Terms & Conditions

Scope of These Terms

These Terms & Conditions describe the standard terms on which Cartographer Consulting LLC ("Cartographer," "we," "us," or "our") provides consulting services to its clients (each, a "Client").

These Terms are contractually binding on an engagement where the signed MSA or SOW references them, or where the Client has otherwise agreed to them in writing. Absent that reference or agreement, they describe Cartographer's standard position rather than binding the parties, and the signed documents govern.

Terms used on this page. "Agreement" means the signed MSA together with the applicable SOW and any Change Order to it. "Services" means the consulting services described in the applicable SOW. "Deliverables" means the strategies, recommendations, reports, presentations, documentation, and configurations Cartographer creates for the Client under the Agreement. A "Client's client" means an end client of the Client for whom Cartographer delivers under a white-label arrangement. Where the Agreement defines any of these terms differently, the Agreement's definition controls.

Content on this website is provided for general information and does not constitute an offer, a quote, or professional advice. No engagement begins, and no obligation to deliver or pay for services arises, until a Master Services Agreement ("MSA"), a Non-Disclosure Agreement ("NDA"), and a Statement of Work ("SOW") are signed by both parties. Confidentiality obligations are the exception: they begin earlier, under our Assumed Non-Disclosure Agreement, so that pre-engagement conversations are protected before anything is signed.

Order of Precedence

Where these Terms conflict with an executed agreement between Cartographer and a Client, the following order controls, from highest authority to lowest:

1. The signed Non-Disclosure Agreement, as to confidentiality matters
2. The signed Master Services Agreement
3. The applicable signed Statement of Work, including any signed Change Order to it
4. Our Assumed Non-Disclosure Agreement, as to confidentiality matters arising before an NDA is executed
5. These Terms & Conditions

The NDA sits above the MSA because the MSA itself provides that the NDA governs confidential information exchanged between the parties. For every other subject, the MSA controls.

These Terms are not a substitute for a signed agreement and they do not amend one. An executed MSA, NDA, or SOW supersedes these Terms as to any matter it addresses, and nothing on this website modifies terms a Client has already executed.

Use of This Website

This section applies to everyone who visits cartographerconsulting.com, whether or not they become a client.

License to view. Cartographer grants you a limited, revocable, non-exclusive license to access and view this website and its content for your own informational and internal business use. All content on the site — text, graphics, layout, methodology descriptions, and downloadable material — is owned by Cartographer or its licensors and is protected by copyright and other intellectual property laws.

Acceptable use. You may not: scrape, crawl, harvest, or use any automated means to extract content or contact information from the site, except that well-behaved search-engine crawlers respecting our robots.txt are welcome; use site content to train, fine-tune, or evaluate a machine-learning model; republish, resell, or redistribute site content as your own; frame or mirror the site; probe, scan, or test the vulnerability of the site or circumvent any access control; interfere with the site's operation or with other visitors' use of it; or use the site for any unlawful purpose.

No professional advice; no warranty. Site content is general information, not legal, tax, financial, or professional advice, and is not a substitute for an engagement. The site and its content are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability. Cartographer may change, suspend, or discontinue the site or any part of it at any time.

Limitation for site visitors. To the maximum extent permitted by applicable law, Cartographer's total liability to any visitor arising out of that person's use of, or inability to use, this website — where no signed agreement between the parties applies — shall not exceed one hundred dollars ($100), and Cartographer shall not be liable for any indirect, incidental, special, consequential, or punitive damages. This limitation does not limit any right you have under applicable data protection law, and it does not apply to Cartographer's obligations under our Assumed Non-Disclosure Agreement, which carries its own limitation of liability.

Third-party links. The site may link to third-party sites and resources. Cartographer does not control them, does not endorse them, and is not responsible for their content, terms, or privacy practices.

Copyright complaints. If you believe content on this site infringes your copyright, send a notice with the information required by 17 U.S.C. § 512(c)(3) to Cartographer's designated copyright agent: Copyright Agent, Cartographer Consulting LLC, 11120 East Ocean Air Drive, Suite 101-35, San Diego, CA 92130, or by email to legal@cartographerconsulting.com.

Governing law for site use. Use of this website is governed by the laws of the State of California, and the state and federal courts located in San Diego County, California have exclusive jurisdiction over any dispute arising from site use, except where the Assumed Non-Disclosure Agreement's arbitration provision applies.

White Label Services

Where specified in the applicable SOW, Cartographer delivers services under the Client's name and brand ("white-label delivery"). For that purpose, the Client grants Cartographer a limited, non-exclusive, non-transferable, royalty-free license to use the Client's name, trademarks, and brand assets solely to deliver the contracted Services, in accordance with the Client's brand guidelines, and terminating automatically when the engagement ends. Cartographer acquires no other right in the Client's marks and will not register or contest them.

In the event that the Client wishes to provide Cartographer a "Doing Business As" email account, Cartographer agrees to include this account in all communications related to the scope of services outlined within the applicable Agreement.

The Client may also authorize Cartographer to use a shared login for tools and resources related to the engagement (including but not limited to Asana, Slack, and HubSpot). Where the Client does so:

• The account is a named account provisioned by the Client in the Client's own tenant, protected by multi-factor authentication, and granted without administrative rights where the platform allows
• Access is limited to Cartographer and, where necessary, Cartographer's approved subcontractors, and only with the Client's explicit permission
• The Client remains responsible for confirming that shared access is consistent with its own licensing terms with the relevant platform
• Cartographer will use individually named accounts instead wherever the Client prefers or the platform requires, and recommends this as the default because it preserves audit-log attribution

Communications & Access

Electronic Communications

For all Electronic Communications, both parties agree to a forty-eight (48) business hour turnaround time for responses. Emergency response times of twenty-four (24) business hours apply only where separately contracted. After-hours support is available by arrangement only. Both parties acknowledge that extenuating circumstances may extend these timelines.

Digital Asset Management (DAM) Access

When applicable, the Client agrees to provide Cartographer access to a catered repository. This DAM will house discussion items, reference information, and other shared information between the two parties. Because the repository is provisioned and administered on the Client's systems, the Client retains responsibility for user provisioning, access review, and de-provisioning within it. Cartographer will promptly notify the Client of any access that appears to be incorrectly provisioned and will request removal of its own personnel's access when they roll off the engagement.

Background Check

When applicable, Cartographer will make its personnel and approved subcontractors available for a background check requested by the Client, subject to each individual's informed written consent and to applicable law, including the federal Fair Credit Reporting Act and California's Investigative Consumer Reporting Agencies Act. The process, logistics, and costs of the background check are managed by the Client, which acts as the "user" of any consumer report and retains the associated notice and adverse-action obligations. Where an individual declines, Cartographer will staff the engagement with someone else.

Costs & Fees

Pricing Structure

Specific details about pricing are outlined within each Client's contract and scope of work.

The total project cost is divided into equal monthly installments. Invoices are issued on the first (1st) of each month and are due Net-15 days of the invoice date. Electronic payment is preferred.

Expenses

Travel and other out-of-pocket expenses require prior written approval. Approved expenses are billed at actual cost, with documentation provided alongside the monthly invoice.

Rush Requests

Rush requests are not permitted at any time unless Cartographer has given written, explicit permission.

Term and Renewal

Each SOW states its own initial term. Cartographer's standard initial term for a retainer engagement is six (6) months.

After the initial term, a retainer engagement continues in successive three-month renewal periods. The first renewal period begins the day after the initial term ends; each subsequent renewal period begins the day after the previous one ends. Renewals continue for no more than one (1) year past the end of the initial term; to continue beyond that, the parties execute a new SOW.

Each SOW will state its start date and initial term, from which both parties can calculate every subsequent renewal date. Cartographer will also state the current period's end date on each monthly invoice.

The MSA itself continues in effect until terminated according to its own terms, independent of any SOW's term.

Cancelation

Two separate rights operate here, and it matters which one a party uses:

A notice under this section must state which of the two rights the party is exercising. A notice that does not say is treated as a notice of non-renewal.

Non-renewal. Either party may decline to renew by giving written notice at least thirty (30) days before the end of the current initial or renewal period. The engagement then ends on the last day of that period, and no wind-down charge applies.

Termination during a term. Either party may terminate mid-term on thirty (30) days' written notice. Material breach permits immediate termination if the breach is not cured within fifteen (15) days of written notice.

Where the Client terminates mid-term other than for Cartographer's uncured material breach, the Client remains responsible for:

• Payment for all Services performed through the termination date
• A wind-down charge equal to twenty percent (20%) of the remaining contract value for the then-current term
• Any outstanding approved expenses

The parties agree that the wind-down charge is a reasonable estimate, made at the time of contracting, of Cartographer's unrecoverable costs of an early exit — capacity reserved and no longer resellable on short notice, ramp-up effort that does not carry to another engagement, and reallocation of personnel — and is not a penalty. No wind-down charge applies where Cartographer terminates, where the Client terminates for Cartographer's uncured material breach, or on non-renewal.

Delinquency

Cartographer counts on receiving payments on time. Payments not received within fifteen (15) days of the invoice date will be assessed a five percent (5%) late fee. If the amount remains delinquent, an additional ten percent (10%) fee will be added for each thirty (30) days the payment remains overdue.

Late charges are intended to compensate Cartographer for the administrative and financing cost of delayed payment, and apply only to the maximum extent permitted by applicable law. If a late charge is found to exceed what applicable law permits, it is reduced to the maximum permitted amount and the remainder of this section stays in effect.

Cartographer may pause all active work until delinquent payments are resolved. Pausing work is a remedy, not an obligation, and Cartographer's decision not to pause does not waive any amount owed.

The Client is responsible for any collection costs, including reasonable legal fees.

Dynamic Work

Cartographer reserves the right to propose modifications to the contract timeline, estimates, costs, payment schedules, and the working relationship based on fluctuations uncovered during the engagement. Any such modification will be documented through the Change Order process and signed by both parties before taking effect.

Effort Ceiling and Overage

Costs, fees, timelines, and estimates include all meetings, discussions, effort, and time spent on efforts as outlined within the Agreement.

Cartographer will notify the Client in writing before the allocated effort in a SOW is exhausted. Effort beyond the allocated amount is billed at Cartographer's standard rate of $250 per hour, and Cartographer will not bill overage without the Client's prior written approval. Absent that approval, Cartographer may pause work at the allocated ceiling rather than continue at the Client's cost.

Meetings

Both the Client and Cartographer agree to make every reasonable effort to be present for all scheduled discussions. Cartographer understands that uncontrollable circumstances arise. To ensure healthy flexibility, both parties agree to a target of no more than two (2) reschedule requests per meeting; a third or subsequent reschedule may be treated as a scheduling delay under "Excessive Delays" below.

• Twenty-four (24) hours' written notice is required to reschedule or cancel a scheduled meeting. Reschedules or cancellations with less notice may incur a surcharge at Cartographer's standard rate of $250 per hour, reflective of the time reserved.
• A Client no-show with no notice incurs a one-hour charge of $250.
• Surcharges may be waived at Cartographer's discretion or by mutual agreement.
• Where Cartographer reschedules with less than twenty-four (24) hours' notice, no charge applies to the Client and Cartographer will offer the earliest practical replacement time.

Legal

Intellectual Property

The topics, ideas, and concepts discussed within our communications shall be treated as proprietary, and there shall be no appropriation, resale, or other action that may be construed as misappropriation by either party. Attribution and credit are governed by the "Publicity" provision below. This provision applies to any clients, subcontractors, or other entities involved within any scope of the engagement for either party.

Cartographer's intellectual property. Cartographer retains all right, interest, and ownership in its intellectual property — including educational content, templates, illustrations, technological setup, methodologies, and frameworks — that existed prior to the Agreement or was developed outside the scope of the Agreement and any applicable SOW. Cartographer grants the Client a perpetual, non-exclusive, royalty-free license to use any such pre-existing intellectual property that is included in work product delivered to the Client.

Client's intellectual property. The Client retains all rights in its pre-existing materials and processes, its confidential business information, its Client-specific implementation details, and its data and content.

Deliverables. Upon full payment of all amounts due under the applicable SOW, Cartographer assigns to the Client all right, title, and interest in the Client-specific strategies, recommendations, documentation, and configurations created for the Client under that SOW, and the Client receives the license to Cartographer's pre-existing intellectual property described above. Cartographer will execute any further instrument the Client reasonably requests to confirm that assignment. Cartographer may apply general concepts, know-how, and methodologies in other engagements.

Publicity. Neither party may use the other's name, marks, logo, or a description of the engagement in marketing, a case study, a press release, or a public statement without that party's prior written consent. Consent for a specific case study or reference may be given by email and may be withdrawn prospectively.

Except for the licenses and assignments expressly granted in this section, neither party acquires any right in the other party's intellectual property, and neither party may use the other's intellectual property or completed works without the express written consent of that party.

Warranty Disclaimer & Limitation of Liability

Cartographer warrants professional service delivery, the use of expertise and best practices, the creation of original work products, and the use of qualified personnel.

CARTOGRAPHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

Except as stated below, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost savings, arising out of or relating to the Agreement, regardless of cause. Cartographer's total liability for all claims arising out of or relating to an engagement shall not exceed the total amount paid by the Client under the applicable SOW.

These limitations do not apply to liability arising from acts or omissions not in good faith, reckless or intentional misconduct, knowing violation of law, or any transaction from which a party derived an improper personal benefit. They also do not apply to the Client's breach of its confidentiality obligations, the Client's infringement of intellectual property rights, or the Client's obligation to pay amounts due for Services performed.

Confidentiality

Each party will protect the other's proprietary information with at least reasonable care, and with no less care than it applies to its own confidential information of similar sensitivity. Neither party will disclose, share, or distribute the other's proprietary information except as permitted below.

Permitted disclosures. Either party may disclose the other's proprietary information to its own employees, contractors, subcontractors, and professional advisors who need to know it for the engagement and who are bound by confidentiality obligations at least as protective as these. Either party may also disclose where required by law, regulation, subpoena, or court order, provided it gives the other party prompt written notice where legally permitted, discloses only the portion legally required, and uses reasonable efforts to obtain confidential treatment.

Exclusions. These obligations do not apply to information that was publicly known at the time of disclosure; became publicly known through no fault of the receiving party; was rightfully known to the receiving party before disclosure; was independently developed without use of the disclosing party's information; or was rightfully received from a third party without a confidentiality obligation.

Cartographer requires all personnel who work on a Client's engagement — employees, contractors, and subcontractors alike — to be bound by confidentiality obligations no less restrictive than those Cartographer owes that Client, and flows down any longer or stricter client-specific period to them. See our Vendor Policy.

Where a Non-Disclosure Agreement has been executed between the parties, that NDA governs confidential information exchanged between them. Before an NDA is executed, our Assumed Non-Disclosure Agreement applies.

Relationship of Parties

Cartographer shall be an independent entity, not an employee of the Client or of any company affiliated with the Client. This Agreement does not create a partnership or joint venture, and neither party is authorized to act as agent for or bind the other party except as expressly stated in the Agreement.

Non-Exclusivity

Both parties expressly acknowledge that the Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Cartographer, and Cartographer shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by Cartographer.

Warranties

The Client represents, warrants, and covenants that:

1. The Client has full right, power, and authority to enter into and perform the Agreement;
2. The Client will comply with all laws and regulations applicable to its own business and operations;
3. The Client will provide timely access to required systems, documentation, key personnel, and decision makers;
4. The Client will provide timely feedback, required approvals, and resource allocation, and will participate in strategic planning, review cycles, status meetings, and training sessions as contemplated by the applicable SOW.

Cartographer represents, warrants, and covenants that:

1. Cartographer has full right, power, and authority to enter into and perform the Agreement;
2. All services will be rendered by personnel who possess the qualifications required to perform them;
3. Work will be performed in a timely and professional manner consistent with industry standards;
4. Work product delivered to the Client will be original to Cartographer or properly licensed.

Change Orders

1. If the Client, or a client of the Client for whom Cartographer is delivering under a white-label arrangement (a "Client's client"), makes any changes to the applicable SOW's scope of work, the change must be documented in a written "Change Order" detailing the additional work to be performed and any associated costs and fees, and signed by both parties. An exchange of emails in which each party expressly confirms the described change, cost, and schedule impact satisfies this requirement; a request in an email that goes unanswered does not.
2. Cartographer may extend or modify any delivery schedule or deadline for deliverables as may be required by such changes.
3. Cartographer shall be entitled to request written clarification of any concern, objection, or correction. The parties acknowledge and agree that Cartographer's ability to meet any and all schedules is entirely dependent upon the Client's prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the assigned retainer tasks, and that any delays resulting from the Client's performance, or from changes in the Services or Deliverables requested by the Client or the Client's client(s), may delay delivery of the Deliverables and shall not constitute a breach of any term, condition, or obligation of Cartographer under the Agreement.
4. Cartographer will exercise reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to the Client. Cartographer shall notify the Client, in writing, of any known failure of a Deliverable to comply with the specifications set forth in the applicable SOW. The Client shall notify Cartographer, in writing, within ten (10) business days of delivery, of any objections, corrections, changes, or amendments the Client or the Client's client(s) wishes made to a Deliverable. Any such written notice shall be sufficient to identify with clarity the objection, correction, change, or amendment, and Cartographer will undertake to make the same in a commercially timely manner. If the Client provides no such notice within that ten (10) business day period, the Deliverable is deemed accepted on the eleventh business day after delivery.

Excessive Delays

If the Client's actions or inactions cause substantial delays — including non-response for more than five (5) business days, failure to provide required resources within agreed timeframes, repeated rescheduling of critical meetings, or a pattern of missed deadlines for Client deliverables — Cartographer may:

• Adjust project timelines and fees accordingly
• Place the project on hold until the issues are resolved
• Terminate the engagement with written notice if delays exceed thirty (30) days

Additional resource allocation, out-of-pocket expenses, or extended project duration resulting from Client delays may result in additional charges at Cartographer's standard rate of $250 per hour, or in additional monthly fees to cover an extension of the term.

Indemnification / Liability

Each party's indemnity below is triggered only by a third-party claim. Neither indemnity covers a direct claim by one party against the other for breach of the Agreement; those claims are governed by the Limitation of Liability provision above and are subject to its cap and exceptions.

The Client's responsibility. The Client agrees to indemnify, defend, and hold harmless Cartographer from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party in connection with the Services and arising out of any breach of the Client's responsibilities, obligations, representations, or warranties under the Agreement.

Cartographer's responsibility. Cartographer agrees to indemnify, defend, and hold harmless the Client from any damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party in connection with the Services and arising out of any breach of Cartographer's responsibilities, obligations, representations, or warranties under the Agreement.

Procedure, applicable in both directions. The party seeking indemnity (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any claim or suit for which it seeks indemnity; failure to give prompt notice reduces the Indemnifying Party's obligation only to the extent it is actually prejudiced by the delay. The Indemnifying Party shall have control of the defense and of related settlement negotiations, provided it may not settle any claim in a way that imposes a non-monetary obligation on, or requires an admission of liability by, the Indemnified Party without that party's prior written consent. The Indemnified Party shall provide commercially reasonable assistance and information at the Indemnifying Party's expense, and may participate in the defense with its own counsel at its own cost.

Force Majeure

Neither party shall be deemed in breach of the Agreement to the extent it is unable to perform by reason of fire, act of God (including hurricane, tornado, flood, or earthquake), war, civil unrest, epidemic, labor action, failure of a public utility or telecommunications network, governmental order or regulation, or any other event beyond that party's reasonable control.

The affected party shall give the other party written notice within five (5) business days of the event, describing the expected impact, and shall propose revisions to the timeline. Both parties shall use commercially reasonable efforts to mitigate the effect of the event and to resume performance. Where a force majeure event prevents substantial performance for more than thirty (30) consecutive days, either party may terminate the affected SOW on written notice, and the Client's only remaining obligation is payment for Services performed through the date performance was suspended.

This provision does not excuse a failure to pay amounts already due.

Governing Law & Dispute Resolution

The formation, construction, performance, and enforcement of the Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law provisions of California or of any other jurisdiction.

Escalation first. In the event of a dispute, the parties shall first attempt resolution by good-faith negotiation. Where the MSA sets out an escalation process, the parties shall follow it. Where it does not, the party raising the dispute shall give written notice describing it, the other party shall respond in writing within five (5) business days, and the parties shall meet within ten (10) business days of the notice to attempt resolution.

Arbitration. Any dispute not resolved within thirty (30) days of the initial written notice shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with venue in San Diego, California. The arbitrator shall decide all questions of arbitrability. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

Provisional relief. Notwithstanding the above, either party may seek temporary or preliminary injunctive relief in the state or federal courts located in San Diego County, California, to prevent irreparable harm pending arbitration. The parties consent to the jurisdiction and venue of those courts for that purpose and for enforcement of an arbitration award.

Fees. The prevailing party in any arbitration or litigation arising out of the Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Severability

Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law. If any provision is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect, and the invalid or unenforceable provision shall be modified or replaced by a valid and enforceable provision that most closely reflects the original intent.

Notices

Notices required under these Terms must be in writing and are effective on delivery. Notice may be given by email to the address each party designates for notices in the applicable SOW, with confirmation of receipt, or by certified mail or nationally recognized overnight courier to the address stated in the MSA. Notice to Cartographer may be sent to the address at the end of this page. A party may change its notice address by giving notice of the change.

Assignment

Neither party may assign the Agreement, or any right or obligation under it, without the other party's prior written consent. Any attempted assignment without consent is void. The Agreement binds each party's permitted successors and assigns.

Survival

The following survive termination or expiration of the Agreement: Intellectual Property; Warranty Disclaimer & Limitation of Liability; Confidentiality; Indemnification / Liability; Governing Law & Dispute Resolution; Notices; Severability; and the Client's obligation to pay amounts accrued before termination.

Entire Agreement & Amendments

The signed MSA and NDA, together with all SOWs and Change Orders, and these Terms where the MSA or SOW references them, constitute the entire agreement between the parties.

Modifications must be in writing and signed by both parties. For this purpose, an exchange of emails in which each party expressly confirms the change — including its cost and schedule impact where applicable — is a writing signed by both parties. A request sent by email that the other party does not expressly confirm is not.

Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page, post the updated Terms here, and keep a dated copy of the superseded version in our version archive, available on request.

Updates apply prospectively. An engagement already underway continues to be governed by the version of these Terms in effect on the date its MSA was executed, unless the parties amend the agreement in writing. We encourage you to review this page periodically.

Contact Us

If you have any questions about these Terms & Conditions, please contact us.

Cartographer Consulting LLC 11120 East Ocean Air Drive, Suite 101-35 San Diego, CA 92130