Terms of Service
These Terms of Service ("Terms") govern your access to and use of services provided by Clearbrookline LLC ("Clearbrookline", "we", "us"). By engaging Clearbrookline for consulting, operational design, automation, or technology services, or by accessing our website and communicating with us, you agree to be bound by these Terms along with any executed statement of work, proposal, or written agreement between the parties. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, please do not use our services or website. These Terms describe the scope of services, client responsibilities, fees, confidentiality, data processing, intellectual property, limitations of liability, indemnification, termination, and governing law provisions that apply to our relationship.
Scope of Services and Deliverables
Clearbrookline provides services described in mutually agreed proposals, statements of work, or purchase orders. Deliverables may include process maps, automation playbooks, configuration artifacts, architecture diagrams, training materials, and dashboards. Time and materials or fixed-fee engagements will be documented in writing. We commit to using reasonable skill and care to perform services consistent with professional standards. Client agrees to provide timely access to information, personnel, and systems necessary for Clearbrookline to perform the scope. Any changes to scope will be managed through written change orders that specify revised deliverables, schedule, and fees. Acceptance criteria for deliverables will be defined in the applicable statement of work. Except as expressly agreed, timelines are estimates and may be adjusted for dependencies and client inputs. Our services are designed to transfer operational capability to the client; we provide documentation and training to support that transfer where specified in the engagement documentation.
Fees, Invoicing, and Payment
Fees for Clearbrookline services are set out in the applicable proposal or statement of work and may include fixed fees, hourly rates, reimbursable expenses, and third-party costs. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of invoice date in U.S. dollars. Overdue payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. If client disputes any portion of an invoice in good faith, client will notify Clearbrookline within fourteen (14) days and pay the undisputed portion promptly. For retainers or prepayments, we will apply amounts against work performed; unused retainers will be handled per the engagement agreement. Clients are responsible for taxes, duties, and similar governmental assessments, except taxes based on Clearbrookline's net income. Non-payment may result in suspension of services or termination in accordance with these Terms. Fees do not include costs for third-party software, licensing, or platform usage unless specified. Refunds for completed services will be handled per the written agreement and applicable consumer protection laws.
Confidentiality, Data and Privacy
Each party will treat the other party's confidential information with reasonable care and will not disclose it except to employees, contractors, or advisors with a need to know and who are bound to confidentiality. Confidential information excludes information that is publicly known through no breach, is independently developed, or is rightfully obtained from a third party without restriction. For client engagements that involve processing personal data or operational data, data handling will be governed by the applicable agreement and, when relevant, a Data Processing Addendum. We maintain reasonable administrative, technical, and organizational measures to protect data. For visitors to our website, our Privacy Policy at /privacy/ describes how we collect, use, and retain personal data and cookie choices. Clients remain responsible for the lawfulness of any data they provide; Clearbrookline will process client-provided data only as instructed in the engagement or agreement. If Clearbrookline is required to disclose confidential information by law, we will give prompt notice where permitted so the client may seek protective relief.
Intellectual Property
Unless otherwise stated in the applicable agreement, Clearbrookline retains ownership of its pre-existing intellectual property, methodologies, templates, tools, and know-how (collectively "Background IP"). Client will own deliverables specifically created and delivered for the client under the engagement upon full payment, excluding any Background IP embedded in those deliverables. We grant clients a perpetual, non-exclusive, non-transferable license to use Background IP solely as incorporated in delivered materials for the client's internal business purposes. For any third-party software or components, client’s rights are subject to the relevant third-party license terms and client is responsible for procuring any required licenses. Parties will respect each other’s trademarks and proprietary rights. Any public reference or case study requires prior written approval by both parties, except where a client request for a reference is agreed to in the engagement terms.
Limitation of Liability and Indemnity
To the fullest extent permitted by law, Clearbrookline's aggregate liability to the client arising out of or relating to the engagement or these Terms will not exceed the fees paid to Clearbrookline under the applicable statement of work in the twelve (12) months preceding the claim. Neither party will be liable for incidental, consequential, special, punitive, or lost profit damages, even if advised of the possibility of such damages, except to the extent such exclusions are prohibited by law. Client will indemnify and hold Clearbrookline harmless from claims arising from client data, misuse of deliverables, or breaches of client obligations. Clearbrookline will indemnify client against claims that Clearbrookline deliverables infringe third-party intellectual property rights, provided client notifies Clearbrookline promptly, cooperates, and allows Clearbrookline to control the defense and settlement of such claims. These indemnities are subject to the limitations set out in the agreement and do not apply where infringement arises from client-provided specifications or combination of deliverables with third-party materials not authorized by Clearbrookline.
Term, Termination and Effect of Termination
Either party may terminate an engagement for material breach if the breaching party fails to cure within thirty (30) days of written notice, except where a different cure period is provided in the agreement. Clearbrookline may suspend services for non-payment subject to prior notice. Upon termination, client will pay for all services rendered and expenses incurred through the effective date of termination and will return or destroy Clearbrookline confidential materials. Sections concerning Fees, Confidentiality, Intellectual Property, Limitation of Liability, Indemnity, and Governing Law will survive termination. Termination will not relieve either party of accrued obligations. Where termination is for convenience, the engagement will specify any termination fees or wind-down provisions. We will make reasonable efforts to transfer active work and provide final deliverables in accordance with the applicable statement of work upon termination and payment for work completed.
Governing Law and Dispute Resolution
These Terms and any disputes arising from or related to Clearbrookline services will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law rules. The parties will first attempt to resolve disputes in good faith through negotiation between senior representatives. If negotiation does not resolve the dispute within forty-five (45) days, the parties may pursue mediation or other agreed-upon alternative dispute resolution. If unresolved, either party may seek relief in courts located in Suffolk County, Massachusetts, and each party consents to exclusive jurisdiction and venue in those courts. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or unauthorized disclosure of intellectual property or confidential information.
Contact and Notices
For contractual notices, invoicing, or privacy requests, contact: Clearbrookline LLC, 412 Riverbend Drive, Suite 210, Boston, MA 02108, United States; Email: [email protected]; Phone: +1 (617) 253-0000. Notices required by these Terms must be in writing and delivered by email with delivery confirmation or by certified mail to the contact address specified. For client-specific contact and invoicing details, follow the instruction in the applicable statement of work. These Terms are effective as of the date stated in the related engagement; where no engagement date applies, these Terms are effective as of the date posted on this page. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. These Terms, together with any executed statements of work, constitute the complete agreement between the parties regarding the subject matter herein.