Legal Documentation

Terms and Conditions

Last Updated: January 13, 2025
Effective Date: January 13, 2025

Introduction

Welcome to Fractional Force. These Terms and Conditions ("Terms") govern your use of our elite fractional COO services and establish the legal framework for our high-value consulting engagements. By engaging our services, you agree to be bound by these Terms.

As a premium B2B consultancy serving enterprise clients, we maintain the highest standards of professional service delivery. These Terms reflect our commitment to transparent, results-driven partnerships that drive operational excellence.

Important Note

By proceeding with our consultation process or executing a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

Service Agreements

Engagement Scope

Fractional COO Services

  • • Strategic operations leadership
  • • Process optimization and scaling
  • • Team structure and development
  • • Performance metrics and KPI management

Consulting Deliverables

  • • Operational assessments and audits
  • • Strategic roadmap development
  • • Implementation support and guidance
  • • Executive reporting and analytics

Service Timeline & Milestones

Discovery Phase (Week 1-2)

Comprehensive assessment of current operations, stakeholder interviews, and strategic analysis

• Initial audit completion • Stakeholder alignment • Strategic framework

Implementation Phase (Week 3-12)

Execute strategic initiatives, optimize processes, and implement performance management systems

• Process improvements • Team development • Systems optimization

Optimization Phase (Ongoing)

Continuous improvement, performance monitoring, and strategic guidance for sustained growth

• Performance tracking • Strategic adjustments • Growth scaling

Performance Guarantees

30%
Operational Efficiency Improvement
25%
Cost Reduction Target
90 days
Implementation Timeline

Payment Terms & Billing

Payment Structure

Retainer Fee

50% of engagement value due upon contract execution

Secures service availability and initiates discovery phase

Monthly Billing

Remaining balance distributed across engagement duration

Net 15 payment terms for ongoing services

Success Bonus

Performance-based compensation for exceeding targets

Tied to measurable operational improvements

Billing Policies

Payment Methods

ACH transfer, wire transfer, or company check

Credit cards accepted for retainers under $25K

Late Fees

1.5% monthly interest on overdue balances

Service suspension after 30 days past due

Expense Reimbursement

Pre-approved expenses billed at cost

Travel, accommodations, and specialized tools

Refund Policy

Non-Refundable Items

  • • Discovery phase work completed
  • • Strategic assessments delivered
  • • Time invested in stakeholder meetings
  • • Customized deliverables provided

Refundable Scenarios

  • • Material breach of contract by Fractional Force
  • • Failure to meet documented deliverables
  • • Mutual agreement to terminate engagement
  • • Pro-rated refunds for unused retainer (case-by-case)

Intellectual Property Rights

Work Product Ownership

Client-Owned Deliverables

  • • Strategic roadmaps and implementation plans
  • • Custom process documentation
  • • Client-specific assessments and reports
  • • Performance dashboards and metrics

Shared Knowledge

  • • Industry best practices and benchmarks
  • • General methodologies and frameworks
  • • Educational content and training materials
  • • Non-confidential operational insights

Fractional Force IP

  • • Proprietary assessment tools and frameworks
  • • Brand identity, trademarks, and copyrights
  • • Pre-existing methodologies and IP
  • • Software tools and technology platforms

Usage Restrictions

  • • No reverse engineering of proprietary tools
  • • No redistribution of Fractional Force IP
  • • No competitive use of shared methodologies
  • • Attribution required for shared knowledge

Licensing & Usage Rights

Client Rights

  • • Full ownership of custom deliverables
  • • Perpetual license to use shared methodologies within client organization
  • • Right to modify and adapt client-owned work product

Fractional Force Rights

  • • Right to use general learnings for future clients
  • • Portfolio rights for anonymized case studies
  • • Continued ownership of proprietary tools and frameworks

Confidentiality & Non-Disclosure

We understand the sensitive nature of strategic business information shared during our engagements. Both parties commit to maintaining strict confidentiality throughout and beyond the engagement period.

Confidential Information

Business Information

Financial data, strategic plans, operational metrics

Protected for 5 years post-engagement

Technical Information

Systems architecture, proprietary processes, IP

Indefinite protection period

Personnel Information

Employee data, organizational structure, compensation

Strict access controls and handling procedures

Permitted Disclosures

Legal Requirements

Court orders, regulatory requests, compliance obligations

With advance notice to client when possible

Public Information

Information already in public domain

No confidentiality obligations apply

Client Authorization

Express written consent for specific disclosures

Case studies, references, testimonials

Information Security Measures

Encryption

AES-256 encryption for all confidential data storage and transmission

Access Control

Need-to-know basis access with multi-factor authentication

Audit Trail

Complete logging and monitoring of all access to confidential information

Liability Limitations

Limitation of Liability

Direct Damages

Total liability limited to the total fees paid under the service agreement

Consequential Damages

No liability for indirect, incidental, or consequential damages under any circumstances

Professional Insurance

$2M professional liability insurance coverage for errors and omissions

Indemnification

Mutual indemnification for third-party claims arising from breaches of agreement

Exceptions to Limitations

Intentional Misconduct

Fraudulent, criminal, or intentionally harmful acts are not subject to liability limitations

Confidentiality Breaches

Damages from unauthorized disclosure of confidential information

IP Infringement

Claims related to intellectual property rights violations

Termination Clauses

Termination Rights

Client Termination Rights

Convenience Termination

30 days written notice required

Payment due for work completed plus 50% of remaining balance
Cause Termination

Immediate termination for material breach

30-day cure period for non-willful breaches

Fractional Force Termination Rights

Non-Payment

Termination after 30 days past due

Work suspension begins at 15 days past due
Client Breach

Material breach of confidentiality or cooperation requirements

Immediate termination for willful breaches

Post-Termination Obligations

Knowledge Transfer

30-day transition period included

Documentation handover and team briefings

Return of Materials

All confidential information returned or destroyed

Certified destruction available upon request

Final Invoicing

Final invoice due within 15 days of termination

Includes all work completed through termination date

Survival of Terms

The following provisions survive termination of this agreement and remain in effect indefinitely:

• Confidentiality and non-disclosure obligations
• Intellectual property ownership and licensing
• Payment obligations for services rendered
• Limitation of liability and indemnification
• Dispute resolution and governing law
• Return of confidential materials

Dispute Resolution

Dispute Resolution Process

Step 1: Direct Negotiation

Good faith negotiations between authorized representatives of both parties

Timeline: 30 days from dispute notice • Cost: No additional cost

Step 2: Professional Mediation

Binding mediation through American Arbitration Association (AAA) or mutually agreed mediator

Timeline: 60 days • Cost: Split equally between parties

Step 3: Binding Arbitration

Final resolution through single arbitrator using AAA Commercial Arbitration Rules

Timeline: 120 days • Cost: Per AAA fee schedule

Arbitration Procedures

Arbitrator Selection

Arbitrator with minimum 10 years experience in business consulting disputes

Discovery Limits

Streamlined discovery process to control costs and timeline

Confidentiality

All proceedings and outcomes remain strictly confidential

Governing Law

Jurisdiction

Delaware state law governs all disputes and interpretations

Venue

All proceedings conducted in Wilmington, Delaware or virtually by mutual consent

Enforcement

Arbitration awards enforceable in any court of competent jurisdiction

Attorney Fees and Costs

Prevailing Party Rule

In arbitration proceedings, the prevailing party is entitled to recover reasonable attorney fees and costs from the non-prevailing party, subject to arbitrator's discretion.

Mediation Costs

Mediation costs are split equally regardless of outcome to encourage good faith participation in alternative dispute resolution.

General Provisions

Entire Agreement

These Terms, together with any executed service agreements and statements of work, constitute the entire agreement between the parties and supersede all prior negotiations and understandings.

Amendments

No modifications to these Terms are valid unless agreed to in writing and signed by authorized representatives of both parties.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Force Majeure

Neither party is liable for delays or non-performance due to circumstances beyond their reasonable control, including natural disasters, government actions, or other unforeseeable events.

Assignment

Neither party may assign this agreement without prior written consent, except Fractional Force may assign to affiliated entities or in connection with a change of control.

Notice Requirements

All notices must be in writing and delivered to the contact information specified in the service agreement via email with read receipt or certified mail.

Legal Contact Information

For any legal inquiries, contract questions, or to discuss these Terms and Conditions, please contact our Legal Department. We're committed to responding within 2 business days for all legal matters.

Legal Department

Email

legal@fractionalforce.com

Response time: 2 business days

Mailing Address

Fractional Force Legal Department
Attn: Terms and Conditions Inquiries
12828 Willow Centre Drive, Ste D#142
Houston, TX, 77066

Contract Administration

Contracts Email

contracts@fractionalforce.com

For service agreements and SOWs

Document Requests

Insurance certificates, corporate documents,
and compliance documentation

Legal Response Commitments

2 days
Initial legal inquiry response
5 days
Contract review turnaround
24hrs
Emergency legal matters
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