Terms of Service

1. Acceptance of these terms

These Terms of Service form a legal agreement between you and Ashley Koehler Consulting, LLC. They apply to every visit to the website, every message sent to the planning room, and every consulting engagement unless a signed statement of work expressly replaces a particular provision.

Where a proposal or statement of work has been signed by both parties, that document takes precedence over these terms for the matters it addresses. For matters it does not address, these terms continue to apply. Where these terms conflict with a mandatory provision of law, the law prevails and the remaining provisions stay in force.

If you use the website on behalf of an organization, you represent that you have the authority to accept these terms for that organization and that the organization will be responsible for compliance with them. If you do not have that authority, please do not use the website or submit information through it.

We may ask you to confirm acceptance of these terms at the start of an engagement. Electronic acceptance, an email confirming agreement, or a signed proposal is sufficient evidence of acceptance.

2. Definitions

The following definitions apply throughout these terms. Additional defined terms may appear in a statement of work, in which case the definition in that document applies to that engagement.

• Company. Ashley Koehler Consulting, LLC, a limited liability company with its planning room at 1976 Heywood Dr, Kaysville - 84037-9421, United States (US).
• Website. The pages, stylesheets, scripts, and documents published at koehlerconsulting.buzz and at any subdomain operated by the company.
• Services. The consulting work described on the website and in a statement of work, including operations roadmapping, systems selection and integration, workflow design, team process coaching, vendor and tool evaluation, and ongoing advisory retainers.
• Client. The organization or individual that engages the company for services.
• Statement of work. A written document, whether a proposal, an engagement letter, or a schedule, that describes the scope, timing, and fees for a particular engagement.
• Deliverables. The documents, maps, diagrams, plans, reports, and other materials prepared by the company for the client as part of an engagement.
• Client materials. Information, documents, access credentials, and other materials supplied by the client for use in an engagement.
• Business day. Monday to Friday, excluding public holidays observed in the state of Utah, United States.

3. Use of the website

The website is provided for information and for contacting the planning room. You may browse the pages, read the content, print a copy for your own reference, and share links with colleagues. You may not use the website in a way that interferes with its operation, attempts to gain unauthorised access to any system, or imposes an unreasonable load on the hosting platform.

You agree not to use the website to submit unlawful, misleading, abusive, or harmful content, to transmit malware, to conduct automated scraping in a way that burdens the service, or to impersonate another person. You also agree not to remove or obscure any copyright notice or attribution on a page or document.

The website is provided as a general introduction to the services of the company. It is not a substitute for a written proposal, and no statement on the website creates a binding engagement on its own. Prices, availability, and service descriptions may change without notice.

We may suspend or restrict access to the website, or to part of it, at any time for maintenance, security, or operational reasons. We will make reasonable efforts to keep interruptions short, but we do not guarantee uninterrupted availability.

4. Our services

Ashley Koehler Consulting, LLC provides management and systems consulting to small operations and growing teams. The services are grouped into six areas, and most engagements combine several of them rather than using only one.

• Operations roadmapping. A written picture of how the operation runs today and a sequenced plan for the changes that will remove the most friction over the coming year.
• Systems selection and integration. Evaluation of the tools a client needs, selection of a sensible set, and connection of those tools so that information moves without re-keying.
• Workflow design. Mapping the route a job takes from first enquiry to final invoice, redesigning the handoffs, and documenting the result in a checklist the team can use.
• Team process coaching. Practical coaching of managers and staff as new routines go live, using real jobs and real meetings rather than abstract training slides.
• Vendor and tool evaluation. Comparison of vendors against written workflows, covering pricing, implementation effort, data ownership, support quality, and exit terms.
• Ongoing advisory retainers. A monthly review, a set number of advisory hours, and a direct line for decisions that arise between reviews.

The services are delivered by a small team and always involve conversation with the client. The company does not install, configure, or administer third party software as a managed service provider unless a statement of work says so expressly. Recommendations are based on the information available at the time and on the judgment of the consultant who has spoken with the client.

Service descriptions on the website are indicative. The precise scope of an engagement is always set out in a statement of work, including the passes to be delivered, the meetings included, the written outputs, and the assumptions on which the estimate is based.

5. Proposals and statements of work

An engagement begins when the client accepts a written proposal or signs a statement of work. The proposal describes the background, the scope, the deliverables, the timing, the fee, and the assumptions. A statement of work may also set out the access the company needs, the people who will be involved, and the review points at which the client will provide feedback.

Acceptance may take place by signature, by a written email that confirms the terms, or by payment of the first invoice where the proposal says that payment is the form of acceptance. Once accepted, the statement of work and these terms together form the agreement for the engagement.

If the client asks for work outside the agreed scope, the company will explain the effect on timing and fee before starting the additional work. Additional work is confirmed in writing, usually as a short change note or a revised statement of work. The company is not obliged to begin out of scope work until the change has been agreed.

Proposals remain open for thirty days from the date of issue unless they state otherwise. Amounts quoted in a proposal are exclusive of taxes unless the proposal says they are inclusive.

6. Client obligations

A consulting engagement depends on cooperation from the client. To allow the company to deliver the services properly, the client agrees to take reasonable steps including the following.

• Nominate a single point of contact who has authority to make decisions for the engagement and who can arrange access to the people the consultant needs to speak with.
• Provide accurate and complete information about the operation, including the processes, systems, and constraints that affect the work.
• Make the intended participants available for the interviews, workshops, and review sessions agreed in the statement of work.
• Respond to requests for feedback within the period stated in the statement of work, or within five business days if no period is stated.
• Ensure that any credentials, access, or data supplied to the company are supplied lawfully and with the appropriate internal approval.
• Keep the company informed of any change that may affect the engagement, including a change in leadership, a merger, or a significant change in the systems in use.
• Comply with the terms of any third party software license that is used as part of the engagement.

If the client does not provide the required cooperation, the company will say so in writing. Delays caused by the client may extend the engagement timeline and may result in an additional fee where the delay requires the company to reserve time that cannot be used or to re-plan work already underway. The company will always discuss such a fee with the client before it is applied.

7. Fees, invoicing and payment

Fees are set out in the statement of work. The company may price an engagement as a fixed fee for a defined scope, as a daily or hourly rate, or as a monthly retainer with a stated number of hours. Where an engagement is estimated rather than fixed, the company will tell the client as soon as it becomes clear that the estimate is likely to be exceeded.

Unless the statement of work says otherwise, invoices are issued at the start of an engagement, at agreed milestones, or monthly for retainers. Invoices are payable within fourteen days of the invoice date. Payment may be made by bank transfer or by another method agreed in writing. The client is responsible for any bank charges that apply to the chosen method.

Fees are exclusive of sales tax, use tax, value added tax, and any similar charge that may apply. Where such a charge applies, it will be added to the invoice and accounted for in the usual way. The client is responsible for any taxes that apply in its own jurisdiction.

If an invoice remains unpaid after the due date, the company may charge interest on the overdue amount at the rate of one percent per month, calculated from the due date until payment. The company may also suspend work while an undisputed invoice remains unpaid, provided that it has given the client written notice and a reasonable opportunity to pay.

Invoices must be queried in good faith within ten business days of receipt. Where part of an invoice is disputed, the client pays the undisputed part on time and the parties discuss the remainder in good faith.

Expenses such as travel, accommodation, and third party software licences are not included in fees unless the statement of work says so. Where expenses are required, they are agreed in advance and billed at cost with supporting records.

8. Scheduling, changes and cancellation

Meetings are scheduled by agreement and confirmed in writing. The company will give as much notice as it can of any change on its side and will offer an alternative time where possible. The client is asked to give at least two business days of notice when cancelling or moving a meeting.

Where the client cancels a meeting with less than two business days of notice, or does not attend, the company may charge for the reserved time at its standard rate. The company will waive such a charge where the cancellation is due to an emergency or another circumstance beyond the control of the client.

An engagement may be rescheduled by agreement where both parties need to move the timeline. The company will confirm the revised dates in writing. Where a reschedule would cause the company to lose time already reserved for the engagement, the parties will discuss how the cost is shared before the new dates are confirmed.

Retainers are reviewed each quarter. Either party may propose a change to the number of hours, the review cadence, or the scope of the retainer for the next quarter, and the change takes effect when confirmed in writing. A retainer may be ended with thirty days of written notice, with fees for the notice period payable in the normal way.

9. Deliverables and intellectual property

The company prepares deliverables for the client as part of the engagement. These may include written roadmaps, process maps, workflow checklists, system inventories, vendor comparison tables, training notes, and handover documents. Each deliverable is described in the statement of work.

When the client has paid the fees for the engagement in full, the company grants the client a perpetual, worldwide, non-exclusive, royalty free licence to use, copy, adapt, and share the deliverables within the client organization and with its professional advisers. The client may not resell the deliverables or publish them as a commercial product without written permission from the company.

The company retains ownership of its underlying methods, templates, frameworks, and general know how, including any material that predates the engagement or that is developed for use across clients. The deliverables may incorporate such material, and the licence above covers its use within the deliverables but not its separate extraction or reuse.

Client materials remain the property of the client. The client grants the company a licence to use client materials only as needed for the engagement. The company will return or delete client materials at the end of the engagement where the client asks, subject to record keeping obligations described in the Privacy Policy.

The website, its text, layout, styling, and code are owned by the company and are protected by copyright and other laws. No licence to reuse the website design or code is granted except as necessary to view the site in a browser.

10. Confidentiality

Each party may receive confidential information from the other during an engagement. Confidential information includes business plans, financial information, process documentation, system credentials, client lists, and any other information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Each party agrees to use confidential information only for the purpose of the engagement, to keep it secure, and to disclose it only to people who need it for the engagement and who are bound by confidentiality obligations at least as protective as those in these terms.

Confidential information does not include information that is already public, that was lawfully known to the receiving party before disclosure, that is received from a third party without a duty of confidence, or that is independently developed without use of the confidential information. Where disclosure is required by law or by a competent authority, the receiving party will, where permitted, give the other party notice so that steps can be taken to limit the disclosure.

These confidentiality obligations continue for three years after the end of the engagement. Trade secrets and personal information are protected for as long as the law requires.

11. Data protection in engagements

The company handles personal information in accordance with its Privacy Policy, which is published on this website and forms part of these terms by reference. Where the company processes personal information on behalf of a client, the parties will agree written terms that describe the purpose of the processing, the categories of information, the security measures, and the assistance the company will provide.

The client is responsible for ensuring that it has a lawful basis for any personal information it shares with the company and for providing appropriate notices to the individuals concerned. The client should avoid sharing special category information unless it is necessary for the engagement and the appropriate safeguards are in place.

Where the company becomes aware of a security incident affecting client information, it will notify the client without undue delay and will cooperate with the client in investigating the incident and in meeting any notification obligations that apply to the client.

At the end of an engagement, the company will return or delete client personal information as agreed in the statement of work, subject to any retention required by law. Access credentials shared for the engagement should be rotated by the client once the work is complete.

12. Third party tools and vendors

Part of the consulting work may involve recommending, evaluating, or integrating third party software. The company does not control those products and cannot guarantee their availability, security, performance, or continued support.

Where the client enters into a contract with a third party vendor, that contract is between the client and the vendor. The company is not a party to it and is not responsible for the vendor obligations, pricing changes, outages, or data practices described in it. The company will provide reasonable assistance with vendor selection, contract review, and implementation, but the decision to purchase rests with the client.

Any integration work is based on the interfaces and documentation available at the time. If a vendor changes an interface, deprecates a feature, or withdraws access, the integration may need to be revised. Revision work is quoted separately unless the statement of work includes a maintenance period.

The company may receive a referral credit from a vendor where that is disclosed to the client and agreed in advance. The company does not accept payment from a vendor in exchange for a recommendation that is not in the interest of the client.

13. Professional limits and no legal or financial advice

Ashley Koehler Consulting, LLC provides management and systems consulting. The company is not a law firm, an accounting firm, an investment adviser, or a licensed professional engineer, and the services do not constitute legal, tax, accounting, investment, or engineering advice.

Where an engagement touches on contracts, employment matters, tax treatment, regulatory compliance, or technical safety, the client should obtain advice from a qualified professional in that field. The company may point out issues that need such advice and may coordinate with the client professional adviser, but the company does not replace that adviser.

Recommendations about systems, vendors, and workflows are based on the information available and on professional judgment. They are not a promise of a particular business result. Outcomes depend on many factors outside our control, including market conditions, staff availability, the decisions of vendors, and the way the client implements the recommendations after the engagement.

Any estimate of savings, time recovered, or efficiency gains is an illustration based on assumptions stated in the relevant document. It is not a guarantee, and the client should test the assumptions against its own experience.

14. Warranties and disclaimers

The company warrants that the services will be performed with reasonable skill and care by personnel with appropriate experience for the work, and that the deliverables will be prepared in good faith and with professional attention.

If the client believes that the services have not met this standard, the client should notify the company within thirty days of the relevant deliverable or activity. The company will investigate the concern and, where the concern is justified, will re-perform the affected work or agree another remedy with the client. This is the client primary remedy for a failure of the services.

Except as stated in this section, and to the extent permitted by law, the website and the services are provided as available and without further warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

The company does not warrant that the website will be free of errors or interruptions, that defects will be corrected immediately, or that the website or its hosting will be free of viruses or other harmful components. The client is responsible for maintaining its own backups and security controls.

15. Limitation of liability

Nothing in these terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud, for death or personal injury caused by negligence, or for any other liability that applicable law requires to remain unlimited.

Subject to the previous paragraph, and to the extent permitted by law, the total liability of Ashley Koehler Consulting, LLC arising out of or in connection with an engagement, whether in contract, tort, negligence, breach of statutory duty, or otherwise, will not exceed the total fees paid by the client to the company for the engagement giving rise to the claim during the twelve months before the event that gave rise to the claim.

Subject to the same limits, the company will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, even if the company has been advised of the possibility of such loss.

For the free use of the website, the company liability to a visitor is limited to the extent permitted by law. The website is provided for information, and decisions made on the basis of its content are the responsibility of the reader.

These limits reflect the allocation of risk between the parties and are a fundamental part of the basis on which the company offers its services at the stated fees.

16. Indemnity

The client agrees to indemnify and hold harmless Ashley Koehler Consulting, LLC from any claim, loss, liability, or expense, including reasonable legal fees, arising out of client materials that infringe the rights of a third party, client data that was collected or used unlawfully, or a breach by the client of its obligations under these terms.

The company agrees to indemnify and hold harmless the client from any claim that a deliverable prepared solely by the company infringes the copyright of a third party, provided that the client notifies the company promptly, allows the company to control the defence, and provides reasonable cooperation. This indemnity does not apply where the claim arises from client materials, from a modification made by the client, or from a combination with a product not supplied by the company.

A party seeking indemnity must give the other party prompt notice of the claim, must not settle the claim without the consent of the indemnifying party, and must cooperate in the defence. The indemnifying party may take over the defence with counsel of its choosing.

17. Duration, suspension and termination

These terms apply for as long as you use the website and for the duration of any engagement, and continue to apply after the end of an engagement for the provisions that by their nature should survive, including confidentiality, intellectual property, liability, and governing law.

Either party may end a fixed fee engagement with fourteen days of written notice. The client will pay for work completed and for commitments already incurred up to the end of the notice period. For a retainer, thirty days of written notice applies unless the statement of work states otherwise.

Either party may end the agreement immediately by written notice where the other party commits a material breach and does not remedy it within fourteen days of a written request to do so, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.

The company may suspend services where an invoice remains unpaid after the due date and after written notice, or where continuing the work would require the company to act unlawfully or in breach of a professional obligation. Suspension does not remove the obligation to pay for work already performed.

On termination, the company will deliver the work completed to that point, hand back or delete client materials as agreed, and issue a final invoice. Any licence granted for deliverables takes effect when the final invoice is paid.

18. Force majeure

Neither party is liable for a delay or failure to perform an obligation where the delay or failure is caused by an event beyond its reasonable control. Such events include natural disaster, fire, flood, severe weather, epidemic or pandemic, war, civil unrest, terrorism, a change in law, a widespread failure of the internet or public utilities, and a failure of a major third party service provider that could not reasonably have been avoided.

The affected party will notify the other as soon as reasonably possible, will describe the event and its expected effect, and will take reasonable steps to reduce the impact. Obligations affected by the event are suspended for as long as the event continues.

If the event continues for more than thirty days and materially affects the engagement, either party may end the affected part of the engagement by written notice. The client will pay for work completed up to that point, and the company will return any materials that are no longer needed.

19. Governing law and disputes

These terms are governed by the laws of the state of Utah, United States, without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Davis County, Utah, for any dispute that is not resolved through discussion.

Before starting a formal claim, the parties agree to try to resolve the matter through good faith discussion. A party should send a written notice describing the issue and the outcome it seeks, and the parties should meet within fourteen days to discuss it. This step is intended to keep small disagreements small.

If the discussion does not resolve the matter, either party may propose mediation with a mediator agreed by both parties and held in Davis County or online. Mediation costs are shared equally unless the mediator decides otherwise. If mediation does not resolve the matter, either party may bring a claim in the courts identified above.

Nothing in this section prevents either party from seeking urgent interim relief from a court to protect its rights, including an injunction to prevent misuse of confidential information or intellectual property.

20. General provisions

These terms, together with any statement of work and the Privacy Policy, form the entire agreement between the parties for the subject matter covered. They replace any earlier discussion, proposal, or representation on the same subject, except that nothing in this section limits liability for fraudulent misrepresentation.

If a provision of these terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, it will be severed. The remaining provisions continue in full force.

A failure or delay in exercising a right under these terms is not a waiver of that right. A waiver is effective only if given in writing and applies only to the specific instance for which it is given.

Neither party may assign its rights or obligations under these terms without the written consent of the other, except that the company may assign them to a successor in connection with a merger, acquisition, or transfer of its business, provided that the successor agrees to be bound by these terms.

Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties. The company is an independent contractor and is responsible for its own taxes, insurance, and staff.

Notices under these terms must be in writing and sent to the address or email address most recently provided by the other party. Notices sent by email are treated as received on the next business day after sending, provided that no delivery failure message is received.

A person who is not a party to these terms has no right to enforce any provision, except where applicable law provides otherwise.

21. Changes to these terms

The company may update these terms from time to time to reflect changes in the services, in the law, or in the way the business operates. The date at the top of the page shows when the current version took effect.

For minor changes, such as clarifications or corrections, the updated terms apply from the date shown without separate notice. For a material change that affects an active engagement, the company will notify the client in writing at least fourteen days before the change takes effect, and the client may end the affected engagement if it does not agree to the change.

Changes do not apply retroactively to an engagement that has already been completed. The version of the terms that applied when the engagement was agreed continues to govern that engagement, except where the law requires otherwise.

Continuing to use the website after an update means that you accept the updated terms for your use of the website.

22. Contact information

Questions about these terms, a proposal, an invoice, or an active engagement are welcome at any time. Please use the details below so that your message reaches the planning room.

Email: mailbox@koehlerconsulting.buzz
Telephone: +15307878498

The company answers messages during business hours on Monday to Friday. Formal notices under section 20 should be marked as a formal notice in the subject line so that they are handled promptly.

These terms are published for Ashley Koehler Consulting, LLC and should be read together with the Privacy Policy and any statement of work agreed for a specific engagement.