Terms of Service

Introduction and Acceptance of Terms

Welcome to Nexus Monterrosa LLC ("Company," "we," "our," or "us"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Nexus Monterrosa LLC, governing your access to and use of our consulting services, website, and any related services we provide.

By engaging our services, accessing our website, submitting inquiry forms, or entering into any service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not use our services or access our website.

These Terms apply to all visitors, clients, and others who access or use our services. We reserve the right to modify these Terms at any time, and such modifications shall be effective immediately upon posting on our website. Your continued use of our services following any modifications constitutes your acceptance of the revised Terms.

Description of Services

Nexus Monterrosa LLC is a boutique consultancy specializing in operational efficiency, structural optimization, and organizational infrastructure design. Our services are designed to help businesses diagnose operational bottlenecks, design scalable processes, and implement sustainable systems for growth.

Our core service offerings include, but are not limited to:

• Operational Efficiency Auditing: Comprehensive analysis of internal workflows, resource utilization, and operational circuits to identify inefficiencies, redundancies, and areas for improvement. Deliverables typically include process maps, bottleneck inventories, and prioritized optimization recommendations.
• Strategic Infrastructure Planning: Design of scalable organizational frameworks including structure, roles, management hierarchies, and capacity planning to support business growth objectives.
• Process Architecture Design: Creation of end-to-end process blueprints aligned with business objectives and key performance indicators, including standard operating procedures, RACI matrices, and control metrics.
• Supply Chain Optimization: Assessment and optimization of vendor management, logistics operations, and procurement processes to reduce costs and improve delivery performance.
• Risk & Governance Advisory: Development of governance frameworks, risk management protocols, and control mechanisms to ensure operational stability and compliance.

The specific scope, deliverables, timeline, and fees for each engagement shall be defined in a separate Statement of Work ("SOW") or Service Agreement that references these Terms. In the event of any conflict between these Terms and a signed SOW, the provisions of the SOW shall prevail with respect to that specific engagement.

Client Responsibilities and Obligations

The success of our consulting engagements depends significantly on active client participation and cooperation. By engaging our services, you agree to the following responsibilities:

• Accurate Information: You shall provide accurate, complete, and timely information, data, and documentation necessary for us to perform our services. You represent and warrant that all information provided is true and accurate to the best of your knowledge.
• Access and Availability: You shall ensure reasonable access to relevant personnel, systems, facilities, and documentation as required for the engagement. You shall designate a primary point of contact who has authority to make decisions on your behalf.
• Timely Responses: You shall respond to requests for information, approvals, or feedback within reasonable timeframes as specified in the SOW or as mutually agreed. Delays in client responses may impact project timelines and deliverables.
• Decision Authority: You shall ensure that personnel involved in the engagement have appropriate authority to provide information and make decisions necessary for the project's progress.
• Implementation Responsibility: Unless explicitly included in the SOW, you are responsible for implementing recommendations and deliverables provided by Nexus Monterrosa LLC. We provide advisory and design services; execution remains your responsibility unless otherwise agreed.
• Compliance: You shall ensure that your use of our services and implementation of our recommendations complies with all applicable laws, regulations, and industry standards.

Failure to fulfill these responsibilities may result in project delays, additional charges, or modification of deliverables. We reserve the right to adjust timelines or scope based on client-side delays or non-compliance with these obligations.

Fees, Payment Terms, and Expenses

Service Fees: Fees for our services shall be as specified in the applicable SOW or Service Agreement. We offer various engagement structures including fixed-fee projects, retainer arrangements, and time-and-materials billing, depending on the nature and scope of the engagement.

Payment Schedule: Unless otherwise specified in the SOW, our standard payment terms are as follows:

• For fixed-fee engagements: 50% deposit upon contract execution, 25% upon delivery of preliminary findings, and 25% upon final deliverable acceptance.
• For retainer engagements: Monthly retainer fee payable in advance on the first business day of each month.
• For time-and-materials engagements: Invoices issued bi-weekly or monthly, payment due within fifteen (15) days of invoice date.

Late Payments: Invoices not paid within the specified terms shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. We reserve the right to suspend services if payment is more than thirty (30) days overdue.

Expenses: Unless included in a fixed-fee arrangement, reasonable out-of-pocket expenses incurred in connection with the engagement (including but not limited to travel, accommodation, and specialized software or tools) shall be reimbursed by the Client. All expenses exceeding $500 shall require prior written approval.

Taxes: All fees are exclusive of applicable taxes. You are responsible for any sales tax, use tax, value-added tax, or other taxes applicable to our services, except for taxes based on our net income.

Intellectual Property Rights

Pre-Existing IP: Each party retains all right, title, and interest in its pre-existing intellectual property. Nexus Monterrosa LLC retains ownership of all methodologies, frameworks, tools, templates, know-how, and processes developed prior to or independent of this engagement ("Consultant IP").

Work Product: Subject to full payment of all fees, deliverables specifically created for the Client under an SOW ("Work Product") shall be owned by the Client upon delivery. However, this transfer does not include any Consultant IP incorporated into the Work Product, which shall be licensed to the Client on a non-exclusive, perpetual, royalty-free basis for internal business use only.

License to Consultant: The Client grants Nexus Monterrosa LLC a non-exclusive, royalty-free license to use anonymized insights, learnings, and general concepts derived from the engagement for the purpose of improving our services and developing our methodologies, provided that no confidential information or identifying details are disclosed.

No Competitive Use: Work Product delivered to the Client may not be resold, sublicensed, or used to provide consulting services to third parties without our prior written consent.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by either party to the other in connection with this engagement, including but not limited to business strategies, financial information, operational data, customer lists, technical information, and any information marked as confidential or that reasonably should be understood to be confidential.

Obligations: Each party agrees to: (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party without prior written consent; and (iii) use Confidential Information only for purposes related to this engagement.

Exceptions: These obligations do not apply to information that: (i) is or becomes publicly available without breach of this agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction on disclosure.

Required Disclosure: If either party is required by law, regulation, or court order to disclose Confidential Information, they shall provide prompt notice (where legally permitted) to allow the other party to seek protective measures.

Duration: These confidentiality obligations shall survive termination of the engagement for a period of three (3) years, except for trade secrets, which shall be protected indefinitely.

Warranties and Disclaimers

Performance Warranty: Nexus Monterrosa LLC warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for similar consulting services. Our personnel assigned to your engagement will possess the skills and qualifications appropriate for their roles.

Remedy: If services do not conform to this warranty, your exclusive remedy is for us to re-perform the non-conforming services at no additional charge, provided you notify us in writing within thirty (30) days of delivery and provide reasonable documentation of the deficiency.

No Guarantee of Results: While we strive to deliver high-quality recommendations and deliverables, we do not guarantee any specific business outcomes, financial results, or operational improvements. The success of any implementation depends on numerous factors outside our control, including but not limited to client execution, market conditions, and organizational factors.

Advisory Nature: Our services are advisory in nature. All decisions regarding implementation, resource allocation, and business changes remain solely with the Client. We are not responsible for decisions made or actions taken by the Client based on our recommendations.

Limitation of Liability

Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUS MONTERROSA LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability: OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Essential Basis: You acknowledge that the limitations of liability in this section are an essential element of the bargain between the parties and that we would not enter into this agreement without these limitations. These limitations shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

Exceptions: Nothing in these Terms shall limit liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited by applicable law; or (iv) breach of confidentiality obligations.

Indemnification

Client Indemnification: You agree to indemnify, defend, and hold harmless Nexus Monterrosa LLC, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of any representation, warranty, or obligation under these Terms
• Your implementation of any recommendations or deliverables provided by us
• Any claims by third parties arising from your business operations or decisions
• Your violation of any applicable laws, regulations, or third-party rights
• Any inaccurate, incomplete, or misleading information provided to us

Procedure: We will provide prompt notice of any claim subject to indemnification, cooperate reasonably in the defense, and allow you to control the defense and settlement of such claim, provided that any settlement that admits liability or imposes obligations on us requires our prior written consent.

Term and Termination

Term: These Terms become effective upon your first use of our services or website and continue until all engagements are completed or terminated in accordance with this section.

Termination for Convenience: Either party may terminate a specific engagement by providing thirty (30) days' written notice to the other party. Upon such termination, Client shall pay for all services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party: (i) materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days after receiving written notice; (ii) becomes insolvent, files for bankruptcy, or ceases business operations; or (iii) engages in conduct that materially damages the other party's reputation.

Effect of Termination: Upon termination: (i) all outstanding payments become immediately due; (ii) each party shall return or destroy Confidential Information of the other party; (iii) licenses granted hereunder with respect to delivered Work Product shall survive; and (iv) provisions that by their nature should survive shall continue in effect.

Work in Progress: Upon termination, we shall deliver to you all completed Work Product and work in progress for which you have paid, subject to any applicable liens for unpaid fees.

Dispute Resolution

Negotiation: In the event of any dispute arising out of or relating to these Terms or any engagement, the parties agree to first attempt to resolve the dispute through good-faith negotiations between senior representatives of each party within thirty (30) days of written notice of the dispute.

Mediation: If negotiation fails, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator before initiating any legal proceedings. The costs of mediation shall be shared equally between the parties.

Governing Law: These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

Jurisdiction: Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Sacramento County, California, and the parties hereby consent to the personal jurisdiction and venue of such courts.

Attorneys' Fees: In any action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

General Provisions

Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

Amendment: We may modify these Terms at any time by posting revised Terms on our website. Material changes will be communicated to active clients via email. Continued use of our services following any modification constitutes acceptance of the revised Terms.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver of that right.

Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between the parties.

Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemic, government actions, or failures of third-party services.

Notices: All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email (with confirmation of receipt), delivered personally, or three (3) business days after being sent by certified mail to the addresses specified in the applicable SOW.