Terms of Service

1. Acceptance of Terms

By accessing, browsing, or utilizing the website and services provided by NovaStack Consulting ("Company," "we," "us," or "our"), located at 3043 East Cairo Street, Springfield, MO 65802, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and NovaStack Consulting.

If you do not agree with any provision of these Terms, you must immediately discontinue use of our website and services. Your continued use of the website following the posting of any changes to these Terms constitutes your acceptance of those changes. We reserve the right to update, modify, or replace any part of these Terms at our sole discretion, and it is your responsibility to review these Terms periodically for changes.

These Terms apply to all visitors, users, clients, and others who access or use our website and advisory services. By engaging our consulting services, you also agree to any additional terms, conditions, and policies referenced herein or provided separately in connection with specific service engagements.

2. Description of Services

NovaStack Consulting provides IT consulting and advisory services focused exclusively on technology strategy and planning. Our services are advisory in nature and include, but are not limited to, the following:

• Development of comprehensive IT strategies aligned with organizational business objectives and long-term competitive positioning
• Digital transformation planning, including maturity assessments, transformation framework design, and change management guidance
• Preparation of detailed technology roadmaps encompassing phased implementation timelines, dependency mapping, and quarterly milestone reviews
• IT cost optimization advisory, including spend analysis, vendor consolidation recommendations, license optimization reviews, and cloud cost advisory
• Executive-level consulting, stakeholder alignment workshops, and board-ready strategic presentations

2.1 Scope Limitations

It is important to understand the specific scope and limitations of our services. NovaStack Consulting provides high-level strategic guidance only. We do not develop software applications, build or manage IT infrastructure, provide managed IT services, handle or manage client funds or financial accounts, offer regulated financial advisory services, provide legal advice, or deliver any services that require professional licensure or regulatory oversight.

Our recommendations and deliverables are intended to serve as strategic guidance documents. The implementation of any strategies, roadmaps, or recommendations is the sole responsibility of the Client or their chosen implementation partners. NovaStack Consulting bears no responsibility for the outcome of any implementation activities undertaken based on our advisory deliverables.

2.2 Advisory Nature

All services provided by NovaStack Consulting are advisory in nature. Our deliverables consist of assessments, analyses, recommendations, strategies, and planning documents. We do not guarantee specific business outcomes, financial results, or operational improvements as a result of implementing our recommendations. The success of any technology strategy depends on numerous factors beyond our control, including organizational commitment, resource allocation, market conditions, and execution quality.

3. Client Responsibilities

To enable NovaStack Consulting to perform its advisory services effectively, the Client agrees to fulfill the following responsibilities throughout the duration of any engagement:

• Provide timely and accurate information, data, and documentation as reasonably requested by our consulting team for the purpose of conducting assessments and analyses
• Designate an authorized representative or point of contact who has the authority to make decisions and provide approvals on behalf of the Client organization
• Make key stakeholders and subject matter experts available for interviews, workshops, and review sessions as outlined in the agreed-upon engagement timeline
• Review and provide feedback on draft deliverables within the timeframes specified in the engagement agreement
• Ensure that all information shared with NovaStack Consulting is lawfully obtained and that the Client has the right to share such information
• Maintain the confidentiality of proprietary methodologies, frameworks, and tools shared by NovaStack Consulting during the engagement

Failure to fulfill these responsibilities may result in delays to the engagement timeline, adjustments to the scope of work, or additional fees to accommodate the extended timeline. NovaStack Consulting shall not be held liable for any delays or diminished quality of deliverables that result from the Client's failure to meet its responsibilities.

4. Fees and Payment

Fees for NovaStack Consulting's services are determined on a project-by-project basis and will be outlined in a formal engagement proposal or statement of work provided to the Client prior to the commencement of services. All fees are quoted in United States Dollars (USD) unless otherwise specified.

Payment terms, including deposit requirements, milestone-based payments, and final payment schedules, will be clearly defined in the engagement agreement. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of the invoice date. Late payments may be subject to a late fee of 1.5% per month on the outstanding balance.

NovaStack Consulting does not manage, hold, or have access to client funds, investment accounts, or financial assets of any kind. All payments for our services are made directly to NovaStack Consulting for the advisory services rendered. We do not provide financial management, investment advisory, or fund management services.

If the scope of an engagement changes materially after the commencement of services, NovaStack Consulting will provide a revised proposal reflecting the updated scope and associated fees. No additional work beyond the original scope will be performed without written approval from the Client.

5. Intellectual Property

All methodologies, frameworks, proprietary tools, templates, and analytical processes used by NovaStack Consulting in the performance of its services remain the exclusive intellectual property of NovaStack Consulting. The Client is granted a non-exclusive, non-transferable license to use the deliverables produced during the engagement for the Client's internal business purposes only.

The Client may not reproduce, distribute, sublicense, sell, or otherwise make available any NovaStack Consulting deliverables to third parties without prior written consent from NovaStack Consulting. Custom deliverables produced specifically for the Client, such as tailored IT strategy documents and technology roadmaps, shall be owned by the Client upon full payment of all fees associated with the engagement.

NovaStack Consulting retains the right to reference the general nature of the engagement (without disclosing confidential information) for marketing purposes, portfolio presentation, and case study development, unless the Client provides written notice objecting to such reference.

6. Confidentiality

NovaStack Consulting acknowledges that in the course of performing advisory services, it may receive confidential and proprietary information from the Client. We commit to treating all such information with the utmost care and will not disclose it to any third party without the prior written consent of the Client, except as required by law, regulation, or valid legal process.

Confidential information includes, but is not limited to, business plans, financial data, technical specifications, organizational structures, strategic plans, trade secrets, customer lists, and any other information designated as confidential by the Client. This confidentiality obligation shall survive the termination of any engagement for a period of three (3) years.

The confidentiality obligation does not extend to information that is or becomes publicly available through no fault of NovaStack Consulting, was known to NovaStack Consulting prior to receipt from the Client, is independently developed by NovaStack Consulting without use of the Client's confidential information, or is received from a third party who is not under any obligation of confidentiality to the Client.

7. Limitation of Liability

To the maximum extent permitted by applicable law, NovaStack Consulting, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, goodwill, or other intangible losses, arising out of or in connection with the use of our services, regardless of the theory of liability.

In no event shall NovaStack Consulting's total aggregate liability arising out of or related to any engagement exceed the total fees paid by the Client to NovaStack Consulting for the specific engagement giving rise to the claim. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory.

NovaStack Consulting does not warrant that our advisory recommendations will achieve any specific business results, financial outcomes, or operational improvements. All advisory services are provided on an "as-is" and "as-available" basis, and we make no representations or warranties of any kind, express or implied, regarding the accuracy, reliability, completeness, or suitability of our recommendations for any particular purpose.

8. Termination

Either party may terminate an engagement by providing written notice to the other party in accordance with the termination provisions specified in the engagement agreement. In the absence of specific termination provisions, either party may terminate the engagement by providing thirty (30) days' written notice.

Upon termination, the Client shall pay NovaStack Consulting for all services performed and expenses incurred up to the effective date of termination. NovaStack Consulting will deliver all completed and in-progress deliverables to the Client upon receipt of final payment. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law shall survive termination.

9. Governing Law and Dispute Resolution

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or any engagement shall first be attempted to be resolved through good-faith negotiation between the parties.

If the parties are unable to resolve a dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration administered in Springfield, Missouri, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on both parties. Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally in the fees and expenses of the arbitrator.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless NovaStack Consulting, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Client's use of our services, the Client's breach of these Terms, the Client's violation of any applicable law or regulation, or any actions taken by the Client or third parties based on our advisory deliverables.

11. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, government actions, war, terrorism, civil unrest, labor disputes, power failures, internet or telecommunications failures, or any other force majeure event. In the event of a force majeure, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of the event on the engagement.

12. Entire Agreement and Severability

These Terms of Service, together with any engagement agreements, statements of work, and proposals executed between the parties, constitute the entire agreement between the Client and NovaStack Consulting and supersede all prior negotiations, representations, warranties, commitments, offers, contracts, and communications, whether written or oral, relating to the subject matter hereof.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.