Master Terms & Conditions Governing All Client Engagements

Last Updated: December 10, 2025
Governing Law: Delaware

Made Effective Upon Agreement Execution by Client

These Master Terms and Conditions (“Terms”) govern all services provided by Delta-t Executive Consulting LLC, a Delaware limited liability company (“Company”), to the individual or entity entering into a written Client Agreement (“Client”). These Terms are incorporated by reference into all Client Agreements and shall govern in the event of any conflict unless an executed written amendment expressly supersedes them.

By signing the Client Agreement, Client acknowledges and agrees to be bound by these Terms.

1. Scope of Services

Company provides executive career advisory, coaching, branding, strategic planning, and related consulting services. All services are advisory in nature. Company does not act as an employer, recruiter, placement agency, legal advisor, financial advisor, tax advisor, or psychologist. Client is solely responsible for all employment decisions, negotiations, outcomes, and actions they take in reliance on Company’s guidance.

2. No Guarantee of Results

Client acknowledges and agrees that:

  • Company does not guarantee Client will obtain employment, interviews, offers, promotions, compensation increases, or any specific career outcome.

  • Results depend heavily on Client’s effort, market conditions, qualifications, work ethic, and the broader economic environment.

  • Statements describing possible outcomes are illustrative only, not promises.

  • Dissatisfaction with results, effort required, or pace of progress does not entitle Client to a refund, fee reduction, or damages.

3. Client Responsibilities

Client agrees to:

  • Participate actively and promptly in coaching and advisory processes.

  • Provide accurate, complete information, including employment history, compensation, and personal details.

  • Cooperate with scheduling, communication, and submission of requested materials.

  • Maintain professionalism and respectful communication with Company staff.

3.1 Client Responsibility for Job Search Execution

The Client understands and agrees that Delta-t Executive Consulting LLC (“Company”) provides strategic guidance, professional advisory services, tools, and support intended to enhance the Client’s own efforts in pursuing career opportunities. While the Company may assist with strategy, preparation, positioning, outreach planning, networking recommendations, application guidance, interview preparation, and other related services, the Client remains solely responsible for the initiation, execution, and follow-through of their job search and career-advancement activities.

The Client acknowledges that the success of any job search or career transition relies substantially on the Client’s own actions, including but not limited to: timely completion of assigned tasks; proactive engagement with recommended strategies; consistent communication; utilization of provided materials; participation in networking activities; responsiveness during the job-search process; and any other steps reasonably necessary to achieve their stated goals.

The Client further agrees that outcomes including job offers, compensation levels, advancement opportunities, or the timing of results depend on numerous factors outside the Company’s control. Accordingly, lack of desired results shall not be construed as a failure by the Company to perform its obligations or as evidence that additional services were required beyond those expressly included in this Agreement.

By entering into this Agreement, the Client affirms that they understand and accept their central role in the job-search process and that the Company’s services are designed to support, empower, and advise, not to perform the job search on the Client’s behalf.

Company reserves the right to suspend or terminate services under Section 13 if Client is abusive, threatening, non-cooperative, or engages in conduct that inhibits performance.

4. Confidentiality (Mutual Non-Disclosure)

4.1 Company Obligations

Company will maintain the confidentiality of Client’s sensitive information, including but not limited to:

  • Salary, compensation history

  • Employment records

  • Personal background information

  • Job-search strategy or materials

Company may disclose such information only:

  • With Client’s consent

  • To internal staff or contractors on a need-to-know basis

  • As required by law

4.2 Client Obligations

Client agrees to maintain the confidentiality of:

  • Company methodologies, frameworks, templates, assessments, and proprietary processes

  • Communication strategies, networking approaches, pitch language, and analyses

  • Any nonpublic information about Company operations, processes, or personnel

Client may not disclose, reproduce, sell, distribute, modify, or repurpose any Company materials except for their personal use in their own career development.

This confidentiality obligation is perpetual and survives termination of services.

5. Intellectual Property & Licensing

All materials created, provided, or customized by Company—including resumes, bios, pitch decks, career marketing collateral, content, templates, assessments, job-search strategies, and all derivative works—are the exclusive intellectual property of Company.

5.1 Limited License

Company grants Client a personal, non-exclusive, non-transferable, non-sublicensable license to use such materials solely for Client’s individual career advancement.

5.2 Prohibited Uses

Client may not:

  • Reproduce or distribute materials to third parties

  • Sell, license, or repurpose Company content

  • Provide materials to competing consulting or career firms

  • Use materials to build or support a business offering similar services

Any unauthorized use constitutes infringement and may result in legal action, injunctive relief, and damages.

6. Payment Terms, Defaults & Collections

6.1 Payment Obligations

All fees are due as stated in the Client Agreement. By entering the Agreement, Client acknowledges:

  • Payments are non-contingent, meaning they are owed regardless of Client outcomes.

  • For installment plans, Client must ensure all payments are made on schedule.

  • Clients who elect to participate in an Executive Continuity Retainer will be billed for the first time 1 year from the date they accept a new position or upon reengaging our services, whichever comes first, and yearly thereafter.

6.2 Late Payments

Company may assess:

  • Late fees of up to 1.5% per month (or the maximum amount permitted by law), and

  • Administrative fees for failed or returned payments.

6.3 Nonpayment & Collections

If Client defaults:

  • Company may suspend services immediately;

  • Client is responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and third-party collection agency fees.

7. Refunds & Cancellations

7.1 Refund Policy

Unless expressly stated otherwise in the signed Client Agreement:

  • All fees are nonrefundable once Client attends second video consultation meeting in any capacity.

  • Should client decide to disengage with our services, a full refund will only be issued if the client communicates in writing their wish to disengage prior to attending their second video consultation meeting or within one week of their initial video consultation meeting, whichever comes first.

  • Partial completion of services does not entitle Client to partial or prorated refunds.

7.2 Chargebacks Prohibited

Client agrees not to initiate credit card or bank chargebacks. Doing so constitutes a breach, and Client will be liable for:

  • The full outstanding balance

  • Chargeback fees

  • Legal and administrative costs

Company may report fraudulent chargebacks to appropriate authorities.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Company and its employees, contractors, officers, and agents from any claims, damages, liabilities, losses, costs, or expenses arising out of or related to:

  • Client’s actions, conduct, misrepresentations, or omissions

  • Client’s misuse of Company materials

  • Client’s employment decisions, negotiations, or communications

  • Third-party claims relating to Client’s job search or professional activities

This indemnification obligation is broad, survives termination, and includes attorneys’ fees.

9. Limitation of Liability

To the maximum extent permitted by Delaware law:

  • Company’s total cumulative liability for any claim, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client under the applicable Client Agreement.

  • Company is not liable for:

    • Loss of employment, opportunities, income, or earnings

    • Reputational harm

    • Emotional distress

    • Lost profits or consequential damages

    • Decisions made by Client or third parties

    • Delays or disruptions caused by Client

    • Actions of employers, recruiters, interviewers, or market conditions

Client acknowledges that services involve professional judgment and inherently unpredictable external factors. This limitation is a material inducement for Company to enter into the Agreement.

10. Technology, Data Privacy & Security

10.1 Use of Technology

Client understands that services may rely on third-party platforms (e.g., email, video conferencing, file-sharing tools). Company is not responsible for:

  • Platform outages

  • Security vulnerabilities of third-party tools

  • Delays caused by technology failures

10.2 Data Privacy

Company will take commercially reasonable measures to protect Client data but cannot guarantee:

  • Absolute security

  • Prevention of cyberattacks

  • Uninterrupted access

10.3 Client Responsibilities

Client agrees to:

  • Use secure passwords

  • Protect their own devices

  • Avoid sharing login credentials

  • Notify Company of suspected breaches

11. Independent Contractor Relationship

Company and Client are independent parties. Nothing in the Agreement creates:

  • An employer-employee relationship

  • A joint venture

  • A partnership

  • A fiduciary duty

Client is solely responsible for their own employment decisions and actions.

12. Force Majeure

Company is not liable for delays or failure to perform due to events beyond its reasonable control, including:

  • Natural disasters

  • Power failures

  • Network outages

  • Global or regional crises

  • Labor shortages

  • Illness

Deadlines and delivery schedules may be extended accordingly.

13. Termination of Services

Company may terminate services immediately if:

  • Client is verbally abusive, hostile, or threatening

  • Client refuses to cooperate or repeatedly misses scheduled sessions

  • Client engages in unethical or fraudulent behavior

  • Client violates confidentiality or IP restrictions

  • Client becomes delinquent on payments

Upon termination:

  • No refunds will be issued

  • All outstanding balances become immediately due

  • Client’s license to use Company materials is revoked

14. Dispute Resolution, Governing Law & Venue

14.1 Governing Law

These Terms and all related agreements are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.

14.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to the Agreement or these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

14.3 Venue

The exclusive venue for arbitration shall be Wilmington, Delaware.

14.4 Class Action Waiver

Client may only bring claims individually. Class or collective actions are waived.

14.5 Fees

The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

15. No Reliance on Prior Statements

The Client acknowledges and agrees that they are not relying on any statement, representation, assurance, promise, or warranty made by the Company, its owners, officers, employees, contractors, or agents that is not expressly included in this Agreement. Any prior discussions, proposals, forecasts, descriptions of services, marketing materials, success stories, testimonials, or statements regarding expected outcomes, including but not limited to: statements about potential job placement, compensation increases, career advancement, timing of results, or likelihood of success are hereby superseded by the terms of this Agreement and shall not form the basis of any claim or reliance.

The Client further acknowledges that no oral or written statements made before the execution of this Agreement, whether made in good faith or otherwise, shall be interpreted as a guarantee or as creating any binding obligation unless clearly and expressly set forth herein. The Client affirms that they have had the opportunity to ask questions, request clarifications, and seek independent professional or legal advice prior to entering into this Agreement, and that they understand and accept the limitations and disclaimers stated herein.

16. Additional Terms:

16.1. Reasonable Use / No Expectation of Unlimited Service

  • Services provided under this Agreement are subject to reasonable use.

  • Unless expressly stated in writing, the Company does not provide unlimited meetings, unlimited revisions, unlimited availability, or unlimited access to consultants.

  • The scope of services is limited to those explicitly outlined in this Agreement or the Client’s selected service package.

  • Requests falling outside the defined scope may require an additional agreement or fee.

16.2. Recording Prohibition

  • The Client may not record any calls, meetings, video sessions, workshops, or communications with the Company without prior written consent.

  • Unauthorized recording, distribution, or sharing of Company sessions, materials, or communications is strictly prohibited.

  • The Company may, at its discretion, provide approved session recordings (e.g., via Fathom or other platforms) for the Client’s personal use.

  • Any violation of this provision constitutes a material breach of this Agreement.

16.3. Survival of Obligations

The following provisions shall survive the termination or expiration of this Agreement:

  • Confidentiality and Non-Disclosure

  • Intellectual Property and Use Restrictions

  • Limitation of Liability

  • Indemnification

  • Dispute Resolution and Governing Law

  • Any other provisions which by their nature are intended to survive

Termination of services does not relieve either party of obligations that accrued prior to termination.

16.4. Updates to Web-Hosted Terms

  • The Company may update or modify its publicly posted Terms of Service from time to time to reflect operational, legal, or service changes.

  • Updated terms apply to future engagements or renewals entered into after the updated terms are posted.

  • Clients with an existing signed Agreement remain governed by the version of the Terms of Service in effect as of their signing date unless both parties mutually agree to adopt updated terms.

17. Entire Agreement; Amendments

These Terms, together with the executed Client Agreement, constitute the full and entire understanding between Client and Company.

Any amendments must be:

  • In writing,

  • Explicitly identified as amendments, and

  • Signed by both parties.

18. Severability

If any provision is found unenforceable, the remainder shall continue in full force. Only the unenforceable portion will be modified to reflect the parties’ intent.

19. Notice

Notices may be provided electronically, including via:

  • Email

  • Client portal

  • Website updates

Such notices are deemed received upon transmission.

20. Acceptance

By signing the Client Agreement and proceeding with services, Client acknowledges:

  • They have read and understand these Terms;

  • They agree to be bound by them;

  • These Terms form a legally binding contract.

END OF TERMS