Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between GSW Education Partners, LLC ("Company," "we," "us," or "our") and the client entity identified in the applicable Professional Services Agreement or Proposal ("Client," "you," or "your"). By engaging our services, accepting a proposal, or by any written or electronic indication of acceptance, Client agrees to be bound by these Terms in their entirety. If Client does not agree to these Terms, Client should not engage our services and should notify us in writing within five (5) business days of receiving this document.

2. Scope of Services

2.1 Service Description

GSW Education Partners provides educational consulting services focused on K-12 program transformation, curriculum development, organizational strategy, and professional development. All services are specifically described in a separate Professional Services Agreement ("PSA") or Proposal (collectively, "Engagement Documents") which, together with these Terms, constitute the entire agreement between the parties.

2.2 Scope Limitations

Our services are limited to the specific services outlined in the Engagement Documents. Services outside this scope, or changes to the scope of services requested by Client, require a separate written amendment to the PSA and may incur additional fees. We reserve the right to decline scope additions that fundamentally alter the engagement structure or resource requirements.

2.3 Client Cooperation and Responsibilities

Client acknowledges that the success of our engagement depends substantially on Client's active participation, timely provision of information, staff availability, and commitment to implementing recommendations. Specifically, Client agrees to:

• Provide timely access to relevant data, personnel, facilities, and documentation
• Designate a primary point of contact with authority to make decisions on Client's behalf
• Ensure availability of key staff for interviews, workshops, and planning sessions
• Implement recommendations and action plans as discussed
• Provide accurate information regarding programs, operations, and organizational structure

If Client fails to meet these obligations, we reserve the right to suspend services without penalty and may charge Client for time expended in attempting to fulfill the engagement.

3. Payment Terms and Conditions

3.1 Fees

All fees, including consulting services, deliverables, and expenses, are specified in the Engagement Documents. Fees are calculated based on scope, duration, and resource requirements at the time of proposal. Fees do not include travel expenses, software licenses, third-party vendor costs, or out-of-pocket expenses, which will be billed separately at actual cost plus 10% administrative fee.

3.2 Payment Schedule

Payment is due according to the terms specified in the Engagement Documents. Standard payment terms are:

• 50% deposit due upon agreement execution
• 25% due upon completion of assessment phase
• 25% due upon project completion

Alternative payment schedules may be negotiated for long-term engagements and will be detailed in the PSA.

3.3 Late Payments

Invoices are due within thirty (30) days of receipt unless otherwise specified. Late payments will incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend services for accounts more than sixty (60) days past due.

3.4 Disputed Charges

Client must notify us in writing of any disputed charges within fifteen (15) days of invoice date. Failure to dispute charges within this timeframe constitutes acceptance of the charges. Undisputed portions of invoices must be paid according to normal payment terms.

4. Intellectual Property Rights

4.1 GSW Proprietary Materials

GSW retains all rights, title, and interest in and to all methodologies, frameworks, tools, software, know-how, and other intellectual property that we own or develop independently of the engagement ("GSW IP"). Client receives a non-exclusive, non-transferable license to use GSW IP solely for internal business purposes during and after the engagement.

4.2 Client Materials

Client retains ownership of all materials, data, and information provided to GSW ("Client Materials"). Client grants GSW a limited license to use Client Materials solely for the purpose of providing services under this agreement.

4.3 Work Product

Unless otherwise specified in the PSA, all deliverables created specifically for Client ("Work Product") become Client's property upon full payment of fees. Work Product does not include GSW IP, which may be incorporated into Work Product but remains owned by GSW.

4.4 Feedback and Improvements

Any suggestions, feedback, or improvements Client provides regarding GSW's services or methodologies become the property of GSW and may be incorporated into future service offerings without compensation to Client.

5. Confidentiality

5.1 Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to business plans, financial information, student data, personnel information, strategic plans, and any information marked as confidential or that would reasonably be considered confidential.

5.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information solely for purposes of the engagement
• Protect Confidential Information with the same degree of care used for its own confidential information
• Limit access to Confidential Information to personnel with a need to know

5.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach by the receiving party
• Was rightfully known by the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed by law or court order, provided the disclosing party provides prompt notice

5.4 Duration

Confidentiality obligations survive termination of this agreement for five (5) years, except for trade secrets which remain confidential indefinitely.

6. Warranties and Representations

6.1 Mutual Warranties

Each party represents and warrants that:

• It has full authority to enter into this agreement
• This agreement does not conflict with any other obligations
• It will comply with all applicable laws and regulations
• It will perform its obligations in a professional and workmanlike manner

6.2 GSW Warranties

GSW warrants that:

• Services will be performed by qualified personnel
• Services will be performed in accordance with industry standards
• Deliverables will conform to specifications in the PSA
• We maintain appropriate insurance coverage

6.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GSW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GSW DOES NOT WARRANT THAT SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME.

7. Indemnification

7.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless GSW, its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of this agreement
• Client's negligence or willful misconduct
• Client's use of deliverables or implementation of recommendations
• Claims by Client's employees, students, or third parties
• Client's violation of laws or regulations

7.2 GSW Indemnification

GSW agrees to indemnify, defend, and hold harmless Client from claims that GSW's services infringe third-party intellectual property rights, provided Client promptly notifies GSW and allows GSW to control the defense.

7.3 Procedure

The indemnified party must promptly notify the indemnifying party of any claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement, provided no settlement adversely affects the indemnified party's rights without consent.

8. Limitation of Liability

8.1 Limitation on Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE PSA.

8.3 Essential Purpose

The parties acknowledge that these limitations are an essential element of the agreement and that GSW would not provide services without these limitations.

9. Term and Termination

9.1 Term

This agreement commences on the effective date specified in the PSA and continues until completion of services or termination as provided herein.

9.2 Termination for Convenience

Either party may terminate this agreement for convenience upon thirty (30) days written notice. Client remains responsible for fees for work performed and expenses incurred through the termination date, plus reasonable wind-down costs.

9.3 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches this agreement and fails to cure within fifteen (15) days of written notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for creditors
• Engages in illegal or unethical conduct

9.4 Effect of Termination

Upon termination:

• GSW will deliver completed work and return Client Materials
• Client will pay all outstanding fees and expenses
• Each party will return or destroy Confidential Information
• Provisions that by their nature survive termination shall remain in effect

10. Data Protection and Privacy

10.1 Data Processing

When processing personal data in connection with services, GSW will:

• Process data only as instructed by Client
• Implement appropriate technical and organizational security measures
• Ensure personnel are subject to confidentiality obligations
• Assist Client with data subject requests and compliance obligations
• Delete or return data upon termination

10.2 Educational Records

For services involving student data or education records:

• GSW acknowledges its obligations under FERPA as a "school official"
• GSW will use education records only for authorized purposes
• GSW will not re-disclose education records without consent
• GSW will implement appropriate security measures

10.3 Data Breach

In the event of a data breach affecting Client data, GSW will promptly notify Client, investigate the incident, mitigate harm, and cooperate with Client's compliance obligations.

11. General Provisions

11.1 Independent Contractor

GSW is an independent contractor, not an employee, agent, or partner of Client. Neither party has authority to bind the other or incur obligations on the other's behalf.

11.2 Assignment

Neither party may assign this agreement without the other party's prior written consent, except GSW may assign to an affiliate or in connection with a merger or sale of substantially all assets.

11.3 Force Majeure

Neither party is liable for delays or failures due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, labor disputes, or government actions.

11.4 Notices

All notices must be in writing and delivered by email (with confirmation), certified mail, or overnight courier to the addresses specified in the PSA. Notices are effective upon receipt.

11.5 Governing Law

This agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles. Any disputes shall be resolved in the state or federal courts located in Wyoming.

11.6 Dispute Resolution

The parties agree to attempt good faith negotiation before pursuing litigation. If negotiation fails, disputes shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.

11.7 Attorneys' Fees

In any action to enforce this agreement, the prevailing party is entitled to recover reasonable attorneys' fees and costs.

11.8 Entire Agreement

This agreement, together with the PSA and any exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding the subject matter.

11.9 Amendment

This agreement may only be amended by written agreement signed by authorized representatives of both parties.

11.10 Waiver

No waiver of any provision is effective unless in writing. Waiver of one breach does not constitute waiver of subsequent breaches.

11.11 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' intent.

11.12 Survival

Sections relating to payment, confidentiality, intellectual property, indemnification, limitation of liability, and general provisions survive termination of this agreement.

11.13 Counterparts

This agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one agreement. Electronic signatures are valid and binding.

12. Additional Terms for Specific Services

12.1 Training and Workshops

For training services:

• Client is responsible for venue, equipment, and participant coordination
• Cancellation within 14 days of scheduled training incurs 50% fee
• GSW retains rights to training materials and methodologies
• Client may not record sessions without written permission

12.2 Assessment Services

For assessment and evaluation services:

• Client ensures access to necessary data and personnel
• Assessment findings are based on information available at time of review
• Recommendations are advisory and implementation is Client's responsibility
• GSW is not responsible for pre-existing conditions or compliance issues

12.3 Ongoing Support

For retainer or ongoing support arrangements:

• Monthly retainer fees are paid in advance
• Unused hours do not carry forward unless specified in PSA
• Services exceeding retainer hours are billed at standard rates
• Either party may terminate with 30 days notice