TERMS OF SERVICE
These Terms of Service (the "Terms") govern the provision of advisory services by Strategic Workforce Advisory Group, a California sole proprietorship ("SWAG" or "Advisor"), to the individual or entity purchasing or requesting services ("Client"). By purchasing an online service package from Advisor, Client agrees to be bound by these Terms as of the date of purchase (the "Effective Date").
1. Services. Advisor will provide services requested by Client and accepted by Advisor under these Terms (the "Services"). Certain Services may be purchased through Advisor’s website (each, an "Online Package") as described in Section 3 below. Alternatively, Services may be described in a Statement of Work ("SOW") that may be entered into by the parties from time to time, each of which is incorporated into this Agreement by reference. Each SOW will describe the applicable Services, along with the timing and fees. In the event of a conflict between these Terms and an SOW, the terms of the applicable SOW will control. Advisor is not obligated to perform any Services unless set forth in a mutually executed SOW or otherwise agreed to by Advisor. If Client requests Services outside the scope of an applicable SOW or after an SOW has expired or been completed, such Services will be performed subject to these Terms and billed at Advisor’s Standard Rate unless otherwise agreed in writing by the parties. Advisor will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
2. Fees. Fees for Online Packages shall be paid in accordance with Section 3 below. Fees for other Services will be as set forth in an applicable SOW or otherwise agreed in writing by the parties.
(a) Payments. Certain Services, including Online Packages and Retainer Services, may be billed automatically using a payment method provided by Client. Advisor may invoice Client periodically for Services performed, and Client shall pay all undisputed amounts within fifteen (15) days of receipt of invoice.. Any disputed portion shall be identified by Client in writing within such period, and the parties shall work in good faith to resolve the dispute promptly. Advisor may require payment in advance for certain Services. Advisor shall have no obligation to commence or continue such Services until required payments have been received. Client authorizes Advisor to charge any payment method stored on file for fees due under these Terms, including recurring fees associated with subscription or retainer services. Client is responsible for maintaining accurate and current billing information.
(b) Rates. Certain pricing offered by Advisor may reflect discounted rates based on minimum service commitments or service packages. Billable advisory time may include meetings, phone or video calls, email communications, document review, preparation, analysis, research, and related follow-up work performed by Advisor in connection with Client matters (“Advisory Time”). Advisory Time is billed in fifteen (15) minute increments. Standard Advisory Time that is not included in an Online Package or SOW is billed at Two Hundred Eighty-Five Dollars ($285.00) per hour (the "Standard Rate"), unless a different rate is expressly stated. Rates are subject to periodic review and may be adjusted with advance notice. Any applicable rate change will only take effect at the end of the then-current Online Package or SOW term.
(c) Nonpayment. Advisor reserves the right to suspend or terminate Services if any required payment is declined, reversed, not successfully processed, or otherwise not received.
3. Online Package Terms. By purchasing one of the Online Packages listed in this Section, Client agrees to the specific terms applicable to that package as described below. Payment for Online Packages is due in advance at the time of purchase and is non-refundable. Advisor will not be obligated to provide Services under an Online Package until payment has been received. Services provided under an Online Package are subject to Advisor’s reasonable availability and scheduling coordination with Client. Client agrees to provide reasonable cooperation and access to information necessary for Advisor to perform the Services.
(a) Quick Question Package. The “Quick Question Package” is available for a fee of four hundred fifty dollars ($450.00) and consists of one advisory session of up to ninety (90) minutes of Advisory Time for one Client matter, together with a brief written summary of key observations or recommendations following the session.
(b) Intro Advisory Access Package. The “Intro Advisory Access Package” is available for a fee of nine hundred ninety-five dollars ($995.00) and consists of five (5) hours of Advisory Time during a thirty (30) day period for one or more Client matters. Services under the Intro Advisory Access Package will continue until the five (5) hours of Advisory Time included in the Intro Advisory Access Package have been used or until the thirty (30) day period has expired, whichever occurs first. Any unused Advisory Time expires at the end of the thirty (30) day period and does not roll over. The Intro Advisory Access Package is available only once to first-time Clients and may not be repurchased. If the Intro Advisory Access Package is purchased again by the same Client, the fees paid may be applied to either: (i) three and a half (3.5) hours of Advisory Time at Advisor’s Standard Rate, with no additional payment required; or (ii) any other available Service upon payment of the applicable price difference (e.g., payment of an additional $355 to upgrade to a 5-hour Monthly Term Retainer Package).
(c) Crisis Package. The “Crisis Package” is available for a fee of one thousand two hundred dollars ($1,200.00) and consists of up to three (3) hours of Crisis Advisory Time. For purposes of the Crisis Package, "Crisis Advisory Time" means Advisory Time provided on an expedited basis to address an urgent Client matter ("Crisis Matter") that Advisor prioritizes over other scheduled work. Advisor will respond to Client’s request for Crisis Advisory Time within twenty-four (24) hours of such request, absent extraordinary circumstances beyond Advisor’s reasonable control. Services under the Crisis Package will continue until the three (3) hours of Crisis Advisory Time included in the Crisis Package have been used or until Client designates the Crisis Matter as resolved. Any additional Crisis Advisory Time requested by Client beyond the three (3) hours included in the Crisis Package will be billed at four hundred dollars ($400.00) per hour. The Crisis Package is intended for urgent matters requiring expedited attention. While Advisor will respond to requests for Crisis Advisory Time as described above, immediate availability is not guaranteed.
(d) Retainer Packages. Advisor will provide ongoing advisory services (the “Retainer Services”) on a monthly basis corresponding with the number of monthly hours and monthly fee chosen by Client during checkout (the “Retainer Package”). The Retainer Package indicates the monthly fee due for the Retainer Services (the “Retainer Fee”). Retainer Fees are billed in advance. Any Advisory Time in excess of the hours included in a given month will be billed at Advisor’s Standard Rate as defined in the Agreement. The Retainer Fee reflects discounted pricing based on Client’s monthly service commitment. The applicable Retainer Fee remains in effect for the duration of the selected term. Advisor reserves the right to suspend Services if any required payment is declined, reversed, or otherwise not successfully processed. All Retainer Fees are non-refundable.
(i) Monthly Term. Retainer Services with no commitment are provided on a month-to-month basis (“Monthly Term”). Unused Advisory Time for Monthly Terms do not roll over to subsequent months.
(ii) Annual Term. Retainer Services delivered on a monthly basis with a twelve (12) month commitment (“Annual Term”) shall renew for an identical term unless terminated prior to the renewal date. Annual Term Clients may roll over up to five (5) hours of unused Advisory Time into a “Rollover Bank” which can be used anytime throughout the Annual Term. The Rollover Bank shall not exceed five (5) hours; however, for Clients who prepay the full Annual Term, the Rollover Bank limit shall increase to ten (10) hours. For Annual Terms, an additional five percent (5%) discount (“Annual Discount”) has been applied on top of the monthly commitment discount. Annual Discounts apply only during an active Annual Term.
(e) Payment Processing and Automatic Billing. Payments for Online Packages and Retainer Services are processed through third-party payment processing providers integrated with Advisor’s website platform. By purchasing Services or enrolling in a recurring Retainer Package, Client authorizes Advisor to charge the payment method provided at the time of purchase and any stored payment method for future fees due under the selected service plan. Recurring Retainer Services will be billed automatically at the beginning of each billing period unless cancelled prior to the renewal date. Client may update or remove stored payment methods through their account settings or by contacting Advisor. Advisor is not responsible for errors caused by inaccurate or outdated billing information provided by Client.
4. Expenses. Advisor shall not incur expenses on behalf of Client without Client’s prior written approval. Approved expenses will be reimbursed upon submission of reasonable documentation.
5. Term and Termination.
(a) Term. These Terms shall begin on the Effective Date and shall continue until terminated by either party in accordance with these Terms (the “Term”). The completion, expiration, or termination of any individual Statement of Work or Online Package shall not, by itself, terminate these Terms.
(b) Termination. Either party may terminate these Terms upon thirty (30) days’ written notice to the other party. The effective date of such termination shall be the later of: (i) expiration of the thirty (30) day notice period; or (ii) the completion or expiration of any then-current SOW or Online Package.
(c) Termination for Cause. Either party may terminate these Terms upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice describing the breach. If Client receives discounted pricing based on a minimum hourly or term commitment and breaches this Agreement before satisfying such commitment, the fees for Services previously provided shall be recalculated at Advisor's Standard Rate, and Client shall remain responsible for the difference between the discounted fees paid and the recalculated fees.
(d) Effect of Termination. Upon termination or expiration of these Terms, Client shall pay Advisor for all Services performed and any approved expenses incurred through the effective date of termination.
(e) Survival. Any provisions of these Terms that by their nature should survive termination or expiration of these Terms shall survive, including without limitation provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution.
6. Ownership of Deliverables. To the extent Advisor creates specific written work product or deliverables for Client in the course of performing the Services (“Deliverables”), such Deliverables shall be owned by Client upon full payment of the applicable fees. Advisor retains ownership of all pre-existing materials, templates, methodologies, processes, know-how, and intellectual property developed independently of these Terms. To the extent any such materials are incorporated into Deliverables, Advisor grants Client a non-exclusive, perpetual license to use them solely in connection with the Deliverables. Nothing in these Terms restricts Advisor from using general knowledge, skills, experience, or ideas retained in Advisor’s unaided memory in the course of Advisor’s business.
7. Client Property.
(a) Client Equipment. Advisor acknowledges that any equipment or other tangible property provided by Client remains the property of Client. Upon termination or expiration of these Terms, Advisor will promptly return such property and will return or securely delete any Confidential Information of Client in Advisor’s possession, except for archival copies retained solely for legal or recordkeeping purposes.
(b) Client Data. Advisor acknowledges that during the course of the Services, Advisor may receive or access personal information or other Confidential Information relating to Client’s customers, potential customers, end-users, suppliers, employees, independent contractors, or others (collectively, “Client Data”). As between Client and Advisor, Client retains all right, title, and interest in and to Client Data. Advisor shall use Client Data solely for the purpose of performing the Services and shall protect such Client Data as Confidential Information under these Terms. Advisor acknowledges that Client Data may be subject to privacy laws or contractual restrictions and agrees to comply with applicable laws in its handling of Client Data.
8. Confidentiality. “Confidential Information” means any non-public information disclosed by Client to Advisor that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Advisor shall use Confidential Information solely for the purpose of performing the Services and shall not disclose such information to any third party except as necessary to perform the Services or as otherwise permitted by these Terms. Confidential Information does not include information that (a) is or becomes publicly available through no breach of these Terms by Advisor, (b) was known to Advisor prior to disclosure by Client, (c) is independently developed by Advisor without use of Client’s Confidential Information, or (d) is lawfully received from a third party without restriction on disclosure. Advisor may disclose Confidential Information if required by law or court order, provided that Advisor gives Client reasonable notice of such requirement to the extent legally permitted.
9. Non-Solicit. In addition to the confidentiality obligations above which Advisor acknowledges includes information relating to Client’s customers, potential customers, end-users, employees, and others, Advisor agrees not to directly solicit any employee or independent contractor of Client with whom Advisor had material contact in connection with the Services to terminate their relationship with Client during the Term and for a period of twelve (12) months following termination of these Terms for any reason.
10. Independent Contractor.
(a) Method of Provision of the Services. Advisor’s relationship with Client will be that of an independent contractor and not that of an employee. Advisor shall have sole direction, control, and responsibility for determining the method, details, and means of performing the Services. If Advisor engages any other person to assist in the Services, Advisor shall remain responsible for the Services in accordance with these Terms. Advisor represents that Advisor operates an independently established business that provides services to other clients. Advisor has no authority to bind Client or create obligations on behalf of Client without the prior written authorization.
(b) Benefits; Taxes. Advisor is responsible for all taxes arising from compensation paid under these Terms and is not eligible for Client employee benefits.
(c) Coordination of Services. All of the Services will be coordinated between Advisor and an authorized representative of Client. Advisor shall report to such individual concerning the Services, and the nature and frequency of these reports will be mutually agreed upon by the parties.
11. Advisory Nature of Services. Advisor provides strategic and operational advisory services based on Advisor’s professional experience and judgment. The Services are advisory in nature, and Client retains sole responsibility for all business, operational, employment, and management decisions. The Services provided under these Terms are not legal services and are not intended to constitute legal advice. Client should consult qualified legal counsel regarding legal matters where appropriate.
12. Conflicts with these Terms. Advisor represents and warrants that: (a) it is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms; (b) its performance of these Terms will not breach any agreement to keep in confidence proprietary information acquired by Advisor in confidence or in trust prior to commencement of these Terms; and (c) to Advisor’s knowledge, it has the right to use any ideas, processes, techniques, and other information used in the course of performing the Services without violating any obligation to a third party.
13. Indemnification. Each party shall indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, and personnel from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or resulting from that party’s gross negligence, willful misconduct, or material breach of these Terms.
14. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID TO ADVISOR UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15. Dispute Resolution. The parties agree to first attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal discussions for a period of thirty (30) days. If the parties are unable to resolve the dispute during that period, either party may pursue resolution of the dispute exclusively in the state or federal courts located in San Diego County, California, and the parties hereby consent to the personal jurisdiction and venue of such courts. The prevailing party in any action or proceeding arising out of or relating to these Terms shall be entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by law.
16. Miscellaneous.
(a) Governing Law. These Terms, the validity and interpretation of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
(b) Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between them relating to the subject matter hereof.
(c) Amendments and Waivers. No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, shall be effective unless in writing and signed by the parties to these Terms. No delay or failure to require performance of any provision of these Terms shall constitute a waiver of that provision as to that or any other instance.
(d) Successors and Assigns. Except as otherwise provided in these Terms, the rights and obligations of the parties will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. Either party may assign these Terms in connection with a merger, sale of assets, reorganization, or similar business transaction.
(e) Notices. All notices or other communications under these Terms shall be provided by email to the addresses designated by each party. Notice shall be deemed given when sent, unless the sending party receives an automated notice that the email was not successfully delivered. Either party may update its notice email address by providing written notice to the other party.
(f) Severability. If one or more provisions of these Terms are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from these Terms, and (ii) the balance of these Terms shall be interpreted as if such provision were so excluded.
(g) Headings. Headings in these Terms are for convenience only and do not affect the interpretation of these Terms.
(h) Construction. These Terms shall be interpreted in a fair and reasonable manner and no ambiguity shall be construed in favor of or against either party.
(i) Electronic Acceptance. These Terms and any related documents may be accepted electronically. Client’s electronic acceptance of these Terms shall be deemed to have the same legal effect as Client’s original signatures.
(j) Authority. If Client is an individual accepting these Terms on behalf of a company, organization, or other entity, Client represents and warrants that such individual has the full legal authority to bind that entity to these Terms.
(k) Privacy Policy. Use of the website and the provision of Services are subject to Advisor’s Privacy Policy, which describes how personal information is collected, used, and protected.
Last Updated: April 1, 2026