Terms of Service
Effective date: January 1, 2026. These Terms of Service ("Terms") govern the provision of negotiation advisory, consulting, facilitation, and related services by Tidesrokus Consulting LLC ("Tidesrokus", "we", "us") to the client entity that engages us ("Client"). By engaging our services, signing a statement of work, or otherwise instructing us to proceed, the Client agrees to these Terms together with any written proposal, statement of work, or engagement letter. If the Client is entering into these Terms on behalf of an organization, the signer represents authority to bind that organization. These Terms describe the scope of services, fee and payment terms, confidentiality obligations, intellectual property treatment, limitations of liability, termination rights, and governing law. They also summarize rights and remedies; they do not create a warranty that specific business outcomes will be achieved. Where a written agreement or statement of work is executed, its terms take priority to the extent they expressly vary these Terms.
Scope of Services and Deliverables
Tidesrokus provides advisory services including diagnostics, playbook development, negotiation coaching, facilitated negotiation sessions, and measurement and reporting. Deliverables and timelines are set out in the applicable statement of work. Services are advisory in nature and may include templates, scripts, models, and training materials. The Client is responsible for internal approvals and execution of commercial decisions. Any materials we prepare for the Client will reference the facts provided by the Client; we rely on Client information and do not independently verify every fact unless explicitly agreed. For engagements involving sensitive deal data, parties will agree a secure data exchange method and handling procedures in the statement of work. Third-party costs incurred on the Client's behalf will be invoiced or otherwise charged as agreed in writing.
Fees, Expenses, and Payment
Fees and payment terms are set out in the statement of work or engagement letter. Unless otherwise specified, fees are payable in U.S. dollars and invoiced as milestones, monthly retainer, or upon completion as agreed. Invoices are due within 30 days of receipt unless an alternative term is agreed. Overdue amounts accrue interest at a commercially reasonable rate permitted by law. The Client agrees to reimburse reasonable out-of-pocket expenses incurred by Tidesrokus in performance of the engagement when pre-approved. For outcome-linked fee elements, the basis for measurement and timing of payment will be defined in writing; disputes about measurement will be resolved through the escalation process in the statement of work. Taxes are the responsibility of the Client unless the invoice states otherwise.
Confidentiality and Data
Each party agrees to keep confidential the other's non-public information marked confidential or that should reasonably be understood as confidential given its nature. Tidesrokus will treat Client deal information and negotiation materials as confidential and will use them only to perform services. Tidesrokus may process business contact data and engagement-related information in accordance with the Privacy Policy. Tidesrokus may retain anonymized, aggregated learnings and best practices derived from projects provided they do not identify the Client or reveal confidential deal terms. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party lawfully receives from a third party without restriction, or that is independently developed. Each party may disclose confidential information when required by law, provided it uses reasonable efforts to notify the disclosing party and limit disclosure where lawful and practicable.
Intellectual Property
Unless otherwise agreed in writing, Tidesrokus retains ownership of its pre-existing intellectual property, methodologies, templates, and tools. Upon full payment, the Client receives a limited, non-exclusive, non-transferable license to use deliverables created specifically for the Client solely for its internal business purposes. The Client may not resell or sublicense deliverables without prior written permission. If the parties create joint materials and agree in writing to different ownership terms, the agreement controls. Client materials provided to Tidesrokus remain the Client's property; the Client grants Tidesrokus a license to use such materials for the purpose of performing the engagement. Tidesrokus warrants that it has the right to grant the license in its deliverables and that use of deliverables in accordance with these Terms will not infringe third-party intellectual property rights to the best of Tidesrokus' knowledge.
Limitations of Liability
To the maximum extent permitted by applicable law, Tidesrokus' aggregate liability for claims arising under or related to these Terms is limited to the amount of fees paid by the Client to Tidesrokus under the applicable statement of work in the 12 months prior to the claim. In no event will Tidesrokus be liable for lost profits, lost business, special, incidental, punitive, or consequential damages even if advised of the possibility of such damages. Nothing in these Terms limits liability for willful misconduct, gross negligence where prohibited by law, or other liabilities that cannot be limited by applicable law. The Client acknowledges that negotiation outcomes are influenced by many factors outside Tidesrokus' control and that advisory services do not guarantee specific commercial results.
Term, Termination, and Remedies
Either party may terminate an engagement for material breach if the breach remains uncured for 30 days after written notice. Upon termination the Client will pay for services rendered and reasonable costs incurred up to the effective termination date. If a Client terminates without cause, Tidesrokus may be entitled to fees for work in progress and reasonable wind-down costs. Termination does not relieve the parties of accrued payment obligations or confidentiality obligations which survive termination. Remedies for breach include specific performance, injunctive relief, and any other remedies available by law. Parties agree to first attempt to resolve disputes through negotiation and designated escalation contacts prior to formal proceedings.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law rules. Except where injunctive relief is sought, parties will first attempt to resolve disputes in good faith through negotiation or mediation. If unresolved, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. Venue and jurisdiction provisions do not prevent Tidesrokus from seeking interim injunctive relief in any court with competent jurisdiction to protect its confidential information or intellectual property rights.
General Provisions
These Terms, together with any executed statement of work and referenced documents, constitute the entire agreement between the parties regarding the subject matter and supersede prior agreements. Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Tidesrokus may assign to an affiliate or in connection with a sale of substantially all of its business assets. If any provision is held invalid, the remaining provisions remain in full force. Any notices required under these Terms shall be sent to the contact details provided in the statement of work or to the addresses listed in our website footer.
Contact for Legal and Privacy Inquiries
For contractual, legal, or privacy inquiries, please contact: Tidesrokus Consulting LLC, 150 Federal St, Suite 100, Boston, MA 02110, USA. Email: [email protected]. Phone: +1 (617) 482-9000. We aim to respond to formal inquiries within a reasonable timeframe and in accordance with applicable legal obligations.