BloomLogic Consulting Terms & Conditions

Effective Date: 08/01/2025 Last Updated: 03/19/2026

1. Agreement Overview

1.1 Parties

These Terms & Conditions ("Agreement") govern the provision of consulting services by BloomLogic Consulting, an 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; and current technology systems and platforms.

Client also agrees to provide complete and accurate information including: business objectives and strategic goals; organizational structure and reporting relationships; budget constraints and resource limitations; previous improvement initiatives and their outcomes; and any factors that may impact service delivery.

Client agrees to provide reasonable cooperation including: prompt responses to requests for information; availability for scheduled meetings and interviews; participation in workshops and training sessions; assignment of internal resources as agreed; and implementation support as outlined in the 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, and 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 the 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; or terminate the 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; and 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 of 1.5% per month (18% annually) will apply to overdue amounts, along with collection costs and reasonable attorney fees if applicable. Services may be suspended for accounts 30 or more days overdue.

BloomLogic may engage collection agencies or legal counsel for unpaid accounts. Client is 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 are required from both parties. Mediation is required before legal action for disputes over $5,000.

5. SMS / Text Messaging Communications

You may opt in to receive SMS (text message) communications from BloomLogic Consulting. By opting in, you consent to receive text messages related to: requested materials and resources; transactional communications related to your engagement; follow-up communications regarding materials you have requested; and contracted work and project updates.

5.1 How to Opt In

You may opt in to SMS communications by submitting your mobile number through the contact form on the Contact page of our website (bloomlogicconsulting.com), as well as through other forms located throughout our website where your mobile number is collected. Submitting the form constitutes your consent to receive SMS messages for the purposes described above.

5.2 Age Requirement

You must be 18 years of age or older to use this SMS service.

5.3 Message Frequency

Message frequency will vary based on the nature and status of your engagement with BloomLogic Consulting. You may receive messages related to follow-ups, requested resources, and active contracted work.

5.4 Opt-Out and Help

You may opt out of SMS communications at any time by replying STOP to any message you receive from us. After you send STOP, you will receive a confirmation message that you have been unsubscribed. After this, you will no longer receive SMS messages from us.

If you would like to re-subscribe, you can sign up again through our website forms as you did previously.

If you are experiencing issues with the messaging program, you can reply HELP for more assistance or contact us directly at [email protected].

For more information on how we handle your data, please review our Privacy Policy

5.5 Rates and Carrier Disclaimer

Message and data rates may apply. Check with your carrier for details. Carriers are not liable for delayed or undelivered messages.

5.6 SMS Data Sharing Policy

No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. Information sharing to subcontractors in support services, such as customer service, is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

6. Intellectual Property

6.1 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; and any improvements to our existing methodologies.

6.2 Client Property

Client retains ownership of: pre-existing business information and data; industry-specific knowledge and processes; confidential business information and trade secrets; and custom deliverables specifically created for Client.

6.3 Work Product

Deliverables created during the engagement will be owned as follows: Client owns custom reports, analyses, and recommendations specific to Client's business; BloomLogic owns methodologies, processes, and tools used to create deliverables; knowledge and insights that benefit both parties are considered joint.

6.4 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.

7. Confidentiality

7.1 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; and return or destroy confidential information upon engagement completion.

7.2 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; or must be disclosed pursuant to legal or regulatory requirements.

7.3 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; and as required by applicable law or regulation.

8. Warranties and Disclaimers

8.1 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; and we will maintain professional liability insurance.

8.2 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; and it will not use services for illegal or unethical purposes.

8.3 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; AND 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; and past performance does not guarantee future results.

9. Limitation of Liability

9.1 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 $6,000, whichever is less.

9.2 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; or damages arising from Client's implementation of recommendations.

9.3 Exceptions

Liability limitations do not apply to: intentional misconduct or gross negligence; breach of confidentiality obligations; indemnification obligations; or amounts covered by professional liability insurance.

9.4 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; and cooperating in investigation and resolution efforts.

10. Indemnification

10.1 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; and violation of laws or regulations by Client.

10.2 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; and violation of applicable laws by BloomLogic.

10.3 Indemnification Process

The indemnified party must: provide prompt written notice of claims; allow indemnifying party to control defense; cooperate reasonably in defense efforts; and not settle claims without indemnifying party's consent.

11. Force Majeure

11.1 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; and supplier failures and material shortages.

11.2 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; and consider alternative methods of service delivery.

11.3 Extended Force Majeure

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

12. Termination

12.1 Termination for Convenience

Either party may terminate this agreement: with 30 days written notice for ongoing retainer services; upon completion of project-based services; or by mutual written agreement at any time.

12.2 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; or failure to make required payments after cure period.

12.3 Effect of Termination

Upon termination: all unpaid fees become immediately due; each party returns confidential information; accrued rights and obligations survive termination; and BloomLogic provides work product completed to date.

12.4 Survival

The following provisions survive termination: payment obligations for services rendered; confidentiality and intellectual property provisions; limitation of liability and indemnification; and governing law and dispute resolution.

13. Dispute Resolution

13.1 Good Faith Negotiations

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

13.2 Mediation

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

13.3 Arbitration

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

13.4 Litigation

Disputes under $10,000 may be resolved in small claims court or through standard litigation in Marion County, Indiana courts.

13.5 Injunctive Relief

Either party may seek injunctive relief for: breach of confidentiality obligations; infringement of intellectual property rights; or prevention of irreparable harm.

14. General Provisions

14.1 Governing Law

This agreement is governed by the laws of Indiana without regard to conflict of law principles.

14.2 Jurisdiction and Venue

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

14.3 Entire Agreement

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

14.4 Amendments

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

14.5 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.

14.6 Severability

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

14.7 Notices

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

14.8 Independent Contractors

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

14.9 No Third-Party Beneficiaries

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

14.10 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]