Terms of Service

Consulting services

Services may include business strategy consulting, operational review, business process optimization, growth strategy development, market and competitor analysis, business planning, management consulting, workflow review, performance and KPI consulting, or a coordinated consulting project. Services are advisory and are provided remotely unless the parties agree otherwise in writing.

The exact objectives, deliverables, exclusions, assumptions, timeline, meetings, and price are established for each project. Website descriptions are not a substitute for an accepted scope of work.

Formation of an engagement

An engagement begins only when Barn Managing and the client have accepted a written proposal, statement of work, service agreement, or other clear written confirmation of scope and commercial terms, and any required initial payment has been received. A consultation request, preliminary conversation, estimate, or draft proposal does not require either party to proceed.

The person accepting an engagement for a business represents that the person has authority to bind that business.

Scope and deliverables

Barn Managing will perform the services described in the accepted project documents using commercially reasonable professional care. Deliverables may include findings, recommendations, plans, process maps, written analyses, workshops, presentations, KPI frameworks, or other materials specifically identified in scope.

Work not expressly included is outside scope. Examples may include legal drafting, tax preparation, audit or assurance services, investment advice, software implementation, employee supervision, bookkeeping, regulatory filing, or acting as an officer or manager of the client.

Client responsibilities

The client agrees to:

• provide accurate, complete, and timely information reasonably required for the project;
• identify relevant decision-makers and make appropriate personnel available;
• secure authorization to share documents, personal information, and confidential business information;
• review questions, drafts, and deliverables within agreed timeframes;
• make business decisions and implement recommendations through qualified personnel;
• maintain backups and appropriate controls over client systems and records; and
• comply with applicable laws, contracts, and professional obligations.

Barn Managing may rely on client-supplied information without independently auditing or verifying it unless verification is expressly included in scope.

Schedule and cooperation

Project dates are estimates unless expressly identified as fixed. Timely completion depends on access to information, availability of stakeholders, feedback, approvals, and other client dependencies. Delays caused by incomplete information, missed meetings, expanded requests, or delayed approvals may change the schedule and price. Barn Managing is not responsible for delay caused by events outside reasonable control.

Changes to scope

Either party may propose a change. A change is effective only after the parties confirm the revised work, price, schedule, assumptions, or deliverables in writing. Barn Managing may pause work that exceeds scope until a change is approved. Minor clarifications that do not materially affect time or complexity may be handled within the original scope at Barn Managing’s discretion.

Fees, invoices, and taxes

The client will pay fees and approved expenses according to the accepted project documents and Payment Policy. A deposit, advance payment, milestone payment, or recurring payment may be required. Unless stated otherwise, quoted fees exclude taxes imposed on the transaction. The client is responsible for applicable sales, use, withholding, or similar taxes other than taxes based on Barn Managing’s net income.

Failure to pay an undisputed amount when due may result in suspension of work, revised delivery dates, collection activity, or termination, subject to applicable law and written project terms.

Review and acceptance

The client should review deliverables promptly and provide specific written notice of any material failure to match the agreed scope within the review period stated in the project documents, or within ten business days if no period is stated. Barn Managing will have a reasonable opportunity to correct a verified scope deficiency. A request based on changed preferences, new facts, expanded requirements, or work outside scope may require a change order.

Confidentiality

Each party may receive non-public information identified as confidential or reasonably understood to be confidential. The receiving party will use that information only for the engagement, protect it with reasonable care, and disclose it only to personnel or service providers who need it and are subject to appropriate obligations.

Confidential information does not include information that is lawfully public, already known without restriction, independently developed without use of the other party’s information, or lawfully received from another source. Disclosure required by law is permitted after notice when legally allowed. Additional confidentiality terms may be included in a separate agreement.

Intellectual property and permitted use

Each party retains ownership of materials, methods, templates, data, tools, know-how, brand elements, and intellectual property developed or owned before the engagement or independently of it. Barn Managing retains ownership of general consulting methods, reusable frameworks, non-client-specific knowledge, and underlying tools.

Upon full payment, the client receives the rights stated in the project documents. If no special term is stated, the client receives a non-exclusive, perpetual license to use final deliverables internally for its own business purposes. Drafts, working files, source materials, third-party content, and reusable tools are not transferred unless expressly stated. The client may not resell, sublicense, publish, or present deliverables as work created by another party without written permission.

Data and security

Each party is responsible for reasonable safeguards under its control. The client should avoid providing personal or sensitive data that is not necessary for scope. Barn Managing may use reputable service providers for communications, document storage, scheduling, project administration, and payment processing. Additional data-processing terms may be required when a project involves regulated or high-risk information.

Independent contractor

Barn Managing performs services as an independent contractor. Nothing creates employment, partnership, agency, fiduciary, franchise, or joint-venture status. Barn Managing does not have authority to bind the client, sign contracts for the client, direct client employees, or make final management decisions unless a separate written agreement expressly states otherwise.

No guaranteed result

Consulting recommendations are based on information available during the engagement and professional judgment applied to the agreed scope. Business performance depends on implementation, leadership decisions, resources, personnel, market conditions, customer behavior, competition, regulation, and other factors outside Barn Managing’s control. No specific revenue, savings, efficiency, valuation, funding, market position, or growth result is promised or guaranteed.

Professional limitations

Services are business consulting services and are not legal, tax, accounting, audit, securities, investment, medical, or licensed engineering services. The client is responsible for obtaining advice from qualified professionals when a decision involves those subjects. Barn Managing is not responsible for a client’s failure to seek specialized advice.

Suspension and termination

Either party may terminate according to the accepted project documents and Cancellation & Refund Policy. Barn Managing may suspend or terminate for nonpayment, material breach, unlawful or unethical requests, abusive conduct, security risk, or failure to provide necessary cooperation. On termination, the client must pay for work performed, completed milestones, approved expenses, non-cancelable commitments, and other amounts due through the termination date.

Warranties and liability

Except for an express commitment in a signed agreement, services and deliverables are provided without additional warranties, including implied warranties of merchantability, fitness for a particular purpose, or guaranteed outcome. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, opportunities, data, or goodwill.

Unless a project document states a different lawful limit, Barn Managing’s aggregate liability arising from an engagement will not exceed the fees actually paid for the specific services giving rise to the claim during the six months preceding the event. These limits do not apply where exclusion is prohibited or to liability that cannot lawfully be limited.

General terms

The laws of Colorado govern the engagement unless the project documents state otherwise. The parties will first attempt in good faith to resolve a dispute through written notice and discussion. Unresolved proceedings must be brought in a court of competent jurisdiction in Colorado unless applicable law requires otherwise.

Neither party may assign the engagement without the other party’s consent, except in connection with a merger, reorganization, or transfer of substantially all relevant business assets. Invalid provisions will be adjusted or severed without affecting the remainder. Electronic communications and counterparts may be used. Sections concerning payment, confidentiality, intellectual property, disclaimers, liability, and dispute resolution survive termination.