Terms & Conditions

Agreement to Terms

These Terms and Conditions ("Terms") govern your use of the Sophion Media & Consulting Group website and services. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

Services

Sophion Media & Consulting Group provides operational consulting, strategic advisory, contract management, organizational strategy, and related business consulting services. Specific services will be outlined in separate engagement agreements or statements of work.

Engagement Process

Our consulting engagements typically involve the following:

• Initial Consultation: We discuss your needs and determine if our services are appropriate
• Proposal: We provide a detailed proposal outlining scope, deliverables, timeline, and fees
• Engagement Agreement and NDA: A formal agreement and NDA are executed before work begins
• Service Delivery: We provide services according to the agreed-upon terms

No client relationship or obligation exists until a formal engagement agreement is executed by both parties.

Governing Agreement

In the event of any conflict between these Terms and Conditions, any engagement agreement, proposal, statement of work, or other document, the following order of precedence applies:

• First Priority: Executed Engagement Agreement or Statement of Work (signed by both parties)
• Second Priority: These Terms and Conditions
• Third Priority: Proposal or other communications

Only the executed engagement agreement and these Terms supersede any other terms or conditions presented by the client. Any terms proposed by the client that conflict with our engagement agreement are void unless explicitly accepted in writing by Sophion.

Fees and Payment

Our fees are determined based on the scope and complexity of each engagement. Payment terms will be specified in the engagement agreement. Standard terms include:

• Fees may be structured as fixed-fee, hourly, or retainer arrangements
• In most instances, a down payment is required. Invoices are typically due within 15 days of receipt
• Late payments may incur interest charges as permitted by law
• Expenses incurred on behalf of clients will be billed separately or in accordance with the agreed upon proposal

Intellectual Property

Client Materials

All materials, information, and intellectual property provided by the client remain the property of the client.

Work Product

Upon full payment, clients receive ownership of deliverables specifically created for them under the engagement. Sophion retains the right to use general methodologies, frameworks, and tools developed independently.

Pre-Existing Materials

Sophion retains all rights to pre-existing methodologies, templates, frameworks, and materials not specifically created for the client.

Confidentiality

We maintain strict confidentiality regarding all client information. Both parties agree to:

• Protect confidential information from unauthorized disclosure
• Use confidential information only for the purposes of the engagement
• Return or destroy confidential information upon request

Confidentiality obligations survive the termination of any engagement.

Limitation of Liability

To the fullest extent permitted by law:

• We are not liable for liquidated damages
• We are not liable for indirect, consequential, or punitive damages
• We are not liable for decisions made by clients based on our recommendations
• Clients are responsible for their own business decisions and outcomes

Warranties and Disclaimers

We provide our services with professional care and diligence. However:

• Services are provided "as is" without warranties of any kind
• We do not guarantee specific results or outcomes
• Business decisions and their consequences remain with the client
• External factors beyond our control may affect results

Termination

Either party may terminate an engagement according to the terms specified in the engagement agreement. Upon termination:

• Client is responsible for payment of all services rendered through the termination date
• Sophion will provide any completed work product
• Confidentiality obligations continue
• Both parties return confidential materials as required

Independent Contractor

Sophion operates as an independent contractor. Nothing in these Terms or any engagement creates an employer-employee, partnership, or joint venture relationship.

Dispute Resolution

Any disputes arising from our services will be resolved through:

• Good faith negotiation between the parties
• Mediation, if negotiation is unsuccessful
• Binding arbitration or litigation as a last resort

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles.

Website Use

When using our website, you agree to:

• Provide accurate information when submitting forms
• Not engage in unauthorized access or misuse
• Not introduce malicious code or engage in harmful activities
• Respect intellectual property rights

Modifications

We reserve the right to modify these Terms at any time. Material changes will be posted on our website with an updated effective date. Continued use of our website or services after changes constitutes acceptance of the modified Terms.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, together with any engagement agreement and our Privacy Policy, constitute the entire agreement between you and Sophion regarding the use of our website and services.

Contact Information

Questions regarding these Terms should be directed to:

Sophion Media & Consulting Group
Email: AWhaley@SophionHQ.com
Phone: 708-549-2342