These Terms of Service ("Terms") govern all consulting, training, and related services provided by McCargo Consulting ("we," "us," or "Consultant") to you or your organization ("Client"). By engaging our services — whether through a signed proposal, statement of work, verbal agreement, or payment — you agree to these Terms in full.
These Terms apply to all engagements unless superseded by a separately signed Statement of Work or Master Services Agreement that explicitly overrides specific sections.
1. Scope of Services
McCargo Consulting provides AI strategy, AI training, marketing automation, and ECRM consulting services to small and mid-size businesses. Specific deliverables, timelines, and fees for each engagement are defined in a proposal or Statement of Work ("SOW") provided prior to the start of work.
- Included: Services, deliverables, and sessions explicitly described in the applicable SOW or proposal.
- Not included: Work outside the described scope, software licenses, third-party service fees, ad spend, or implementation work not specified in the SOW. Any scope additions require a written change order and may incur additional fees.
- No guarantee of results: We bring deep expertise and proven frameworks, but we cannot guarantee specific business outcomes, revenue increases, or AI adoption timelines. Results depend substantially on your team's participation, effort, and execution.
2. Payment Terms
Invoicing and Due Dates
Invoices are issued per the schedule in the applicable SOW or proposal. Unless otherwise stated in writing, all invoices are due within 14 days of the invoice date.
Late Payments
Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum amount permitted by applicable law, whichever is lower. We reserve the right to suspend active work until overdue balances are paid in full.
Retainers and Deposits
Some engagements require a non-refundable deposit or retainer before work begins. The amount and terms are specified in the SOW. Deposits secure our time and are applied toward the total engagement fee.
Refunds
Fees paid for completed work or elapsed retainer periods are non-refundable. If an engagement is cancelled before work begins — and no non-refundable deposit applies — a full refund will be issued within 10 business days. Partial refunds for partially completed work are at our sole discretion.
Expenses
Reasonable, pre-approved out-of-pocket expenses (travel, software, materials) will be invoiced at cost with supporting documentation.
3. Intellectual Property
Your Data and Content
You retain full ownership of all data, content, branding, and materials you provide to us. We will not use your confidential business information for any purpose other than delivering the agreed services.
Deliverables
Upon receipt of payment in full, you receive a non-exclusive, perpetual license to use the deliverables we produce for your internal business purposes. Full ownership transfers to you only if explicitly stated as a work-for-hire arrangement in the applicable SOW.
Our Methodology and Tools
We retain ownership of all pre-existing intellectual property, proprietary frameworks, templates, tools, processes, and methodologies we use or develop during the engagement, regardless of whether they appear in your deliverables. Nothing in these Terms grants you rights to resell, sublicense, or distribute our proprietary materials without written consent.
AI-Generated Content
Some deliverables may be produced with the assistance of AI tools. Ownership and licensing of AI-assisted content follows the same rules as other deliverables under these Terms. You are responsible for reviewing AI-assisted deliverables for accuracy and fitness for your intended use.
4. Confidentiality
Each party agrees to keep confidential any non-public business information disclosed by the other party in connection with the engagement ("Confidential Information"). Confidential Information must not be disclosed to third parties without prior written consent, and must be used only to fulfill obligations under the engagement.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party at the time of disclosure; (c) is required to be disclosed by law or court order, provided reasonable advance notice is given to the disclosing party.
Confidentiality obligations survive termination of any engagement for a period of two (2) years.
5. Limitation of Liability
To the maximum extent permitted by applicable law, McCargo Consulting's total liability to you for any claim arising out of or relating to these Terms or any engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by you to us during the three (3) months immediately preceding the event giving rise to the claim.
In no event shall McCargo Consulting be liable for any indirect, incidental, special, consequential, or punitive damages — including but not limited to lost profits, lost data, loss of goodwill, or business interruption — even if we have been advised of the possibility of such damages.
These limitations apply regardless of the theory of liability and reflect a reasonable allocation of risk between the parties.
6. Disclaimer of Warranties
Services are provided "as is" and "as available." We make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our services will be error-free or that specific outcomes will result from the engagement.
7. Term and Termination
Term
These Terms remain in effect for the duration of any active engagement and continue to govern any post-engagement obligations (e.g., confidentiality, IP, payment).
Termination by Client
You may terminate an engagement with 14 days' written notice to adam@mccargo-consulting.com. You remain responsible for all fees earned through the termination date, including any non-refundable deposits.
Termination by Consultant
We may suspend or terminate an engagement immediately if: (a) payment is 30+ days overdue; (b) you breach these Terms and fail to cure within 10 days of written notice; (c) you engage in conduct we reasonably believe is illegal, harmful, or reputationally damaging. In such cases, all earned fees remain due.
Effect of Termination
Upon termination, each party will promptly return or destroy the other party's Confidential Information, and you will receive any completed deliverables for which payment has been received in full.
8. Dispute Resolution
Good Faith Negotiation
Before initiating any formal dispute process, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by providing written notice describing the dispute in reasonable detail.
Mediation
If direct negotiation fails within 30 days of written notice, the parties agree to submit the dispute to non-binding mediation conducted by a mutually agreed mediator in Fulton County, Georgia, before pursuing arbitration or litigation.
Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-law provisions. Any legal action not resolved through mediation shall be brought in the state or federal courts located in Fulton County, Georgia, and both parties consent to exclusive jurisdiction and venue there.
9. Independent Contractor
McCargo Consulting operates as an independent contractor, not as your employee, agent, or partner. We are solely responsible for our own taxes, insurance, and compliance obligations. Nothing in these Terms creates a joint venture, partnership, or employment relationship.
10. General Provisions
- Entire Agreement: These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings regarding the subject matter.
- Amendments: We may update these Terms from time to time. When we do, we will update the effective date at the top of this page. Continued engagement after an update constitutes acceptance. For active engagements, material changes require written notice at least 14 days in advance.
- Severability: If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
- Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
- Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a successor entity without your consent.
- Force Majeure: Neither party is liable for delays or failures caused by circumstances beyond their reasonable control (e.g., natural disasters, government actions, widespread internet outages).
11. Contact
Questions about these Terms? Reach us at:
McCargo Consulting
Atlanta, GA
adam@mccargo-consulting.com
Last reviewed and updated: April 4, 2026.