Terms of Service
These Terms of Service govern your access and use of the Northbranchwalk website and any services we provide directly. By using the site or engaging our services you agree to these terms. If you are entering into an engagement on behalf of an organization, you represent that you have legal authority to bind that organization. These terms describe the scope of our commitments, limitations of liability, intellectual property rules, payment expectations, and dispute resolution framework. For commercial engagements we supply a separate engagement letter or statement of work that describes deliverables, fees, and specific terms. When there is a conflict between these terms and a signed engagement agreement, the signed agreement controls. If you do not agree, please do not use the site or request services. For questions or clarifications about these terms contact us at [email protected] or use the contact page to request more information.
Services, proposals, and acceptance
Services are provided according to the scope and fees defined in a proposal or statement of work. Proposals outline deliverables, timing, and payment schedules. Acceptance occurs when both parties sign the engagement documents or when a client confirms acceptance in writing. Estimates of impact, timelines, and projections are forward-looking statements based on available information and assumptions. We make reasonable efforts to meet schedules and deliver expected outcomes, but all estimates are subject to business conditions beyond our control. You are responsible for providing accurate and timely access to information and personnel required for project delivery. Delays caused by client-side constraints may affect timelines and fees. If third-party tools or services are required to execute a solution, those services will be identified and the client must agree to any separate third-party terms. We may refuse or terminate projects where compliance or legal risk is identified.
Fees, payment terms, and refunds
Fees are set out in the engagement letter or proposal. For one-time sprints, payment is typically due according to the milestone schedule stated in the proposal. For ongoing advisory retainers, fees are invoiced monthly in advance unless otherwise stated. Clients are responsible for any applicable taxes. Payment methods accepted will be specified; if a third-party payment processor is used, their terms also apply. Overdue invoices may be subject to interest at a commercially reasonable rate and may suspend work until accounts are current. Refunds are handled case-by-case and will be determined in light of delivered work and incurred costs. If you have a billing question, contact billing at [email protected] promptly so we can resolve misunderstandings quickly.
Intellectual property and usage rights
Unless otherwise agreed in writing, Northbranchwalk retains ownership of its pre-existing methodologies, tools, templates, and intellectual property used to perform services. Deliverables created specifically for a client as defined in the engagement agreement are licensed to the client for internal business use upon full payment, unless the engagement states a different transfer of ownership. We may use anonymized, aggregated results from engagements for research and publishing purposes provided individual client confidential information is not disclosed. Clients grant Northbranchwalk a limited license to use client logos and non-confidential case study details for marketing only with prior approval. Any feedback you share about our services may be used by us to improve offerings. If you require exclusive ownership of particular deliverables, address that in the engagement agreement so we can agree on terms and any associated fees for assignment.
Disclaimers and limitation of liability
To the fullest extent permitted by law, our services are provided "as is" and we do not guarantee specific financial outcomes. We provide recommendations based on data and experience, but actual results depend on many factors outside our control. Northbranchwalk and its affiliates are not liable for indirect, incidental, special, punitive, or consequential damages arising out of or related to services or use of the site. Our aggregate liability for any claim arising under these terms is limited to the amount paid by the client for the specific engagement giving rise to the claim in the twelve months prior to the claim. This limitation reflects the allocation of risk and is a material part of the basis of the bargain between the parties. Nothing in these terms limits liability to the extent prohibited by applicable law such as willful misconduct or gross negligence where law so requires.
Confidentiality and data handling
We treat client data and proprietary information as confidential. Our standard practice is to sign mutual nondisclosure agreements when requested before sharing sensitive materials. We store and process client information securely and limit access to authorized team members. For details about our data practices see the Privacy Policy available at /privacy/. Clients are responsible for ensuring they have the right to share data with us and for redacting or anonymizing data where necessary. If either party becomes aware of a data breach affecting engagement materials, they will notify the other promptly and cooperate in mitigation and remediation efforts.
Termination and suspension
Either party may terminate an engagement per the terms in the signed agreement. Termination does not relieve the client of payment obligations for work performed up to the termination date. We may suspend services if invoices are overdue or where continuation would violate law or present undue risk. On termination, each party returns confidential materials of the other unless retention is required for legal or business recordkeeping obligations.
Governing law and dispute resolution
These terms are governed by the laws of the state of California, United States, without regard to conflict of law principles. Parties will first attempt to resolve disputes through good faith negotiation. If unresolved, disputes will be resolved in the state or federal courts located in San Francisco County, California, unless otherwise agreed. Equitable relief is available to prevent unauthorized use or disclosure of confidential information where appropriate and not inconsistent with other provisions of these terms.
Contact and updates to these terms
If you have questions about these Terms or need a copy of a signed engagement agreement, contact Northbranchwalk at [email protected] or by mail at 421 Maplewood Ave, Suite 210, San Francisco, CA 94117, United States. We may update these Terms from time to time; material changes will be communicated via the website or direct notice for current clients. Continued use of the site or services after a revised Terms posting signifies acceptance of the updated terms.