Welcome to Moxie Automotive Consulting (“Moxie”, “we”, “us”, or “our”). These Terms & Conditions (“Terms”) govern your access to and use of our website moxieautoconsulting.com (the “Site”) and any consulting, training, advisory, or related services we provide (collectively, the “Services”). By using the Site or engaging our Services, you agree to these Terms. If you do not agree, please do not use the Site or the Services.

1. Services & Engagement

1. Scope of Services. We will provide the services described in a separate statement of work, engagement letter, or proposal (“Engagement Agreement”), which sets deliverables, schedule, fees, and responsibilities.
2. Client Responsibilities. You agree to provide timely access to information, personnel, and resources reasonably required for delivery. We are not liable for delays caused by your inaction or omissions.
3. Changes. Any changes to scope, schedule, or deliverables must be agreed in writing (including email). Additional work may incur additional fees.

2. Fees, Payment & Refunds

1. Fees. You agree to pay fees as set forth in the Engagement Agreement, plus applicable taxes and approved expenses.
2. Invoices & Payment Terms. Unless otherwise stated, invoices are due within 30 days of invoice date. Late balances may accrue 1.5% interest per month (or the maximum permitted by law).
3. Expenses. You will reimburse reasonable, pre-approved out-of-pocket expenses (e.g., travel, lodging, materials).
4. Refunds & Cancellations. Unless otherwise agreed in writing, fees paid are non-refundable. If you cancel before completion, you remain liable for fees and expenses incurred to date and any non-recoverable commitments made on your behalf.

3. Intellectual Property & License

1. Our Materials. We retain all rights in methodologies, tools, templates, processes, know-how, and other materials developed or used to provide the Services.
2. License to Client. Upon payment in full, we grant you a non-exclusive, non-transferable license to use deliverables for your internal business purposes, as defined in the Engagement Agreement.
3. Restrictions. You may not resell, sublicense, or publicly distribute deliverables unless expressly permitted in writing.
4. Feedback. If you provide suggestions or feedback, you grant us a royalty-free, irrevocable, worldwide license to use and incorporate them.

4. Confidentiality

1. Definition. “Confidential Information” means non-public information disclosed in connection with the Services, including business plans, financials, customer data, trade secrets, and work product.
2. Obligations. Each party will use the other’s Confidential Information only to perform under these Terms and protect it with at least reasonable care.
3. Exclusions. Confidential Information does not include information that (a) is or becomes public without breach; (b) was known prior to disclosure; (c) is lawfully received from a third party; or (d) is independently developed.
4. Compelled Disclosure. If legally required to disclose, the receiving party will (where permitted) provide prompt notice and cooperate to seek protective measures.
5. Return/Destruction. Upon request or termination, the receiving party will return or destroy the other party’s Confidential Information, except as retention is required by law.

5. Warranties & Disclaimers; Limitation of Liability

1. Authority. Each party warrants it has authority to enter these Terms.
2. No Guarantee. We do not warrant that the Services will achieve any particular result or outcome. Except as stated, we disclaim all warranties, express or implied, including merchantability and fitness for a particular purpose.
3. Limitation. To the maximum extent permitted by law, our total liability under or related to these Terms is limited to the fees you actually paid to us under the applicable Engagement Agreement, and we will not be liable for indirect, incidental, consequential, or punitive damages (including lost profits or data), even if advised of the possibility.
4. Exceptions. Nothing limits liability that cannot be limited by law (e.g., for gross negligence or willful misconduct).

6. Term & Termination

1. Term. These Terms begin on the Effective Date and continue until all engagements end.
2. Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.
3. Effect. Upon termination: (a) you will pay all amounts owed through the termination date; (b) we may withhold deliverables until paid; and (c) provisions intended to survive (e.g., confidentiality, IP, limitations) will remain in effect.

7. Use of Website & Content

1. Acceptable Use. You agree not to: violate laws or third-party rights; upload harmful code; interfere with the Site; or attempt unauthorized access to our systems or others’ data.
2. Third-Party Links. Links to third-party sites are for convenience only. We do not control and are not responsible for their content or practices.
3. Site “AS IS”. The Site is provided “AS IS” and “AS AVAILABLE” without warranties of any kind.
4. Site Liability. We are not liable for damages arising from your use of or inability to use the Site.

8. Indemnification

You agree to indemnify, defend, and hold harmless Moxie and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your breach of these Terms or applicable law; (b) your negligence or willful misconduct; or (c) your unauthorized use of deliverables.

9. Governing Law & Dispute Resolution

1. Governing Law. These Terms are governed by the laws of Kansas, excluding its conflicts-of-law rules.
2. Venue. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Marion County, Kansas.
3. Good-Faith Resolution. Before filing suit, the parties will meet in good faith (in person or virtually) to attempt to resolve disputes within 30 days.

10. General Provisions

1. Independent Contractor. We act as an independent contractor, not your employee, partner, or agent.
2. No Waiver. A delay or failure to enforce any right is not a waiver.
3. Severability. If any provision is unenforceable, the remainder remains in effect and the provision will be modified to the minimum extent necessary to be enforceable.
4. Assignment. You may not assign these Terms without our written consent; we may assign to a successor entity.
5. Notices. Notices must be in writing and delivered via email or certified mail to the addresses in the Engagement Agreement or via the contact details below.
6. Entire Agreement. These Terms, together with any Engagement Agreement and attachments, constitute the entire agreement and supersede prior understandings relating to the Services.