Terms of Service

1. Definitions

For the purposes of these Terms:

• "Services" refers to all consulting services, deliverables, advisory work, and related professional services offered by Malcolm J. Henry Consulting.
• "Website" refers to malcolmjhenry.com and all associated subdomains, including portal.malcolmjhenry.com.
• "Client" or "you" refers to any individual or entity accessing the Website, using the Services, or creating an account on the client portal.
• "Client Portal" refers to the authenticated area at portal.malcolmjhenry.com where clients can access project materials, communications, and account information.
• "Content" refers to all text, images, files, data, documents, and other materials uploaded to or made available through the Website or Services.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use our Services. By using the Website, you represent and warrant that you meet these requirements. If you are accessing the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2.2 Account Registration

Access to the Client Portal requires creating an account through our authentication provider, Clerk. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access to your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe have been compromised.

3. Services and Scope of Work

3.1 Consulting Services

Malcolm J. Henry Consulting provides professional consulting services as described on our Website and in individual engagement agreements. The specific scope, deliverables, timelines, and fees for each engagement will be documented in a separate Statement of Work ("SOW") or consulting agreement between you and the Company.

3.2 No Guarantee of Results

While we strive to provide high-quality consulting services, we do not guarantee specific outcomes or results. The effectiveness of our recommendations depends on many factors outside our control, including your implementation decisions, market conditions, and other variables. Our Services constitute professional advice, and the ultimate business decisions remain yours.

3.3 Consultation Forms and Submissions

Our Website includes consultation forms that allow you to submit your name, email, phone number, company information, project details, and file uploads. By submitting a form, you acknowledge that:

• Submission of a form does not create a binding agreement for services
• We will use the information you provide to evaluate your inquiry and contact you
• You are responsible for ensuring that any files you upload do not contain malware, viruses, or infringing content
• File uploads are subject to size limits and format restrictions as indicated on the form

4. Payments and Billing

4.1 Payment Processing

All payments are processed securely through Stripe. By making a payment, you agree to Stripe's Terms of Service. We accept major credit cards, debit cards, and other payment methods as indicated at checkout.

4.2 Fees and Invoicing

Fees for Services will be set forth in the applicable SOW or consulting agreement. Unless otherwise agreed in writing:

• Invoices are due upon receipt unless a different payment schedule is specified
• Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• All fees are quoted in U.S. dollars unless otherwise stated
• You are responsible for any applicable taxes, duties, or government-imposed fees

4.3 Refund Policy

Refund eligibility will be determined on a case-by-case basis and governed by the terms of your individual consulting agreement. If no specific refund terms are specified in your agreement, the following applies:

• Requests for refunds must be submitted in writing within 14 days of the charge
• Refunds for completed work or delivered materials are generally not available
• Deposits for future work may be refundable if the engagement has not yet commenced, minus any administrative fees

5. Intellectual Property

5.1 Company Intellectual Property

All content on the Website — including text, graphics, logos, design elements, software, and other materials — is the property of Malcolm J. Henry Consulting or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any Website content without our prior written consent.

5.2 Client Materials

You retain ownership of all materials, data, and content you provide to us in connection with the Services ("Client Materials"). By providing Client Materials, you grant us a limited, non-exclusive license to use, reproduce, and modify such materials solely for the purpose of performing the Services. This license terminates upon completion of the engagement or termination of the agreement.

5.3 Deliverables

Ownership of deliverables produced during an engagement will be governed by the applicable SOW or consulting agreement. Unless otherwise specified in writing, upon full payment, you will receive a non-exclusive license to use deliverables for your internal business purposes. Pre-existing intellectual property, tools, frameworks, and methodologies used in creating deliverables remain the property of the Company.

6. Confidentiality

Both parties agree to treat as confidential any proprietary or non-public information disclosed during the course of the engagement ("Confidential Information"). This obligation applies to information shared through the Website, the Client Portal, email communications, file uploads, or any other channel. Neither party will disclose Confidential Information to third parties without the other party's prior written consent, except as required by law or as necessary to perform the Services.

The confidentiality obligation survives termination of the engagement for a period of two (2) years.

7. Acceptable Use

When using our Website and Services, you agree not to:

• Violate any applicable law, regulation, or third-party rights
• Upload or transmit any content that is unlawful, defamatory, obscene, fraudulent, or harmful
• Upload files containing viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Website, Client Portal, or any related systems
• Use automated tools (bots, scrapers, crawlers) to access the Website without our written permission
• Interfere with or disrupt the Website's infrastructure or other users' access
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services for any purpose that competes directly with Malcolm J. Henry Consulting
• Share your Client Portal credentials with unauthorized individuals

We reserve the right to investigate and take appropriate action — including suspension or termination of access — for violations of this section.

8. Third-Party Services

Our Website and Services integrate with third-party platforms. Your use of these platforms is subject to their respective terms and policies:

• Clerk (authentication): clerk.com/legal/terms
• Stripe (payments): stripe.com/legal
• Google Analytics (analytics): Google Analytics Terms
• Resend / Amazon SES (email delivery): resend.com/legal/terms-of-service

We are not responsible for the practices or policies of third-party services. We encourage you to review their terms and privacy policies.

9. Limitation of Liability

9.1 Disclaimer of Warranties

9.2 Limitation of Liability

9.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Malcolm J. Henry Consulting and its officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Website or Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any content or materials you upload or submit through the Website
• Your negligence or willful misconduct

11. Termination

11.1 Termination by You

You may stop using the Website at any time. To close your Client Portal account, contact us at the email address provided in Section 16. Termination of your account does not relieve you of any obligation to pay outstanding fees.

11.2 Termination by Us

We may suspend or terminate your access to the Website and Services at any time, with or without cause and with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or if continued access would pose a risk to the security of the Website or other users.

11.3 Effect of Termination

Upon termination, your right to access the Client Portal ceases immediately. Sections that by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, indemnification, and governing law — will remain in effect.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us and attempt to resolve the dispute informally for at least thirty (30) days. Most concerns can be resolved quickly through good-faith communication.

12.2 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

12.3 Jurisdiction

Any dispute arising out of or related to these Terms that cannot be resolved informally shall be resolved exclusively in the state or federal courts located in Fulton County, Georgia. You consent to the personal jurisdiction of these courts and waive any objection to venue.

13. Modifications to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, for active clients, provide notice via email or through the Client Portal. Your continued use of the Website or Services after the effective date of any changes constitutes acceptance of the updated Terms.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with any applicable SOW, consulting agreement, and our Privacy Policy, constitute the entire agreement between you and Malcolm J. Henry Consulting regarding the subject matter herein and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

14.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. A waiver of any term must be in writing and signed by an authorized representative of the Company.

14.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

14.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, pandemics, internet outages, or other force majeure events.

15. Accessibility

We are committed to making our Website accessible to all users. If you experience any difficulty accessing our Website or Services, please contact us and we will work to accommodate your needs.

16. Contact Us

If you have questions or concerns about these Terms of Service, please contact us: