BloomLogic Consulting Terms & Conditions

Effective Date: 08/01/2025
Last Updated: 08/01/2025

1. Agreement Overview

1.1 Parties

These Terms & Conditions ("Agreement") govern the provision of consulting services by BloomLogic Consulting, a Indiana LLC ("BloomLogic," "we," "us," or "Company"), to the client ("Client," "you," or "your") who engages our services.

1.2 Acceptance

By engaging our services, signing a Statement of Work, or making payment for services, you agree to be bound by these Terms & Conditions. If you do not agree to these terms, do not engage our services.

1.3 Precedence

In case of conflict between these Terms & Conditions and a signed Statement of Work or Service Agreement, the Statement of Work or Service Agreement will take precedence for that specific engagement.

2. Services

2.1 Service Description

BloomLogic provides business consulting services including but not limited to:

Change management consulting

Process optimization and automation

Operational efficiency improvement

Strategic advisory services

Digital transformation guidance

Performance measurement and analytics

2.2 Service Delivery

Services will be delivered according to the scope, timeline, and deliverables specified in the applicable Statement of Work or Service Agreement. BloomLogic reserves the right to modify service delivery methods to ensure optimal results while maintaining agreed-upon outcomes.

2.3 Service Limitations

BloomLogic's services are advisory in nature. We provide recommendations, strategies, and guidance, but implementation success depends on Client's execution, commitment, and provision of necessary resources and access.

3. Client Responsibilities and Cooperation

3.1 Access and Information Requirements

Client agrees to provide BloomLogic with:

Timely Access to:

Key personnel, stakeholders, and decision-makers

Relevant facilities, systems, and operational areas

Existing documentation, processes, and procedures

Historical data and performance metrics

Current technology systems and platforms

Complete and Accurate Information:

Business objectives and strategic goals

Organizational structure and reporting relationships

Budget constraints and resource limitations

Previous improvement initiatives and their outcomes

Any factors that may impact service delivery

Reasonable Cooperation:

Prompt responses to requests for information

Availability for scheduled meetings and interviews

Participation in workshops and training sessions

Assignment of internal resources as agreed

Implementation support as outlined in Statement of Work

3.2 Information Quality Standards

Client represents and warrants that all information provided to BloomLogic is:

Accurate and complete to the best of Client's knowledge

Current and relevant to the engagement

Provided in good faith without material omissions

Authorized for disclosure to BloomLogic

3.3 Consequences of Inadequate Cooperation

If Client fails to provide adequate access, information, or cooperation as outlined above:

BloomLogic reserves the right to:

Modify service delivery timeline and approach

Adjust project scope to reflect available information

Invoice for additional time required due to delays

Suspend services until adequate access is provided

Terminate engagement with appropriate notice

Client acknowledges that:

Service quality and outcomes may be compromised

Recommendations may be based on incomplete information

Implementation success may be negatively affected

Additional fees may apply for rework or extended timelines

BloomLogic is not liable for suboptimal results due to inadequate cooperation

4. Payment Terms

4.1 Pricing Structure

Service fees are established according to the following structure:

Project-Based Services:

Fees as specified in Statement of Work

Payment milestones tied to deliverable completion

Additional work charged at prevailing hourly rates

Monthly Retainer Services:

Monthly fees as specified in Service Agreement

Minimum commitment periods as agreed

Services included within monthly allocation

Hourly Services:

Current hourly rates as published or quoted

Minimum billing increments of 15 minutes

Pre-approval required for work exceeding estimates

4.2 Payment Schedule

Project-Based Engagements:

50% deposit due upon contract execution

Remaining balance according to milestone schedule

Final payment due within 15 days of project completion

Monthly Retainer Services:

First month payment due upon contract execution

Subsequent payments due on the same calendar day each month

Auto-renewal unless 30 days written notice provided

Hourly Services:

Net 15 payment terms from invoice date

Monthly invoicing for ongoing services

Immediate payment for services exceeding pre-approved amounts

4.3 Late Payment

Late Payment Fees:

1.5% per month (18% annually) on overdue amounts

Collection costs and reasonable attorney fees if applicable

Service suspension for accounts 30+ days overdue

Collection Actions:

BloomLogic may engage collection agencies or legal counsel

Client responsible for all collection costs and legal fees

Unpaid accounts may be reported to credit agencies

4.4 Disputed Invoices

Payment disputes must be raised within 10 days of invoice date

Undisputed portions must be paid on schedule

Good faith resolution efforts required from both parties

Mediation required before legal action for disputes over $5,000

5. Intellectual Property

5.1 BloomLogic Property

BloomLogic retains ownership of:

Pre-existing methodologies, frameworks, and tools

General knowledge and experience gained

Templates, assessments, and standard deliverables

The BloomLogic Metrics Framework™ and related IP

Any improvements to our existing methodologies

5.2 Client Property

Client retains ownership of:

Pre-existing business information and data

Industry-specific knowledge and processes

Confidential business information and trade secrets

Custom deliverables specifically created for Client

5.3 Work Product

Deliverables created during the engagement will be owned by:

Client: Custom reports, analyses, and recommendations specific to Client's business

BloomLogic: Methodologies, processes, and tools used to create deliverables

Joint: Knowledge and insights that benefit both parties

5.4 License Grants

Client grants BloomLogic license to use Client information solely for service delivery

BloomLogic grants Client license to use deliverables for internal business purposes

Neither party may commercialize the other's intellectual property without consent

6. Confidentiality

6.1 Mutual Obligations

Both parties acknowledge they may receive confidential information and agree to:

Maintain strict confidentiality of all non-public information

Use confidential information solely for the purposes of this engagement

Implement reasonable security measures to protect confidential information

Return or destroy confidential information upon engagement completion

6.2 Exclusions

Confidentiality obligations do not apply to information that:

Is publicly available through no breach of this agreement

Was known prior to disclosure under this agreement

Is independently developed without use of confidential information

Must be disclosed pursuant to legal or regulatory requirements

6.3 Duration

Confidentiality obligations survive termination of this agreement and continue for:

5 years for business and financial information

Indefinitely for trade secrets and proprietary methods

As required by applicable law or regulation

7. Warranties and Disclaimers

7.1 BloomLogic Warranties

BloomLogic warrants that:

Services will be performed with professional skill and care

Services will conform to industry standards for consulting

Personnel assigned have appropriate qualifications and experience

We will maintain professional liability insurance

7.2 Client Warranties

Client warrants that:

It has authority to enter into this agreement

Information provided is accurate and complete

It will comply with all applicable laws and regulations

It will not use services for illegal or unethical purposes

7.3 Disclaimers

EXCEPT AS EXPRESSLY STATED, BLOOMLOGIC DISCLAIMS ALL WARRANTIES, INCLUDING:

IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE

GUARANTEES OF SPECIFIC RESULTS OR OUTCOMES

WARRANTIES REGARDING THIRD-PARTY PRODUCTS OR SERVICES

ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE

CLIENT ACKNOWLEDGES:

Consulting services involve analysis and recommendations, not guarantees

Success depends on many factors beyond BloomLogic's control

Results may vary based on implementation and external factors

Past performance does not guarantee future results

8. Limitation of Liability

8.1 Liability Cap

BloomLogic's total liability for any claims arising from this agreement is limited to:

The total fees paid by Client in the 12 months preceding the claim, or

$6,00, whichever is less

8.2 Excluded Damages

BLOOMLOGIC SHALL NOT BE LIABLE FOR:

Indirect, incidental, or consequential damages

Lost profits, revenue, or business opportunities

Cost of substitute services or cover

Loss of data or business interruption

Damages arising from Client's implementation of recommendations

8.3 Exceptions

Liability limitations do not apply to:

Intentional misconduct or gross negligence

Breach of confidentiality obligations

Indemnification obligations

Amounts covered by professional liability insurance

8.4 Client Mitigation

Client agrees to mitigate damages by:

Providing prompt notice of potential claims

Allowing BloomLogic opportunity to cure any deficiencies

Taking reasonable steps to minimize losses

Cooperating in investigation and resolution efforts

9. Indemnification

9.1 Client Indemnification

Client agrees to indemnify and hold BloomLogic harmless from claims arising from:

Client's breach of this agreement

Inaccurate or incomplete information provided by Client

Client's implementation of recommendations

Third-party claims related to Client's business operations

Violation of laws or regulations by Client

9.2 BloomLogic Indemnification

BloomLogic agrees to indemnify Client for claims arising from:

BloomLogic's gross negligence or willful misconduct

Breach of confidentiality by BloomLogic

Infringement of third-party intellectual property by BloomLogic deliverables

Violation of applicable laws by BloomLogic

9.3 Indemnification Process

The indemnified party must:

Provide prompt written notice of claims

Allow indemnifying party to control defense

Cooperate reasonably in defense efforts

Not settle claims without indemnifying party's consent

10. Force Majeure

10.1 Excused Performance

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

Natural disasters and acts of God

Government actions and regulatory changes

Labor disputes and strikes

Pandemics and public health emergencies

Technology failures and cyber attacks

Supplier failures and material shortages

10.2 Mitigation Efforts

The affected party must:

Provide prompt notice of force majeure events

Use reasonable efforts to minimize impact

Resume performance as soon as reasonably possible

Consider alternative methods of service delivery

10.3 Extended Force Majeure

If force majeure continues for more than 60 days, either party may terminate the agreement with written notice.

11. Termination

11.1 Termination for Convenience

Either party may terminate this agreement:

With 30 days written notice for ongoing retainer services

Upon completion of project-based services

By mutual written agreement at any time

11.2 Termination for Cause

Either party may terminate immediately for:

Material breach that remains uncured after 15 days written notice

Insolvency, bankruptcy, or assignment for benefit of creditors

Violation of confidentiality obligations

Failure to make required payments after cure period

11.3 Effect of Termination

Upon termination:

All unpaid fees become immediately due

Each party returns confidential information

Accrued rights and obligations survive termination

BloomLogic provides work product completed to date

11.4 Survival

The following provisions survive termination:

Payment obligations for services rendered

Confidentiality and intellectual property provisions

Limitation of liability and indemnification

Governing law and dispute resolution

12. Dispute Resolution

12.1 Good Faith Negotiations

Parties agree to attempt resolution through good faith negotiations for 30 days before pursuing formal proceedings.

12.2 Mediation

If negotiations fail, disputes must be submitted to binding mediation through a mutually agreed mediator or the American Arbitration Association.

12.3 Arbitration

If mediation fails, disputes over $10,000 must be resolved through binding arbitration under AAA Commercial Arbitration Rules.

12.4 Litigation

Disputes under $10,000 may be resolved in small claims court or through standard litigation in [Jurisdiction] courts.

12.5 Injunctive Relief

Either party may seek injunctive relief for:

Breach of confidentiality obligations

Infringement of intellectual property rights

Prevention of irreparable harm

13. General Provisions

13.1 Governing Law

This agreement is governed by the laws of [State] without regard to conflict of law principles.

13.2 Jurisdiction and Venue

Any legal proceedings must be brought in the state and federal courts located in Marion County, Indiana.

13.3 Entire Agreement

This agreement, together with any Statement of Work or Service Agreement, constitutes the entire agreement between the parties.

13.4 Amendments

Modifications must be in writing and signed by authorized representatives of both parties.

13.5 Assignment

Client may not assign this agreement without BloomLogic's written consent

BloomLogic may assign to affiliates or in connection with business transfers

Any attempted unauthorized assignment is void

13.6 Severability

If any provision is found unenforceable, the remainder of the agreement remains in full force and effect.

13.7 Notices

All notices must be in writing and delivered to the addresses specified in the Statement of Work or Service Agreement.

13.8 Independent Contractors

BloomLogic is an independent contractor, not an employee, agent, or partner of Client.

13.9 No Third-Party Beneficiaries

This agreement creates no rights for third parties except as expressly stated.

13.10 Counterparts

This agreement may be executed in counterparts, including electronic signatures, each of which constitutes an original.

By engaging BloomLogic Consulting services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

For questions regarding these terms, please contact: BloomLogic Consulting
Email: [email protected]