Last Updated: [Effective Date]

This page contains the legally binding terms governing consulting services, productized services, and virtual events provided by Sue Sutcliffe (the “Consultant”) to the client/participant (“[Client Legal Name]”).
By purchasing, registering, accessing, or participating, you agree to these terms.

1) Base Consulting Agreement

Effective Date: [Effective Date]

Parties

Consultant: Sue Sutcliffe, Sole Proprietor, Ontario, Canada (“Consultant”)
Client: [Client Legal Name], [Client Address] (“Client”)

1. Scope of Services

  1. Consultant will provide professional services as outlined in one or more written descriptions, proposals, invoices, order forms, or online checkout confirmations (“Services”).
  2. Services may include, without limitation: consulting and advisory services; coaching and training; workshops and programs; virtual events and event production; marketing, AI, and technology consulting; done-for-you and implementation services.
  3. Any services not expressly agreed to in writing are excluded.

2. Term

  1. This Agreement begins on the Effective Date and continues until Services are completed or terminated under this Agreement (“Term”).

3. Fees & Payment

  1. Fees are as stated in the applicable agreement, invoice, or checkout page (“Fees”).
  2. Unless otherwise agreed in writing:

    1. Fees are 100% payable in advance.
    2. All fees are non-refundable.
    3. Payment confirms Client’s acceptance of this Agreement and any applicable addenda.
  3. Late payments may accrue interest at the statutory rate permitted under Ontario law, calculated monthly.
  4. Consultant may suspend or terminate Services for non-payment.

4. Independent Contractor

  1. Consultant is an independent contractor, not an employee, partner, agent, or joint venturer of Client.
  2. Consultant is solely responsible for taxes and statutory obligations applicable to Consultant.

5. Client Responsibilities

  1. Client will:

    1. Provide accurate, complete, and timely information;
    2. Provide access to required systems, materials, and personnel;
    3. Make decisions promptly.
  2. Consultant is not responsible for delays or outcomes resulting from Client inaction or inaccurate information.

6. Events, Programs & Consulting Distinction

  1. Consulting & Advisory Services: Consulting services are non-refundable once commenced.
  2. Events, Workshops & Programs: Separate event terms may apply, including recording consent, no-refund policies, and access limitations. Where event-specific terms conflict with this Agreement, the event terms prevail.

7. Intellectual Property

  1. Consultant IP Ownership: All methodologies, frameworks, templates, systems, tools, processes, prompts, training materials, and intellectual property—whether pre-existing or developed during Services—remain the exclusive property of Consultant.
  2. Client License: Upon full payment, Client receives a non-exclusive, non-transferable, revocable license to use deliverables internally for Client’s own business purposes.
  3. Restrictions: Client may not resell, sublicense, distribute, or share Consultant materials; claim ownership of Consultant IP; or use Consultant materials to train AI models or machine learning systems.

8. Confidentiality

  1. Each Party will keep confidential non-public proprietary information received from the other Party.
  2. Confidentiality obligations survive termination.
  3. Consultant may use anonymized insights for teaching, speaking, content, and marketing purposes.

9. Public Attribution

  1. Consultant may reference Client’s name, logo, or general engagement description unless Client provides written objection.

10. No Guarantees & Advisory Disclaimer

  1. Consultant makes no guarantees regarding results, revenue, or outcomes.
  2. Services are advisory and do not constitute legal, financial, tax, medical, or investment advice.
  3. Client remains solely responsible for business decisions and implementation.

11. Limitation of Liability

  1. To the maximum extent permitted by law:

    1. Consultant’s total liability is limited to fees paid in the three (3) months preceding the claim.
    2. Consultant is not liable for lost profits, lost revenue, business interruption, or consequential damages.

12. Indemnification

  1. Client will indemnify and hold harmless Consultant from claims arising from Client’s use or misuse of Services, Client-provided materials, or Client’s violation of laws or third-party rights.

13. Termination

  1. Client may terminate at any time; no notice period is required.
  2. Fees paid remain non-refundable.
  3. Consultant may terminate immediately for breach or non-payment.

14. Non-Solicitation

  1. Client will not solicit or hire Consultant’s employees or contractors during the Term and for twelve (12) months after termination.

15. Force Majeure

  1. Neither Party is liable for delay or failure due to events beyond reasonable control.

16. Governing Law & Dispute Resolution

  1. This Agreement is governed by the laws of Ontario, Canada.
  2. Dispute Resolution: The Parties will first attempt good-faith resolution. If unresolved, disputes proceed to mediation in Ontario. Litigation may follow only if mediation fails.

17. Electronic Contracting

  1. This Agreement may be executed electronically and via click-wrap acceptance.

18. Entire Agreement

  1. This Agreement and any incorporated addenda constitute the entire agreement and supersede prior discussions.

2) Addendum: Productized Services Framework

This Productized Services Addendum (“Addendum”) forms part of the Consulting Agreement.
Where it conflicts with the Consulting Agreement, this Addendum prevails for productized offerings.

1. Definition of Productized Services

  1. “Productized Services” means standardized offerings delivered under defined parameters, including programs, packages, retainers, workshops, virtual/live events, digital products, and hybrid service + content offerings.
  2. Productized Services may be delivered live or asynchronous, individually or in groups, with fixed or variable access periods.

2. Scope Control

  1. Productized Services are delivered strictly as described on the sales page, invoice, proposal, or checkout page (“Offer Description”).
  2. Anything not expressly listed in the Offer Description is out of scope.
  3. Client acknowledges customization is limited or excluded and Consultant may sequence delivery at Consultant’s discretion.

3. Fees, Billing & Payment Finality

  1. All Productized Services are 100% payable in advance unless otherwise stated.
  2. All fees are non-refundable, including for partial participation, missed sessions, non-attendance, or Client scheduling conflicts.
  3. Payment confirms acceptance of the Consulting Agreement, this Addendum, and the Offer Description.

4. Programs & Packages

  1. Programs and packages have a defined scope, duration, and deliverables; unlimited access is excluded unless explicitly stated.
  2. Access expires at the end of the stated program period unless extended in writing.
  3. Consultant may update content, curriculum, tools, or delivery methods without reducing overall value.

5. Retainers

  1. Retainers provide access to Consultant time/capacity—not guaranteed outcomes.
  2. Unused time does not roll over, has no cash value, and expires at the end of each billing cycle unless otherwise stated.
  3. Retainers may be adjusted or discontinued with written notice.

6. Events (Free & Paid)

  1. Event access is granted for the stated event period only.
  2. Consultant may record events, reuse recordings, and repurpose content.
  3. Client grants recording consent as described in the Event Add-On below unless otherwise stated in writing.
  4. Event tickets are non-refundable unless required by law.

7. Digital Content & Access

  1. Access to digital materials is license-based, non-transferable, and revocable for breach.
  2. Consultant may change platforms, tools, or hosting providers at discretion.

8. No Dependency

  1. Productized Services are designed to empower Client independence.
  2. Consultant is not responsible for ongoing support beyond the stated scope or post-access implementation.

9. Results Disclaimer

  1. Productized Services provide education, tools, and guidance—not execution guarantees.
  2. Client results depend on effort, market conditions, execution, and external factors.

10. Termination & Access Revocation

  1. Consultant may revoke access for non-payment, IP misuse, breach of terms, or disruptive/abusive conduct. Termination does not entitle Client to a refund.

11. IP & AI Reinforcement

  1. All Productized Services content remains Consultant IP.
  2. Client may not repurpose materials for resale, share access credentials, or use materials to train AI systems.

12. Hierarchy of Terms

  1. Order of precedence: (1) Offer Description/Checkout Page; (2) This Addendum; (3) Consulting Agreement.

3) Addendum: Virtual Events & Recording Consent

This Virtual Events & Recording Consent Add-On (“Event Add-On”) forms part of the Consulting Agreement and any applicable addenda. Where it conflicts, this Event Add-On governs event participation.

1. Event Participation

  1. Events may include live virtual events, hybrid events, workshops, training sessions, panels, masterminds, or group discussions.
  2. Participation is limited to the Event Description shown at registration/checkout.
  3. Consultant may modify format, agenda, speakers, or platform without materially reducing overall value.

2. No Refunds & No Transfers

  1. All event registrations are final and non-refundable unless required by law.
  2. Tickets may not be transferred, resold, or shared without written consent.
  3. Failure to attend, partial attendance, scheduling conflicts, or Participant-side technical issues do not constitute grounds for a refund.

3. Recording Consent

  1. Participant grants irrevocable consent to be audio/video recorded, photographed, or screen captured during the event.
  2. Recordings may include Participant’s name, voice, image, chat messages, questions, and contributions.

4. Use of Recordings

  1. Consultant may use recordings for education/training, marketing, promotion, sales, advertising, content creation, documentation, and repurposing across media.
  2. Recordings may be edited and reused without restriction.
  3. Participant waives any right to inspection, approval, compensation, or royalties.

5. Participant Conduct

  1. Consultant may remove any Participant for disruptive behavior, harassment, unauthorized promotion, or IP misuse.
  2. Removal does not entitle Participant to a refund.

6. Chat, Q&A & Community Content

  1. Participant content may be viewed by others, recorded, moderated, or removed.
  2. Consultant is not responsible for statements made by other participants.

7. No Confidentiality in Group Settings

  1. Events are not confidential environments. Do not disclose sensitive or proprietary information.

8. Technology & Access

  1. Consultant is not responsible for platform outages, internet failures, device incompatibility, or Participant technical issues.
  2. Access may be revoked for breach of terms.

9. No Guarantees

  1. Events are educational/informational. No outcomes are guaranteed.

10. Intellectual Property

  1. All event materials, recordings, slides, frameworks, and content remain Consultant property.
  2. Participants receive a limited, non-transferable license for personal/internal business use only.
  3. Participant recording, redistribution, or reproduction is prohibited.

11. Governing Law

  1. This Event Add-On is governed by Ontario, Canada.

12. Acceptance

  1. Registration, attendance, or participation constitutes acceptance of the Agreement and all addenda.

4) Addendum: AI & Advanced Intellectual Property Protection

This AI & Advanced Intellectual Property Protection Addendum (“AI/IP Addendum”) forms part of the Consulting Agreement and any applicable addenda. Where it conflicts, this Addendum governs AI, data use, and intellectual property matters.

1. Definition of Protected Assets

  1. “Protected Assets” include methodologies, frameworks, systems, templates, prompts, playbooks, training materials, slides, worksheets, recordings, strategic models, processes, and AI-assisted outputs and derivative works, whether delivered live, digitally, verbally, visually, or in writing.

2. AI-Generated & AI-Assisted Content

  1. Consultant may use AI tools to generate, enhance, analyze, repurpose, or optimize content, workflows, and deliverables.
  2. AI use does not transfer ownership of Protected Assets to Client.
  3. All AI-assisted outputs remain Consultant intellectual property unless explicitly stated otherwise in writing.

3. Prohibition on AI Training & Data Extraction

  1. Client is strictly prohibited from using Consultant materials to train AI models; uploading materials into AI systems for reuse beyond personal/internal reference; extracting prompts/logic/workflows for replication; or reverse-engineering Consultant methodologies.
  2. This prohibition applies to public AI tools, private AI tools, internal corporate AI systems, and third-party vendors.

4. License Scope

  1. Client receives a limited, revocable, non-exclusive, non-transferable license for internal business use only.
  2. Client may not commercialize Consultant IP, teach Consultant systems, create competing products, or claim authorship/ownership.

5. Derivative Works & Contamination Protection

  1. Any Client-created works that are substantially similar to Consultant IP or incorporate Consultant logic/structure/sequencing are deemed unauthorized derivative works.
  2. Consultant may seek injunctive relief and damages for misuse.

6. AI Risk Disclaimer

  1. Client acknowledges AI outputs may be incomplete, inaccurate, or biased, and AI tools evolve rapidly.
  2. Consultant is not liable for AI tool decisions, third-party platform changes, or Client reliance on AI-generated outputs.

7. Confidentiality of AI Workflows

  1. Consultant’s AI workflows, prompts, architectures, and processes are confidential trade secrets.
  2. Disclosure or misuse is a material breach.

8. Monitoring & Enforcement

  1. Consultant may investigate suspected misuse, revoke licenses, and terminate access immediately for breach.
  2. Breach may result in termination, loss of access, and legal action.

9. Survival

  1. All AI and IP protection provisions survive termination indefinitely.

10. Governing Law

  1. This Addendum is governed by Ontario, Canada.

5) Acceptance (Click-Wrap)

Quick Summary (Operational Clarity)

  1. Fees are generally paid upfront and are non-refundable unless required by law or explicitly stated otherwise.
  2. Services are advisory/educational; results are not guaranteed.
  3. Consultant retains ownership of all frameworks, templates, prompts, and materials; Client receives an internal-use license.
  4. Events may be recorded; by participating you consent to recording and reuse.
  5. You may not share, resell, redistribute, or use materials to train AI systems.
  6. Ontario law applies; disputes aim for good-faith resolution, then mediation in Ontario, then litigation if needed.

Checkbox Language (Copy/Paste into Checkout or Form)

Agreement Checkbox Text:


I have read and agree to the Consulting Agreement and all applicable addenda (Productized Services, Virtual Events & Recording Consent, and AI/IP Protection).
I understand fees are non-refundable unless required by law or explicitly stated otherwise, and I consent to event recording and reuse where applicable.

Optional Signature Block (If You Use Signed PDFs)

Consultant: Sue Sutcliffe

Client Name: ______________________________

Client Signature: __________________________

Date: ______________________________

Implementation Tip: If you use a checkout page, place a required checkbox that links to this page.
If you use event registration, include the checkbox and a short “recording consent” line immediately above the submit button.

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