, payment requirements, and other affected terms where the period of inactivity materially affects the engagement.
4.6 Compliance with Platform Terms and Law. Client is responsible for ensuring that its use of third-party platforms, accounts, data, and Terra Data deliverables complies with applicable platform terms and applicable law. Terra Data is not responsible for third-party platform outages, errors, inaccurate third-party data, policy or pricing changes, API changes, access restrictions, account actions, or other third-party events outside Terra Data’s reasonable control.
4.7 Compliance Scrubs and Outreach. If compliance scrubs or similar measures are required for Client’s intended activities, including Do-Not-Call, TCPA, CAN-SPAM, or other applicable requirements, Client is responsible for maintaining appropriate tools, accounts, processes, and legal compliance.
Terra Data does not provide legal advice and does not assume Client’s compliance obligations. Terra Data may prepare systems, data, workflows, and related supporting materials, but Client remains responsible for executing outbound campaigns.
4.8 Contractors. Terra Data may recommend or coordinate with independent contractors or third-party providers for particular tasks. Unless expressly agreed otherwise, such providers are engaged and paid directly by Client and operate under their own policies and agreements. Terra Data is not liable for independent acts or omissions of providers outside Terra Data’s control.
5) Deliverables & Use
5.1 Scope of Deliverables. Deliverables may include strategy documents, analyses, reports, recommendations, dashboards, trackers, procedures, process documentation, CRM structures, automations, AI tools, scripts, workflows, data preparation, campaign-ready lists, system configurations, and other outputs expressly included within an engagement. Deliverables are tailored to Client requirements and may vary substantially between engagements.
5.2 Identification of Deliverables. A tool, script, automation, workflow, utility, template, method, process, resource, or other proprietary material used or made available by Terra Data while performing an engagement is not automatically a permanent Client deliverable.
Whether an item constitutes a continuing Client deliverable depends upon the applicable MSA, SOW, Order, or other written terms governing the engagement.
5.3 Internal-Use License. Subject to Client satisfying applicable payment obligations, Client receives a limited, non-exclusive, non-transferable license to use delivered work product for Client’s internal business purposes.
Unless Terra Data gives prior written consent, Client may not sell, resell, sublicense, commercially distribute, publish, or otherwise make Terra Data deliverables available for unrelated third-party use.
5.4 Client Personnel and Service Providers. Where Client has received continuing internal-use rights to a deliverable, Client may permit its employees and legitimate contractors or service providers to access, operate, maintain, or modify that deliverable solely as necessary for Client’s internal operations, provided such use remains subject to applicable confidentiality, intellectual-property, and non-redistribution restrictions.
5.5 No Implied Continuing Rights. Temporary access to a Terra Data tool, script, automation, workflow, system, template, utility, or other proprietary resource does not create a permanent license, ownership interest, or continuing right of access unless expressly provided in writing.
5.6 No Outcome Guarantees. Deliverables support Client operations and decision-making but do not guarantee any particular result.
6) Terra Data Tools & Access-Based Resources
6.1 Terra Data Tools. Terra Data may use or make available proprietary scripts, automations, AI tools, workflows, templates, utilities, processes, code, or other resources while providing consulting services. Unless expressly identified as a continuing Client deliverable, such resources remain Terra Data tools and are available only for the purpose and duration authorized by Terra Data.
6.2 Engagement-Based Access. Where access to a Terra Data tool or proprietary resource is provided as part of an engagement, Terra Data may terminate or remove that access upon expiration, suspension, or termination of the applicable engagement unless continuing access is expressly granted in writing.
6.3 No Source-Code or Copy Obligation. Unless expressly included as a continuing Client deliverable, Terra Data is not obligated upon completion, expiration, suspension, or termination of an engagement to provide source code, copies, credentials, transferable versions, or other materials enabling continued independent use or recreation of a Terra Data proprietary resource.
6.4 Access-Based Arrangements. As part of, or ancillary to, a Terra Data consulting engagement, Terra Data may make a proprietary tool or resource available under a recurring, access-based, subscription-style, or other license arrangement. The applicable written agreement will establish the authorized duration, scope, fees, and use rights. Such access does not constitute a standalone sale of software or systems; the resource remains Terra Data intellectual property and is licensed, not sold.
6.5 Restrictions. Except as expressly authorized in writing, Client may not copy, reproduce, reverse engineer, extract, redistribute, resell, sublicense, transfer, or commercially exploit Terra Data tools or proprietary resources.
6.6 Changes and Availability. Unless an applicable agreement expressly provides otherwise, Terra Data may modify, replace, suspend, restrict, or discontinue proprietary tools or access-based resources.
7) Communication Channels
7.1 Preferred Channels. Client may collaborate with Terra Data through Slack, email, video conferencing, shared drives, Client systems, or other mutually agreed channels.
7.2 Client Monitoring. Client is responsible for monitoring agreed communication channels. Terra Data is not responsible for delays or missed updates where communications were reasonably transmitted through designated channels but not reviewed by Client.
7.3 Electronic Instructions and Approvals. Terra Data may reasonably rely upon Client approvals, instructions, authorizations, scope confirmations, and similar engagement communications provided through agreed electronic channels.
8) Intellectual Property
8.1 Terra Data Intellectual Property. Except for Client-owned materials and except as expressly agreed otherwise in writing, workflows, processes, methodologies, frameworks, templates, tools, automations, scripts, code, AI tools, procedures, structures, analyses, documentation, and deliverables created or developed by Terra Data remain Terra Data’s intellectual property.
8.2 Client License. Client receives only the rights expressly granted under these Terms or the applicable written agreement. Unless expressly stated otherwise, Client deliverables are licensed for internal business use and are not sold, assigned, or transferred to Client.
8.3 Engagement Tools Distinguished from Deliverables. Terra Data intellectual property used to perform services or made temporarily available during an engagement does not become Client property or a continuing Client deliverable merely because Client or Client personnel accessed or used it during the engagement.
8.4 Reuse by Terra Data. Terra Data may reuse, adapt, improve, and apply its own intellectual property, methodologies, skills, experience, general knowledge, concepts, processes, structures, automations, and tools in other engagements. Client-provided confidential information and Client-specific data will not be disclosed to or used for the benefit of another client in violation of applicable confidentiality obligations.
8.5 Institutional Knowledge. Nothing in these Terms prevents Terra Data from retaining and applying generalized professional knowledge, experience, skills, methods, concepts, or non-confidential lessons developed through its work, provided that doing so does not disclose Client confidential information or improperly reproduce Client-owned materials.
8.6 Unauthorized Use. Unauthorized copying, redistribution, resale, sublicensing, publication, transfer, extraction, or commercialization of Terra Data intellectual property is prohibited.
9) Compliance & Legal Responsibility (No Legal Advice)
9.1 Client Responsibility. Client is responsible for ensuring that its business practices, marketing activities, data use, communications, operations, and implementation or use of deliverables comply with applicable laws and regulations. Terra Data does not provide legal, tax, regulatory, or compliance advice.
9.2 Third-Party Terms. Client is responsible for compliance with applicable third-party platform terms, licensing restrictions, contractual requirements, and account rules.
9.3 Client Use of Deliverables. Terra Data is not responsible for fines, penalties, claims, losses, or regulatory actions arising from Client’s independent decisions, use or misuse of deliverables, outbound activities, unlawful instructions, or violation of applicable law or third-party requirements.
9.4 No Assumption of Client Obligations. Terra Data’s assistance with data, systems, analysis, documentation, technology, workflows, or operations does not transfer Client’s legal, regulatory, fiduciary, employment, professional, or other independent obligations to Terra Data.
10) Limitation of Liability; Indemnification
10.1 Excluded Damages. To the fullest extent permitted by applicable law, Terra Data shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits or revenue, lost business opportunities, reputational harm, business interruption, loss or corruption of data, failed campaigns, investment results, or other downstream outcomes, regardless of the theory upon which the claim is asserted, except to the extent such exclusion is prohibited by applicable law.
10.2 Fixed-Fee Project Liability Cap. To the fullest extent permitted by applicable law, Terra Data’s aggregate liability arising out of or relating to a fixed-fee project shall not exceed the total fees actually paid by Client to Terra Data for the specific project or SOW giving rise to the claim.
10.3 Hourly / Ad Hoc Liability Cap. To the fullest extent permitted by applicable law, Terra Data’s aggregate liability arising out of or relating to hourly or ad hoc services shall not exceed the total fees actually paid by Client for the specific hourly work, matter, or engagement giving rise to the claim.
10.4 Ongoing Engagement Liability Cap. To the fullest extent permitted by applicable law, Terra Data’s aggregate liability arising out of or relating to a customized ongoing engagement shall not exceed the fees actually paid by Client under that specific ongoing engagement during the three (3) months immediately preceding the event giving rise to the claim.
10.5 Third-Party Events. Terra Data is not liable for acts, errors, omissions, outages, inaccuracies, restrictions, policy changes, service changes, or failures attributable to third-party vendors, platforms, data providers, independent contractors, or systems outside Terra Data’s reasonable control.
10.6 Client Indemnification. Client shall defend, indemnify, and hold harmless Terra Data Consulting, its members, officers, employees, and contractors from and against third-party claims, demands, actions, damages, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Client data, content, materials, credentials, or instructions; (b) Client’s use, misuse, disclosure, distribution, or implementation of deliverables or data; (c) Client’s marketing, outreach, or other business practices; (d) Client’s violation of applicable law, regulation, platform requirement, or third-party right; (e) Client’s breach of these Terms or an applicable agreement; (f) activities performed through Client-controlled third-party accounts; or (g) Client’s unauthorized use or distribution of Terra Data intellectual property.
Terra Data will reasonably notify Client of an applicable claim. The indemnifying party may control the defense and settlement, provided that no settlement may admit fault by or impose obligations upon the other party without that party’s prior written consent. The other party will reasonably cooperate at the indemnifying party’s expense and may participate with counsel of its choosing at its own expense.
10.7 Relationship Between Indemnification and Liability Limitations. The obligations and limitations contained in this Section are intended to operate together as an allocation of risk between the parties, subject in all respects to applicable law.
11) Force Majeure
11.1 Scope. Terra Data shall not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including third-party platform or vendor outages, service interruptions, changes to third-party terms or APIs, natural disasters, severe weather, power or internet disruptions, cyberattacks, strikes, labor disputes, government actions, widespread technology failures, or similar events.
11.2 Effect. Affected performance obligations are suspended, not waived, for the period reasonably affected by the event. Existing payment obligations for work already performed, completed milestones, or other amounts properly due are not automatically excused. Terra Data will make commercially reasonable efforts to resume affected services when practicable.
12) Termination, Cancellation, Suspension & Service Eligibility
12.1 Client Termination. Client may terminate an engagement by written notice, subject to the applicable MSA, SOW, Order, payment schedule, cancellation provisions, and amounts properly owed. Termination does not automatically create a right to refund a deposit, milestone payment, or other amount designated as non-refundable.
12.2 Project Cancellation. Once a project has reached kickoff, the applicable project deposit is non-refundable unless otherwise required by law or expressly agreed in writing.
If Client cancels after Terra Data has performed work or incurred commitments beyond the value reasonably represented by amounts already paid, Terra Data may, in its discretion and subject to applicable law and the governing agreement, invoice some or all additional amounts up to the remaining agreed project fee. In determining any such amount, Terra Data may consider work performed, commitments incurred, project status, circumstances of cancellation, amounts already paid, and other relevant factors.
12.3 Terra Data Discretion Regarding Cancellation Balances. Terra Data’s contractual right to seek additional payment following cancellation does not require Terra Data to pursue every amount or remedy potentially available. Terra Data may consider the circumstances of termination, work performed, Client’s financial circumstances, amounts already paid, collection practicality, relationship history, and other relevant factors in determining whether to pursue an additional balance.
12.4 Termination for Cause. Either party may terminate an engagement for material breach if the breaching party fails to cure the breach within fifteen (15) days after written notice where cure is reasonably possible.
Terra Data may take immediate protective action where reasonably necessary to address nonpayment, security risk, unlawful activity, misuse of Terra Data intellectual property or systems, or other circumstances presenting material operational risk.
12.5 Suspension. Terra Data may suspend services for nonpayment, repeated payment delinquency, suspected breach, failure to provide required Client dependencies, prolonged inactivity, required legal or vendor action, misuse of Terra Data intellectual property or systems, security concerns, or to prevent material harm.
Suspension does not waive Client’s payment obligations.
12.6 Effect of Termination. Upon termination: (a) future work may cease; (b) amounts properly due remain payable; (c) Terra Data may discontinue access to Terra Data tools or proprietary resources that were not expressly granted as continuing Client deliverables; and (d) subject to Sections 5, 8, and 9, Client may continue to use previously delivered and fully paid deliverables within the scope of any surviving internal-use license.
12.7 Nonpayment and Additional Work. Terra Data is not obligated to accept new work, perform recurring requests, continue projects, or increase unpaid exposure while Client has materially delinquent payment obligations. Terra Data may require outstanding balances to be brought current and may require advance payment for future work as a condition of continuation.
12.8 Service Eligibility; Right to Decline. Terra Data may decline new or continued engagements where, in Terra Data’s reasonable judgment, contemplated work violates these Terms, an applicable agreement, vendor requirements, or applicable law; exceeds agreed engagement boundaries; creates undue operational, payment, security, or compliance risk; or otherwise cannot reasonably be performed under acceptable engagement conditions.
Such a decision does not affect rights or obligations accrued before notice.
13) Dispute Resolution (Mediation; Binding Arbitration; Class Waiver)
13.1 Informal Resolution; Mediation. Before initiating arbitration, either party may request non-binding mediation in the State of Florida administered by the American Arbitration Association (“AAA”). Each party bears its own costs unless otherwise agreed.
13.2 Binding Arbitration. If mediation does not resolve the dispute, any claim or controversy arising out of or relating to these Terms or the applicable engagement shall be resolved exclusively by binding arbitration in the State of Florida under the AAA Commercial Arbitration Rules before a single arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction.
13.3 Class/Collective Waiver. To the fullest extent permitted by applicable law, each party agrees that any claim or controversy arising out of or relating to these Terms or an applicable engagement shall be brought and resolved solely in that party’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
The arbitrator shall have no authority to conduct or preside over a class, collective, consolidated, or representative proceeding. By agreeing to arbitration, each party waives any right to bring or participate in such a proceeding to the fullest extent permitted by law.
13.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect confidential information, intellectual property, account or system security, access rights, or other rights for which immediate equitable relief may be appropriate.
14) Governing Law; Venue for Provisional Relief
14.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles.
14.2 Venue for Provisional Remedies. For purposes of enforcing an arbitration award or seeking provisional remedies, including injunctive relief, the parties consent to the jurisdiction of the applicable state and federal courts located in the State of Florida.
15) Updates to Terms
15.1 Changes. Terra Data may update these Terms to reflect changes in services, engagement structures, pricing practices, operations, technology, business requirements, risk considerations, or applicable law. Unless otherwise required by law or a controlling agreement, updates are effective as of the Revision Date identified above.
15.2 Notice of Material Changes. For material changes affecting active engagements, Terra Data will make reasonable efforts to notify affected active Clients in advance, typically through email or another established communication channel.
15.3 Existing Executed Agreements. An update to these Terms does not automatically override a specific contrary provision in an existing executed MSA or other agreement that controls under Section 17. Continued use of Terra Data services after updated Terms become applicable constitutes acceptance to the extent permitted by the governing agreement and applicable law.
16) Contact
16.1 Contact Method. For questions, concerns, notices, or other communications regarding these Terms, contact:
contact@terradataconsulting.com
17) Miscellaneous; Entire Agreement; Hierarchy; Severability; Waiver
17.1 Entire Agreement. These Terms, together with the Terra Data Privacy Policy and any applicable executed MSA, SOW, proposal, Order, invoice, or other binding written engagement document, constitute the agreement between the parties concerning the applicable subject matter and supersede prior or contemporaneous understandings not expressly incorporated.
17.2 General Hierarchy. These Terms establish Terra Data’s general client-facing rules. Terra Data internal guides, knowledge materials, marketing materials, informational documents, and non-binding communications do not override these Terms.
17.3 MSA Precedence. If Client has executed an MSA with Terra Data, the MSA controls in the event of a direct conflict with these Terms to the extent of that conflict. These Terms continue to apply to all matters not inconsistent with the MSA.
17.4 SOW and Order Precedence. An executed SOW or Order may establish engagement-specific scope, deliverables, fees, deposits, milestones, payment schedules, timing, responsibilities, access rights, or other engagement-specific terms.
In the event of a conflict between an SOW or Order and an MSA, the MSA controls unless the SOW or Order expressly identifies the specific MSA provision being overridden and the modification is authorized in accordance with the MSA.
17.5 Order of Precedence. Unless a controlling document expressly provides otherwise, the order of precedence for direct conflicts is: (1) the applicable MSA; (2) these Terms & Conditions; (3) the applicable SOW or Order, to the extent consistent with the MSA; and (4) the Privacy Policy. Where no direct conflict exists, the documents apply concurrently.
17.6 No Implied Modification. Informal discussions, historical practices, estimates, accommodations, discounts, previous payment arrangements, failure to enforce a provision, or other course of dealing do not modify these Terms or an applicable MSA or SOW unless the modification is made or confirmed through an authorized binding agreement.
17.7 Authority to Bind. Only Terra Data’s Co-Founders & Managing Members have authority to execute or modify binding agreements on behalf of Terra Data unless such authority is expressly delegated in writing.
17.8 Independent Contractors. The parties are independent contractors. Nothing in these Terms or an applicable engagement creates a partnership, franchise, joint venture, agency, employment, or fiduciary relationship between Terra Data and Client.
17.9 Assignment. Client may not assign or transfer its rights or obligations under an applicable engagement without Terra Data’s prior written consent. Terra Data may assign its rights or obligations to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets, subject to applicable law and any controlling agreement.
17.10 Severability. If a provision of these Terms is held invalid or unenforceable, it shall be reformed to the minimum extent reasonably necessary to make it enforceable where permitted, and the remaining provisions shall remain in full force and effect.
17.11 No Waiver. A party’s decision not to enforce a provision on one occasion does not waive its right to enforce that provision later. Any express waiver must be in writing and authorized by the party granting it.
17.12 Headings. Headings are for convenience only and do not affect interpretation.
17.13 Survival. Provisions that by their nature are intended to survive expiration or termination—including payment obligations, intellectual-property and licensing restrictions, confidentiality obligations incorporated through applicable agreements, limitations of liability, indemnification, dispute-resolution requirements, and restrictions governing use of deliverables or Terra Data tools—survive to the extent applicable.