Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you") and Flint & Chisel ("Consultancy," "we," "us," or "our"), concerning your access to and use of our consultancy services, including our website flintchisel.com as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Services").

Our Services are focused on helping businesses optimize their payment processing costs and processes. This includes, but is not limited to, analysis of current payment processing statements, identification of cost-saving opportunities, recommendations for payment processors or technologies, and advice on improving payment-related operational efficiencies.

You agree that by accessing or using our Services, you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Description of Services

Flint & Chisel provides specialized consultancy services aimed at optimizing payment processing for businesses. Our services may include:

• Analyzing existing payment processing statements, contracts, and infrastructure.
• Identifying areas for cost reduction and efficiency improvements.
• Providing recommendations on payment gateway selection, merchant account providers, and fraud prevention tools.
• Advising on best practices for payment acceptance, dispute management, and compliance.
• Facilitating negotiations with payment service providers (where applicable and agreed).
• Providing reports and strategic guidance based on our findings and industry knowledge.

The specific scope of Services for each Client will be detailed in a separate Service Agreement, Statement of Work, or Proposal ("Service Agreement") which will supplement these Terms.

3. Client Responsibilities

To enable us to provide our Services effectively, you agree to:

• Provide accurate, complete, and timely information and documentation as requested by us, including but not limited to current payment processing statements, contracts, and relevant business data.
• Cooperate fully with us in all matters relating to the Services.
• Designate a primary contact person who is authorized to make decisions and provide approvals on your behalf.
• Make your own independent business decisions regarding the implementation of any recommendations or advice provided by us. You acknowledge that our role is advisory.
• Be responsible for all decisions, actions, and inactions regarding your payment processing arrangements, including the selection of and contracting with any third-party payment service providers.
• Comply with all applicable laws and regulations related to your business and payment processing activities.

4. Fees and Payment

Fees for our Services will be set forth in the applicable Service Agreement. Unless otherwise specified, all fees are quoted in [Your Currency, e.g., USD, EUR] and are exclusive of any applicable taxes (such as VAT, GST, or sales tax), which you will be responsible for paying.

Payment terms will also be specified in the Service Agreement. Late payments may incur interest at a rate specified in the Service Agreement or the maximum rate permitted by law. We reserve the right to suspend Services for overdue accounts.

5. Intellectual Property Rights

Unless otherwise indicated, the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights.

We grant you a limited, non-exclusive, non-transferable license to access and use any reports, analyses, or deliverables specifically prepared for you as part of the Services ("Deliverables") for your internal business purposes only, subject to your compliance with these Terms and the applicable Service Agreement.

You retain all ownership rights to your pre-existing data, information, and materials that you provide to us ("Client Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, copy, modify, and display Client Data solely for the purpose of providing the Services to you.

6. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). This includes, but is not limited to, Client Data, our methodologies, and the content of Deliverables.

Each party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and any Service Agreement, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law or to its employees, contractors, or advisors who have a need to know and are bound by similar confidentiality obligations.

7. Disclaimers

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO OUR WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

SPECIFICALLY, WHILE OUR SERVICES ARE DESIGNED TO HELP YOU IDENTIFY POTENTIAL COST SAVINGS AND PROCESS OPTIMIZATIONS, WE DO NOT GUARANTEE ANY SPECIFIC LEVEL OF COST SAVINGS, EFFICIENCY IMPROVEMENT, OR ANY PARTICULAR OUTCOME. THE IMPLEMENTATION OF ANY RECOMMENDATIONS IS YOUR SOLE RESPONSIBILITY AND SUBJECT TO VARIOUS FACTORS BEYOND OUR CONTROL, INCLUDING MARKET CONDITIONS AND THE TERMS OFFERED BY THIRD-PARTY PROVIDERS.

WE ARE NOT A PAYMENT PROCESSOR, MERCHANT ACCOUNT PROVIDER, OR FINANCIAL INSTITUTION. OUR ROLE IS STRICTLY ADVISORY. WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE, ACTS, OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDERS YOU CHOOSE TO ENGAGE WITH, EVEN IF RECOMMENDED OR INTRODUCED BY US.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR OUR PROVISION OF CONSULTANCY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE [e.g., SIX (6) MONTH] PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR [A NOMINAL AMOUNT, E.G., $100 USD] IF NO FEES HAVE BEEN PAID. CERTAIN JURISDICTIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

9. Term and Termination

These Terms shall remain in full force and effect while you use the Services. The term of specific consultancy engagements will be set forth in the applicable Service Agreement.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Termination provisions, including but not limited to, confidentiality, intellectual property, disclaimers, limitation of liability, and governing law, shall survive any termination.

10. Governing Law and Dispute Resolution

These Terms and your use of the Services are governed by and construed in accordance with the laws of Texas, USA, applicable to agreements made and to be entirely performed within Texas, USA, without regard to its conflict of law principles.

Any legal action of whatever nature brought by either you or us (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted in the state and federal courts located in Travis County, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

11. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services or these Terms at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will alert you about any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

12. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services.