Purchasing Terms

Effective date: 01/03/2024

 The conditions are in addition to the Terms and Conditions listed on our website for all users.

Acceptances
By making a purchase on behalf of your organization, you are indicating that you have the authority to enter into this Agreement on behalf of your organization ("Client"). Client agrees to cooperate and to provide Colton Strawser Strategies, LLC., DBA Colton Strawser Consulting, (“CSC”) with everything needed to complete the services as, when and in the format requested by CSC.

CSC has the experience and ability to do everything CSC agreed to for Client and will do it all in a professional and timely manner. CSC will endeavor to meet every deadline that is set and to meet the expectation for services to the best of its abilities.

Background
A. Client is of the opinion that CSC has the necessary qualifications, experience, and abilities to provide consulting services to the Client
B. CSC is agreeable to providing such consulting services to Client on the terms and conditions set out in this Agreement. In this Agreement, CSC and Client are sometimes referred to, either singularly as a “Party” or collectively as “Parties” to the Agreement.

In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Client and CSC agree as follows:

Payment
CSC will submit an invoice to the Client. Client will remit payment to CSC within fifteen (15) days of receiving an invoice. In addition to consulting fees, Client will reimburse CSC for expenses in excess of what is not included within the budget and scope of work. Expenses include items such as airfare, lodging, meals during travel, and material expenses such as copying and mailing. Late payments will be charged a 1.5% late fee, accrued and compounded every 15 days, or fifty ($50) dollars every 15 days, whichever is greater. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). In case of overdue payments, CSC reserves the right to stop work until all overdue payments, including late fees, are received.

Expectations
The success of this Agreement depends largely on the commitment of the Parties to work together by returning phone calls, attending scheduled meetings, providing necessary materials, information, and access to staff and board members, and otherwise cooperating to move steadily toward project completion. Rescheduling or cancelling meetings less than two (2) hours before the start time will result in an hourly charge for the time the call was meant to take place. If Client does not appear for a meeting or call at the scheduled time this will also result in an hourly charge. In the event the contract is a fixed-priced contract, Client will be billed $200 for the late cancellation or no-show.
The project may involve CSC making recommendations to Client. All decisions to accept or reject CSC’s recommendations (including steps for implementation) will be made at the Client’s sole discretion. In addition, CSC is not a legal or financial management firm; therefore, consulting on legal or accounting matters should be verified by Client's own legal and financial counsel.

Indemnification
Client, and anyone claiming by, through or under the same, hereby fully and irrevocably releases and agrees to indemnify and holds CSC, and its representatives, including without exclusion its affiliates and its and their respective agents, consultants, employees, officers, and owners, harmless from and against any and all costs, loss, liability, damage, expense (including reasonable attorney fees – irrespective of whether suit is instituted), demand, action or cause of action or cause incurred by CSC relating to the breach or alleged breach of any of Client’s obligations, representations, or warranties hereunder or relating to the project. If CSC is made a Party to any litigation commenced as a result of this Agreement, the project contemplated herein, relating to the breach or alleged breach of any of Client’s obligations or warranties hereunder, or any misrepresentations made by Client which results in damage to CSC, Client shall, at Client’s expense, provide CSC with legal counsel satisfactory to CSC and reimburse CSC for any company time or resources consumed as a result of the litigation. These provisions and any and all other indemnification provisions of this Agreement shall survive the term of this Agreement.

Force Majeure
No failure or omission by a Party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such Party which cannot be overcome through that Party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, public health emergency, severe illness, invasion, fire, explosion, floods, and acts of government or governmental agencies or instrumentalities.

Notices
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via U.S. mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Appropriate Conduct
Client and CSC will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement CSC believes that it has been subjected to harassing behavior on the part of Client or Client’s staff, CSC will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following CSC’s second notice, such behavior will constitute a breach of this Agreement and entitle CSC to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to CSC by law.

Place of Work
It is understood that the services for this Agreement will be rendered from CSC’s office, a CSC consultant's residence and at third-Party locations where appropriate.

Marketing and Communications
The Client authorizes CSC to promote the consulting engagement between the Client and CSC including but not limited to social media, website, and print material as appropriate. Promotion of the engagement may be conducted during and after the consulting engagement. Promotion includes using the Client’s name, logo, and samples of any publicly available documents. Client is not authorized to share that is it working with CSC unless written consent is provided by CSC to Client.

Rights to Authorship Credit
Both Parties agree that when asked, Client must properly identify CSC as the creator of the deliverables. Client does not have a proactive duty to display CSC’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than CSC.

Client hereby agrees CSC may use the work product as part of CSC's portfolio and websites, galleries and other media solely for the purpose of showcasing CSC's work but not for any other purpose. CSC will not publish any confidential or non-public work without Client’s prior written consent.

Confidentiality
Confidential information refers to any data or information related to Client, whether business or personal, which would reasonably be considered to be private or proprietary to Client and that is not generally known and where the release of that confidential information could reasonable be expected to cause harm to Client. CSC agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any confidential information that was obtained, except as authorized by Client in writing or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive for one (1) year upon termination of this agreement.

All written and oral information and material disclosed or provided by Client to CSC under this Agreement, in connection with the project or other services provided by CSC, is confidential information regardless of whether it was provided before, on or after the date of this Agreement or how it was provided to CSC. Upon the expiry or termination of this Agreement, CSC will return to Client any property, documentation, records, or confidential information which is the property of Client.

For the avoidance of doubt, confidential information does not include information which (i) is already in CSC’s or its Representatives possession prior to being disclosed by Client; (ii) is or becomes available to the general public; (iii) becomes available to CSC or its Representatives on a non-confidential basis from a source other than Client, not known by CSC to be bound by a confidentiality agreement or other obligations to Client; and (iv) is independently developed by or for CSC or its Representatives without use of or reference to confidential information provided in connection with this Agreement.

Data Retention
In conducting research and collecting data for any project or service, CSC follows the best practices of human subjects research required by institutional review boards and seeks to keep data confidential and anonymous. Notwithstanding anything to the contrary in this Agreement, and unless otherwise agreed to in a writing signed by both Parties, research and data collected by CSC or its Representatives in the course of rendering services to Client shall remain property of CSC or its Representatives respectively and shall not be accessible to Client, and Client has no rights to such research or data, except as determined in the sole discretion of CSC.

Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between CSC and Client. Both Parties agree that CSC is, and at all times during this Agreement shall remain, an independent contractor.

Governing Law
This Agreement, and all suits and special proceedings hereunder, shall be construed in accordance with and pursuant to the laws of the State of Texas, and in any action, special proceedings, or any other proceeding that may be brought arising out of, in connect with, or by reason of this agreement, the laws of the State of Texas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any such action or special proceedings may be instituted. The Parties hereby agree that the venue for any action arising out of the execution or performance of this Agreement shall be Tarrant County, Texas.

Term and Termination
Absent any written agreement to the contrary, the terms of this Agreement and all obligations hereunder shall expire one year from the date hereof. Either Party may also terminate this Agreement at any time, with or without cause, upon 7 days written notice.
Either Party also may at any time terminate the Agreement immediately if: (i) the other Party commits a breach of this Agreement and such Party does not cure a breach within 5 days of written notice from the non-breaching Party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay CSC any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. CSC agrees to use the best efforts to minimize such costs and expenses.
Termination for any reason shall not affect the rights granted to Client by CSC hereunder. Upon termination, Client shall pay to CSC all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or services provided by CSC as of the date of termination, Client agrees not to use any such material or the product of such service, until Client has paid CSC in full. Any provisions or clause in this Agreement that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, CSC shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. CSC hereby agrees to release and waive its security interest in the deliverable(s) and/or material(s) upon receipt of full payment for all undisputed amounts.

Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if in writing signed by each Party or an authorized representative of each Party.

Attorney Fees
In the event any action is filed in relation to this Agreement, the unsuccessful Party in the action shall pay to the successful Party, in addition to all the sums that either Party may be called on to pay, a reasonable sum for the successful Party’s attorney fees.

Assignment of Rights
The rights of each Party under this Agreement are personal to that Party and may not be assigned or transferred to any other person, firm, corporation or other entity without the prior, express and written consent of the other Party.

Effect of Partial Invalidity
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the effect any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executive by Parties subsequent to the expungement of the invalid provision.

Entire Agreement
This Agreement constitutes the entire agreement between the Parties, and prior understand or representative of any kind preceding the date of this Agreement shall not be binding on either Party except to the extent incorporated in this Agreement.

Section Headings
The titles to the sections and subsections of this Agreement are solely for the convenience of the parities and shall not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Agreement.

By making this purchase, you indicate that you have read the agreement, agree to its terms and conditions, ​and are legally authorized to enter into contractual agreements on behalf of the representing Party.

Contact Us

The Company welcomes your questions or comments regarding the Terms:

Colton Strawser Consulting
700 Highlander Blvd., Suite 205
Arlington, TX 76015

Email Address: [email protected]