Terms of Service

Agreement to Terms

By engaging with Optivara Strategy ("Optivara Strategy," "we," "us," or "our"), accessing our website at optivarastrategy.com, or entering into any consulting agreement, you ("Client," "you," or "your") confirm that you have read, understood, and agree to be bound by these Terms of Service.

We reserve the right to modify these Terms at any time. We will notify active clients of any material changes via email at least 14 days before they take effect. Continued engagement with our services after the effective date constitutes acceptance of the revised Terms.

Description of Services

Optivara Strategy provides professional business consulting services, including but not limited to:

• Strategy development and business planning
• Operations analysis and improvement
• Management support and leadership consulting
• Process design, documentation, and restructuring
• Growth guidance, market analysis, and scalability planning
• Change management and organizational transitions

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or consulting agreement, which forms part of these Terms. In the event of any conflict between the SOW and these Terms, the SOW shall prevail with respect to project-specific matters.

Our services are provided on an advisory basis. We do not guarantee specific business outcomes, as results depend on numerous factors including client implementation, market conditions, and execution quality by the client's team.

Client Obligations

To ensure effective delivery of our services, you agree to:

• Provide accurate, complete, and timely information as reasonably requested
• Grant access to relevant personnel, systems, and documentation necessary for the engagement
• Designate a primary point of contact authorized to make decisions on your behalf
• Review and provide feedback on deliverables within the timeframes specified in the SOW
• Implement recommendations at your own discretion and assume responsibility for all business decisions
• Maintain the confidentiality of any proprietary frameworks, tools, or methodologies shared with you

Delays caused by the client's failure to meet these obligations may result in revised timelines and additional fees, which will be communicated in advance and agreed upon in writing.

Payment Terms

All fees are stated in US Dollars and are exclusive of applicable taxes. You are responsible for all taxes, duties, or governmental charges arising from the services provided.

Invoices are issued electronically and are due within 15 days of the invoice date unless otherwise specified in the SOW. Failure to pay invoices on time may result in suspension of services without liability to Optivara Strategy.

All fees are non-refundable except as expressly stated in our Refund Policy. Any disputed invoice amounts must be raised in writing within 7 days of receipt. Undisputed amounts remain due by the original payment date.

Intellectual Property

Our Property: All proprietary frameworks, methodologies, templates, tools, and pre-existing intellectual property used or developed by Optivara Strategy remain the exclusive property of Optivara Strategy, regardless of whether they are customized for your engagement.

Your Property: All pre-existing intellectual property, data, and materials you provide to us remain your property. You grant us a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed services.

Deliverables: Upon receipt of full payment, Optivara Strategy assigns to you a non-exclusive, perpetual license to use the specific deliverables created for your engagement. This does not include underlying frameworks, methodologies, or tools used in their creation.

Confidentiality

Both parties agree to maintain strict confidentiality regarding all proprietary information, business data, strategies, financial information, and trade secrets disclosed during the engagement. This obligation:

• Applies for the duration of the engagement and for 3 years thereafter
• Does not apply to information that is or becomes publicly available through no fault of the receiving party
• Does not apply to information independently developed without use of confidential information
• Does not apply to disclosures required by applicable law or court order

Optivara Strategy will not disclose your business information to third parties without your written consent, except as required by law or to subcontractors who are bound by equivalent confidentiality obligations.

Limitation of Liability

To the maximum extent permitted by applicable law, Optivara Strategy's total liability to you for any claims arising from or related to our services shall not exceed the total fees paid by you in the 3 months preceding the event giving rise to the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, or loss of data, even if we have been advised of the possibility of such damages.

Termination

Either party may terminate an engagement by providing 30 days' written notice to the other party. In the event of termination:

• You shall pay for all services rendered up to the termination date
• We will deliver all completed work product to you within 14 days of termination
• Deposits and advance payments for work not yet commenced are subject to our Refund Policy
• Confidentiality obligations survive termination and remain in full force

We reserve the right to immediately terminate an engagement in the event of non-payment exceeding 30 days, material breach of these Terms, or conduct that we reasonably determine to be harmful, unethical, or unlawful.

Governing Law & Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of law provisions.

Any disputes arising from or related to these Terms or our services shall first be submitted to good-faith negotiation between the parties. If not resolved within 30 days, disputes shall be submitted to binding arbitration in St. Louis, Missouri in accordance with the American Arbitration Association Commercial Arbitration Rules.

Contact Information

For questions about these Terms of Service, to request clarification, or to discuss your engagement, please contact us: