Terms of Service
These Terms of Service ("Terms") govern your access to and use of the website located at mistropam.com and any related services provided by Mistropam Scaling Solutions ("Mistropam", "we", "us"). By accessing or using our site or by engaging our advisory, diagnostic, or execution services, you agree to be bound by these Terms. If you act on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. The purpose of these Terms is to set clear expectations about the scope of services, client responsibilities, payment, confidentiality, intellectual property, warranties, limitations of liability, and dispute resolution. They are intended to create a practical, predictable relationship aligned with outcomes-focused engagements: diagnostics, sprints, and strategic multi-phase programs that deliver measurable improvements in revenue, operations, and market readiness.
1. Services and Scope
Mistropam provides advisory, diagnostic, implementation, and enablement services for B2B organizations seeking to scale revenue, improve operational efficiency, and execute market expansion. Each engagement is governed by a separate statement of work ("SOW") or proposal that defines the scope, deliverables, timeline, roles, responsibilities, and acceptance criteria. The SOW forms part of the contract between Mistropam and the client. Mistropam’s responsibilities are limited to the services expressly described in the applicable SOW. Mistropam may propose additional recommendations during an engagement; execution of additional work requires mutual written agreement. The client is responsible for providing access to relevant personnel, systems, and data as reasonably requested by Mistropam to perform the services. When services require client data or integrations, the SOW will identify necessary access and any responsibilities for data preparation, anonymization, or export. Mistropam will perform services using reasonable care and professional skill consistent with industry practice for similar advisory and implementation engagements. Timing estimates are indicative; Mistropam will make reasonable efforts to meet agreed milestones but is not liable for delays caused by client dependencies, third-party providers, or unforeseeable events beyond Mistropam’s control.
2. Client Obligations and Cooperation
To enable effective delivery, clients must designate an executive sponsor and primary point of contact, provide timely access to systems and stakeholders, and deliver materials and decisions necessary to progress workstreams. Clients are responsible for the accuracy and completeness of data they supply. Where Mistropam relies on client-provided information, Mistropam may assume such information is accurate. The client must obtain any required consents for sharing third-party personal data or confidential information with Mistropam. If client systems require temporary access credentials, clients should follow security practices and may revoke access at any time; Mistropam will not retain unnecessary credentials. Delays or failures resulting from lack of client cooperation may shift timelines and costs; Mistropam will notify the client in writing and propose adjustments to the SOW if needed. The client retains operational control and responsibility for decisions that impact legal, regulatory, or financial outcomes; Mistropam provides recommendations and implementation support but is not a substitute for the client’s governance processes or regulatory compliance obligations.
3. Fees, Expenses, and Payment Terms
Fees for Mistropam services are set forth in the applicable SOW or proposal and may be fixed-fee, time-and-materials, or outcome-aligned depending on the agreed model. Invoices are payable in accordance with the payment terms in the SOW. Unless otherwise stated, fees are exclusive of applicable taxes and reasonable, pre-approved out-of-pocket expenses (travel, third-party software, data acquisition), which will be billed or reimbursed in line with the SOW. For time-and-materials work, Mistropam will invoice at agreed rates for staff time and approved expenses. Late payments may result in suspension of services if not remedied after written notice; Mistropam reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law. Pricing for extensions or additional work will be agreed in writing prior to commencement. For outcome-based engagements, success fees or bonuses will be calculated based on predefined and measurable KPIs; an audit mechanism and data sources will be specified in the SOW to ensure transparency and agreed measurement periods. If the client disputes an invoice, the undisputed portion must still be paid while the parties resolve the dispute in good faith.
4. Confidentiality & Data Protection
Both parties will maintain in confidence all Confidential Information disclosed in connection with the services. "Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential. Each party shall use Confidential Information only for performing its obligations under the SOW and shall protect it with reasonable safeguards. Confidential information does not include information that is public, independently developed, or rightfully received from a third party without restriction. Where processing personal data is necessary to deliver services, Mistropam will act as a processor or subprocessor in accordance with the parties' data processing schedules and applicable data protection laws. Mistropam implements administrative, physical, and technical measures appropriate to the sensitivity of the data, and will sign standard contractual clauses where required for international transfers. Mistropam will not disclose client Confidential Information to third parties except as necessary for service delivery or where required by law, and will notify the client if compelled to disclose confidential information unless prohibited by law. Upon termination of the agreement, Mistropam will return or destroy client Confidential Information in accordance with the SOW and applicable law, subject to retention of archival copies as required for legal compliance and internal recordkeeping.
5. Intellectual Property
Unless otherwise agreed in the applicable SOW, Mistropam retains ownership of methodologies, frameworks, templates, tools, software, and know-how used or developed prior to or outside the engagement ("Background IP"). Mistropam grants the client a non-exclusive, non-transferable, limited right to use any deliverables, reports, and materials provided as part of the engagement for the client’s internal business purposes, subject to full payment of fees. Client-owned materials remain the client’s property. If the parties create jointly-owned IP, ownership and use rights will be negotiated and documented in the SOW. The client agrees not to decompile, reverse-engineer, or otherwise attempt to derive source code from Mistropam-owned software components, except to the extent permitted by applicable law. Mistropam warrants that to its knowledge the deliverables do not infringe third-party intellectual property rights; the client will promptly notify Mistropam of any claim and provide cooperation in defense. Any third-party software or services required for the engagement will be identified in the SOW and are subject to separate licensing terms; the client is responsible for obtaining and maintaining those licenses where required.
6. Warranties, Disclaimers, and Limitation of Liability
Mistropam warrants that it will perform services with reasonable care and skill in line with professional standards. Except for that warranty and as expressly set out in the SOW, services are provided "as is" and, to the fullest extent permitted by law, Mistropam disclaims all other warranties, whether express or implied, including fitness for a particular purpose and merchantability. Clients acknowledge that results may vary and that Mistropam’s recommendations are subject to implementation quality, market factors, and client decisions. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages. Mistropam’s aggregate liability in connection with any claim arising from the services or these Terms will not exceed the fees paid to Mistropam under the applicable SOW in the twelve months preceding the claim, except where liability cannot legally be limited. Nothing in these Terms excludes liability for gross negligence, willful misconduct, death, personal injury, or other liabilities that cannot be limited under applicable law. The parties agree that the fee structure reflects the allocation of risk contemplated by these limitations.
7. Termination and Suspension
Either party may terminate the services in accordance with the termination provisions set forth in the applicable SOW. Either party may terminate for material breach if the breach remains uncured after thirty (30) days' written notice, or immediately for insolvency or events that materially impair performance. Upon termination, the client will pay for work performed through the effective date of termination and any non-cancellable third-party costs, and Mistropam will deliver work-in-progress as agreed. Mistropam reserves the right to suspend services if the client fails to pay undisputed fees or does not provide required cooperation; suspension will not relieve the client of payment obligations. Certain provisions (confidentiality, indemnity, limitation of liability, ownership, and payment obligations) will survive termination or expiration of the SOW or these Terms as required to give them effect.
8. Governing Law and Dispute Resolution
These Terms and any SOW will be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. The parties will first seek to resolve disputes in good faith through negotiation between senior representatives. If not resolved within sixty (60) days, the parties may pursue mediation. If mediation does not resolve the dispute, either party may seek relief in the state or federal courts located in San Francisco County, California. Each party irrevocably consents to the exclusive jurisdiction of those courts. Nothing in this section prevents either party from seeking interim equitable relief in any jurisdiction to protect confidential information or intellectual property rights.
9. Changes to Terms and Notices
Mistropam may update these Terms from time to time. When changes are material, we will provide advance notice via the website or direct communication to existing clients. Continued use of the site or acceptance of a new SOW after posting of updated Terms constitutes acceptance of those changes. Notices under these Terms must be in writing and delivered to the addresses set out in the SOW or to [email protected] where no SOW exists. Clients should provide notices to the same channels described in their SOW or by contacting the address below.
10. Miscellaneous
If any provision of these Terms is found unenforceable, the remainder will continue in effect. The SOW together with these Terms and the Privacy Policy constitute the entire agreement between the parties related to the subject matter and supersede prior proposals or agreements. Neither party's delay in enforcing a right will waive that right. Assignment of rights or obligations under an SOW requires the other party’s prior written consent, except that Mistropam may assign to an affiliate or in connection with a merger or sale. The parties are independent contractors; nothing creates an agency, partnership, or employment relationship.
Contact for Legal & Contract Questions
For questions about these Terms, contractual matters, data processing, or to request standard contractual clauses or an executed SOW template, please contact:
Mistropam Scaling Solutions
Legal & Contracts Team
1453 Market St, Suite 320, San Francisco, CA 94103, USA
Phone: +1 (415) 555-0132
Email: [email protected]