These Terms & Conditions (“Terms”) govern your access to and use of Blackwood Legal Services’ website, services, and deliverables (collectively, “Services”). By accessing or using the Services, you agree to be bound by these Terms.
Definitions
“Client” means the individual or entity engaging Blackwood Legal Services (“Blackwood”) for services.
“Deliverables” means any reports, documents, contracts, research memos, outputs, or materials provided to the Client under the engagement.
“Confidential Information” means nonpublic information disclosed by either party in connection with the services, including business plans, documents, or client data.
Scope of Services
Blackwood agrees to perform for the Client the services described in a separate engagement letter, proposal, or statement of work (“SOW”). The deliverables, timelines, fees, and milestones shall be as set forth therein. Any tasks beyond that scope require a separate agreement or amendment.Engagement / Acceptance
The Client’s acceptance of the proposal or payment of any upfront fees constitutes acceptance of the SOW and these Terms.Fees, Payment & Billing
a. The Client shall pay fees as specified in the SOW.
b. Unless otherwise stated, all invoices are due within [e.g. 30] days from the invoice date.
c. Late payments will incur interest at [e.g. 1.5% per month] or the maximum permitted by law, whichever is less.
d. Expenses (e.g. travel, third-party costs) reasonably incurred in delivering the services will be reimbursed by the Client, if agreed in advance.
e. If the Client disputes any portion of an invoice, the Client must notify Blackwood within [e.g. 10 days], but still pay the undisputed portion on time.Client Obligations & Cooperation
a. The Client shall provide accurate, complete, and timely information, documents, and access as needed.
b. The Client shall designate a contact person authorized to make decisions.
c. Blackwood is not responsible for delays caused by client noncooperation.Confidentiality
a. Each party shall keep Confidential Information strictly confidential and use it only for purposes of the engagement.
b. This obligation survives the termination of the engagement for [e.g. 3–5 years] (or as mandated by applicable law).
c. Exceptions: information that (i) is or becomes public other than through breach, (ii) already known to recipient, (iii) lawfully received from third parties, or (iv) required to be disclosed by court order (with prior notice).Data Protection / Security
a. Blackwood shall use reasonable technical and organizational measures to protect client data.
b. In case of data breach or unauthorized access affecting Confidential Information, Blackwood will promptly notify the Client and take remedial action.
c. Unless otherwise agreed, Blackwood may retain copies of project documents for archival, compliance, and internal recordkeeping, subject to confidentiality.Intellectual Property & Usage Rights
a. Unless otherwise specified in the SOW, all background IP (preexisting) remains the respective party’s property.
b. The Deliverables are licensed (not sold) to the Client for internal use only, unless otherwise agreed.
c. Blackwood retains the right to use non-identifiable versions of deliverables for marketing, training, or portfolio (so long as client confidentiality is respected).Warranties & Disclaimers
a. Limited Warranty: Blackwood warrants that it will perform the services with reasonable care and skill in accordance with prevailing industry standards.
b. Disclaimer: Except for the limited warranty, Blackwood disclaims all other warranties, express or implied (including fitness for a particular purpose, merchantability, non-infringement).
c. The Client acknowledges that legal outcomes cannot be guaranteed; Blackwood does not guarantee any particular outcome, success, or decision by courts or authorities.Limitation of Liability
a. To the maximum extent permitted by law, Blackwood’s total liability to the Client (whether in contract, tort, negligence or otherwise) is limited to the total fees paid by the Client under the relevant SOW.
b. In no event shall Blackwood be liable for indirect, incidental, consequential, special, or punitive damages (e.g. loss of profits, business interruption).
c. Some jurisdictions do not allow limitation of liability for gross negligence or willful misconduct; accordingly, such limitations may not apply to those jurisdictions.Indemnification
The Client agrees to indemnify, defend and hold harmless Blackwood and its employees, contractors, and agents from and against any third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from (i) the Client’s misuse of deliverables, (ii) Client’s violation of applicable law or these Terms, or (iii) reliance on Client-supplied information that is incorrect or incomplete.Termination / Suspension
a. Either party may terminate the engagement with [e.g. 30 days’] written notice, subject to fulfilling obligations accrued until termination.
b. Blackwood may suspend services immediately (without liability) if the Client fails to pay, breaches confidentiality, or fails to cooperate.
c. Upon termination:
i. Client must pay for services rendered up to termination date (pro-rata).
ii. Each party returns or destroys Confidential Information of the other (as agreed).
iii. Any licenses granted will revert per the agreement.Governing Law & Dispute Resolution
a. These Terms and any disputes arising hereunder are governed by the laws of [Your State / Country; e.g. the Indian state where your business is registered].
b. Any disputes shall be resolved through [e.g. arbitration / mediation / courts of jurisdiction in City, State].
c. The parties irrevocably submit to the exclusive jurisdiction of the courts of that chosen jurisdiction.Force Majeure
Neither party shall be liable for delays or failures due to causes beyond its reasonable control (e.g., acts of nature, war, strikes, pandemics, government action). The affected party will notify the other and use reasonable efforts to resume performance.Severability
If any provision of these Terms is found invalid or unenforceable by a court or arbitrator, the remaining provisions will survive and be enforceable to the maximum extent permitted by law.Waiver
No waiver by either party of any right or breach under these Terms shall be effective unless in writing. A waiver of one breach does not constitute waiver of subsequent breaches.Entire Agreement / Amendments
These Terms, together with the SOW and any related documents, constitute the entire agreement between the Client and Blackwood, superseding all prior agreements or understandings. Any amendments must be in writing and signed by both parties.Assignment
The Client may not assign its rights or obligations under these Terms without Blackwood’s prior written consent. Blackwood may assign or subcontract in whole or part, provided that Blackwood ensures subcontractors comply with confidentiality and security obligations.Notices
All notices (including invoices, termination notices, or other formal communications) shall be in writing and delivered by email to the addresses specified in the SOW or via registered mail (or equivalent). Notice is considered given when delivered or on the date specified in the notice.Third-Party Links / External Content
The website may contain links to third-party websites or content. Blackwood is not responsible for the accuracy, legality, or content of those external sites. Use such links at your own risk.Updates to Terms
Blackwood reserves the right to update or modify these Terms at any time. The updated Terms will be posted on the website with a new “Last Updated” date. Continued use of the Services after changes constitutes acceptance of the revised Terms.
