TERMS OF ENGAGEMENT
These Terms of Engagement (“Terms”) govern all services provided by JMB Compliance (“Consultant,” “JMB,” “we,” or “us”) to the individual or entity engaging those services (“Client,” “you”). By purchasing a toolkit product, engaging Consultant for a flat-rate project, entering a consulting retainer, or purchasing training services, Client agrees to be bound by these Terms, together with any applicable Statement of Work, order form, or retainer agreement (collectively, the “Engagement Documents”). In the event of a conflict, the specific Engagement Document controls over these Terms.
1. Nature of Services — Consulting, Not Legal Representation
Consultant is a compliance and governance consulting practice. Consultant is not a law firm, does not provide legal representation, and no service delivered under these Terms creates an attorney-client relationship, regardless of the professional credentials, background, or experience of Consultant's personnel. Deliverables — including policies, toolkits, risk assessments, training materials, and dashboard reporting — reflect compliance and governance best practices and are not legal advice or a legal opinion on Client's specific facts. Client remains responsible for securing independent legal counsel for legal advice, representation, or opinions on legal questions, including questions of statutory interpretation, litigation risk, or regulatory enforcement exposure.
This distinction applies regardless of how Consultant's credentials or background are described in marketing materials, proposals, or conversation.
2. Service Lines
Consultant offers services through the following independent service lines, each governed by these Terms and any applicable Engagement Document:
2.1 Toolkit Products
Self-service compliance toolkits, including individual policies, policy bundles, the Implementation Toolkit, the Compliance Program Builder, and the Ethics & Integrity Suite, are delivered as fixed-fee, one-time purchases. Toolkit products are licensed to Client for internal use and adaptation and are provided “as is” subject to Section 10 below.
2.2 Flat-Rate Projects
Defined-scope engagements (e.g., custom policy building, standalone risk assessments) are billed at a fixed project fee set out in the applicable Statement of Work. Scope changes outside the original Statement of Work will be documented and billed separately or under a revised Statement of Work before work proceeds.
2.3 Consulting Retainers
Ongoing advisory services are provided under monthly retainer tiers (Starter, Light, Standard, and Premium), each with a defined monthly fee, monthly hour allotment, and annual platform fee, as set out in the applicable retainer agreement. Hours do not roll over between months unless otherwise stated in writing. Work requested beyond the monthly hour allotment, or work requested on an expedited or emergency basis, is billed at Consultant's emergency support rate, currently $450 per hour, in addition to the retainer fee. Clients who commit to an annual term receive a discount equivalent to two months of the applicable monthly fee, applied as set out in the retainer agreement.
2.4 Training Services
Consultant offers on-demand training courses, live virtual training sessions, custom training development, and organization-wide per-seat training licenses. Training pricing and scope are set out in the applicable order form. On-demand courses, live sessions, and custom development represent different formats matched to different organizational needs and are not tiered by quality.
3. Toolkit-to-Consulting Credit
Client who has purchased a toolkit product may apply the toolkit purchase price toward a subsequent flat-rate project or the first month of a consulting retainer, provided the retainer or project engagement begins within ninety (90) days of the toolkit purchase date. The credit equals fifty percent (50%) off the first month of a consulting retainer or fifteen percent (15%) off the first flat-rate project fee. This credit is not transferable, has no cash value, cannot be combined with other discounts unless expressly stated, and expires automatically if unused within the 90-day window.
4. Fees and Payment
Fees for all service lines are set out in the applicable Engagement Document and are due as specified there. All payments are processed through Consultant's designated payment platform. Retainer fees are billed monthly in advance unless an annual term has been elected. Annual platform fees are billed at the start of the engagement term and are non-refundable except as otherwise required by law. Late payments may result in suspension of services until the account is brought current.
5. Travel and In-Person Engagement Policy
Consultant's practice is online-first. In-person services are an optional, separately priced add-on to any service line.
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No travel fee applies to any service, including in-person training delivery, when performed within the Austin, Texas metro area.
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A travel fee applies to in-person services requested outside the Austin metro area, calculated based on distance and time.
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A travel fee applies to sensitive engagements — including internal investigations, board presentations, and urgent mitigation response — regardless of distance from the Austin metro area, in recognition of the dedicated, in-person nature of that work.
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For Premium retainer clients, the initial kickoff meeting and risk assessment are included in-person within the free-travel radius by default. For Standard retainer clients, the initial kickoff meeting is included in-person within the free-travel radius by default. All other in-person delivery is an add-on as described above.
6. Confidentiality
Each party will maintain the confidentiality of the other party's non-public information disclosed in connection with the engagement and will use it solely to perform or receive the services. This obligation survives termination of the engagement. Consultant will not disclose Client's confidential compliance posture, risk assessments, or internal materials to third parties except as necessary to perform the services, as required by law, or with Client's written consent.
7. Communications Security
Information transmitted by email, web form, or similar unencrypted channels may not be secure. Client should not transmit highly sensitive regulatory materials, investigation records, or non-public personal data through such channels unless Consultant has expressly designated a channel as secure for that purpose.
8. Disclaimer of Warranties: No Guarantee of Compliance
Services and deliverables are provided “as is” and “as available.” Consultant makes no warranty, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any deliverable. Compliance is an ongoing, fact-specific, and jurisdiction-specific undertaking; Consultant does not guarantee that any policy, toolkit, training program, or advisory recommendation will result in full regulatory compliance, prevent an audit finding, or eliminate legal risk. Client remains responsible for implementation, for adapting deliverables to its specific facts, and for its own compliance outcomes.
9. Limitation of Liability
To the maximum extent permitted by law, Consultant's total liability arising out of or related to these Terms or any engagement will not exceed the total fees paid by Client to Consultant for the specific engagement giving rise to the claim in the twelve (12) months preceding the claim. In no event will Consultant be liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost business opportunities, even if advised of the possibility of such damages.
10. Indemnification
Client agrees to indemnify and hold harmless Consultant and its officers, directors, employees, and affiliates from and against any claims, liabilities, damages, or expenses (including reasonable attorneys' fees) arising from Client's use of the services or deliverables, Client's violation of these Terms, or Client's violation of applicable law.
11. Independent Contractor Relationship
Consultant provides services as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between Consultant and Client.
12. Term and Termination
These Terms remain in effect for the duration of the applicable engagement. Either party may terminate a month-to-month retainer engagement with thirty (30) days' written notice. Annual-term retainer engagements are subject to the cancellation and refund terms set out in the applicable retainer agreement. Toolkit purchases and flat-rate project fees are non-refundable once work has commenced or the toolkit has been delivered, except as otherwise required by law.
13. Governing Law
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Any dispute arising from these Terms or an engagement will be resolved in the state or federal courts located in Williamson County or Travis County, Texas, and Client consents to jurisdiction and venue there.
14. Entire Agreement; Amendment
These Terms, together with the applicable Engagement Documents, constitute the entire agreement between the parties regarding the services and supersede any prior discussions or proposals. Consultant may update these Terms from time to time; the version in effect at the time services are ordered governs that engagement, and material changes affecting an active retainer will be communicated to Client in writing before taking effect.
JMB Compliance is a consulting practice and does not provide legal advice or representation. These Terms of Engagement govern consulting services, toolkit purchases, and training services only. A separate Website Terms of Use governs use of jmbcompliance.com by site visitors.
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