The terms that govern your use of CastleIQ's website and consulting services.

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") constitute a binding agreement between CastleIQ, a Virginia-based pricing consulting firm ("Company," "we," "us," "our"), and you or the organization you represent ("Client," "you," "your"). These Terms govern your access to and use of our website (www.castleiq360.com) and all pricing consulting services we provide.

By accessing our website, requesting consulting services, or accepting a proposal for engagement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

2. Services Description

CastleIQ provides strategic pricing consulting services to B2B organizations, including but not limited to:

• Pricing Strategy Development: Analysis and optimization of pricing models
• Pricing Structure Optimization: Evaluation and refinement of pricing mechanisms
• Revenue and Profitability Analysis: Financial analysis to improve margins and revenue realization
• Pricing Implementation Support: Guidance on implementation of pricing recommendations
• Training and Workshops: Educational sessions on pricing strategy and optimization
• Market and Competitor Analysis: Research and analysis related to pricing dynamics
• Engagement and Project Consulting: Custom consulting projects as defined in individual engagement letters or proposals

Each engagement will be governed by the specific scope of work defined in a proposal, statement of work, or engagement letter ("Engagement Agreement"). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement will control with respect to that specific engagement.

3. Eligibility and Authority

3.1 Business Eligibility

Our services are designed for and offered exclusively to businesses, organizations, and business professionals. By using our services, you represent and warrant that:

• You are authorized to bind your organization to this agreement
• You have the legal capacity to enter into binding contracts
• Your organization is a legitimate business entity
• You will use our services only for lawful business purposes

3.2 Age and Capacity

You represent that you are at least 18 years old and possess the legal capacity to enter into contracts. If you are accessing our services on behalf of an organization, you represent that you have the authority to do so.

4. Engagement Terms and Fees

4.1 Scope of Work

The specific services to be provided, deliverables, timelines, and fees for each engagement will be outlined in a written Engagement Agreement (proposal, statement of work, or engagement letter). No services shall be deemed engaged until a written Engagement Agreement is executed by authorized representatives of both parties.

4.2 Fees and Compensation

Fees for consulting services will be specified in the applicable Engagement Agreement. Compensation may include:

• Hourly Rates: For time-based consulting, training, or advisory services
• Project Fees: Fixed fees for defined scope projects
• Retainer Arrangements: Monthly or periodic ongoing advisory relationships
• Value-Based Pricing: Fees based on defined outcomes or value metrics
• Hybrid Models: Combinations of the above approaches

4.3 Expenses

Unless specifically included in the Engagement Agreement, the Client shall reimburse CastleIQ for reasonable out-of-pocket expenses incurred in performing services, including:

• Travel expenses (airfare, ground transportation, lodging, meals)
• Third-party research or data services
• Software licenses or tools required for the engagement
• Other documented business expenses

Expense reimbursement terms will be specified in the Engagement Agreement or will follow industry-standard practices (Net 30 from invoice date).

4.4 Payment Terms

• Standard Terms: Net 30 days from invoice date unless otherwise specified
• Late Payments: Invoices not paid within 30 days will accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower
• Payment Method: Payments should be made via the method specified on the invoice (bank transfer, credit card, check, etc.)
• Automatic Renewal: For retainer or subscription-based arrangements, billing will occur on the schedule specified in the Engagement Agreement unless cancelled in accordance with Section 6

4.5 Quotes and Proposals

Proposals and quotes provided by CastleIQ are valid for 30 days from the date of issuance unless otherwise specified. CastleIQ reserves the right to revise pricing if a proposal is not accepted within the specified timeframe.

5. Intellectual Property Rights

5.1 CastleIQ Intellectual Property

All methodologies, frameworks, tools, templates, reports, analysis, research, and other materials developed by CastleIQ prior to or independently of the engagement ("CastleIQ Materials") remain the exclusive property of CastleIQ. CastleIQ grants you a limited, nonexclusive, non-transferable license to use CastleIQ Materials solely for the purpose of implementing recommendations within your organization during and after the engagement term.

You may not:

• Reproduce, modify, or create derivative works from CastleIQ Materials
• Distribute, sublicense, or resell CastleIQ Materials
• Reverse engineer or attempt to discover any proprietary methods
• Use CastleIQ Materials for purposes outside the scope of your engagement

5.2 Client Materials

You grant CastleIQ a limited license to use Client-provided materials (confidential information, data, documents, etc.) solely for purposes of delivering the consulting services outlined in the Engagement Agreement. CastleIQ will not disclose Client materials to third parties except as required by law or as specified in the Engagement Agreement.

5.3 Work Product Ownership

Reports, analyses, recommendations, and deliverables specifically created for the Client as part of an engagement ("Work Product") shall be owned by the Client, subject to CastleIQ's retained rights to:

• Use anonymized insights, methodologies, and learnings from the engagement in future client work
• Reference the project and Client name in marketing materials (unless confidentiality is required)
• Retain copies for quality assurance and portfolio purposes
• Reuse frameworks, models, and tools developed specifically for the engagement

5.4 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide to CastleIQ regarding our services, website, or products may be used by CastleIQ without obligation, compensation, or attribution.

6. Term and Termination

6.1 Engagement Term

The initial term of each engagement will be specified in the Engagement Agreement. Engagements may be:

• Project-Based: Ending upon completion of defined deliverables
• Time-Bound: Running for a specified period (e.g., 6 months, 1 year)
• Ongoing: Continuing on a monthly retainer until terminated by either party

6.2 Termination for Convenience

Either party may terminate an engagement with written notice as follows:

• Project-Based Engagements: Generally non-cancellable once commenced; termination requires good cause
• Time-Bound or Retainer Engagements: May be terminated with 30 days' written notice (or as specified in Engagement Agreement)
• Early Termination Fees: If the Client terminates early without cause, the Client may be liable for fees related to work in progress and non-cancellable third-party commitments

6.3 Termination for Cause

CastleIQ may immediately terminate services without liability if:

• The Client fails to pay invoices within 45 days of due date
• The Client uses services for unlawful purposes
• The Client breaches confidentiality or IP provisions of these Terms
• The Client materially breaches other provisions and fails to cure within 10 days of written notice
• Continued engagement would violate applicable laws or regulations

6.4 Effect of Termination

Upon termination:

• All outstanding fees and expenses become immediately due
• CastleIQ will deliver completed Work Product and return Client materials
• Licenses and rights granted herein will terminate
• Sections regarding Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification will survive termination

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain the confidentiality of any non-public information exchanged during the engagement, including:

• Client Confidential Information: Business strategy, financial data, operational information, pricing models, customer information, and any materials marked as confidential
• CastleIQ Confidential Information: Proprietary methodologies, pricing information, internal research, and other non-public information

7.2 Permitted Disclosures

Confidential information may be disclosed if:

• Required by law, court order, or regulatory authority (with advance notice to the other party where legally permissible)
• Necessary to enforce rights under these Terms
• Disclosed to professional advisors (accountants, attorneys) bound by confidentiality
• The information becomes publicly available through no breach by the receiving party

7.3 Duration

Confidentiality obligations shall survive termination of the engagement for a period of three (3) years, or longer if required by applicable law.

7.4 Exceptions

Information is not confidential if it:

• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully obtained from a third party without confidentiality obligations
• Is disclosed with written consent of the disclosing party

8. Limitation of Liability and Disclaimers

8.1 Disclaimer of Warranties

CastleIQ provides services on an "AS-IS" basis. CastleIQ makes no warranties, express or implied, regarding the services, including:

• Warranties of merchantability or fitness for a particular purpose
• Warranties that services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy or completeness of recommendations
• Warranties that recommendations will produce expected financial results or outcomes

8.2 Nature of Consulting Services

Client acknowledges that:

• Consulting recommendations are based on information available at the time of analysis
• Future business results depend on numerous factors beyond CastleIQ's control
• CastleIQ does not provide accounting, tax, or legal advice (Client should consult qualified advisors)
• Implementation of recommendations is the Client's responsibility

8.3 Limitation of Liability

• Lost profits, lost data, or lost revenue
• Indirect, incidental, special, consequential, or punitive damages
• Damages arising from or related to implementation of recommendations
• Damages arising from data loss or breach
• Any other damages, even if advised of the possibility of such damages

Liability Cap: CastleIQ's total liability under these Terms shall not exceed the total fees paid by Client in the 12 months preceding the event giving rise to liability, or $100,000, whichever is less.

8.4 Essential Terms

Client acknowledges that the disclaimers and limitations in this Section 8 are essential terms without which CastleIQ would not provide services. These limitations reflect the allocation of risk in the business relationship.

9. Indemnification

9.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless CastleIQ, its officers, directors, employees, and agents from any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Client's use of CastleIQ services for unlawful purposes
• Client's breach of these Terms
• Client's infringement of third-party intellectual property rights through use of services
• Claims related to Client's business, operations, or implementation of recommendations
• Disputes between Client and third parties

9.2 CastleIQ Indemnification

CastleIQ agrees to indemnify, defend, and hold harmless the Client from claims that CastleIQ Materials infringe third-party intellectual property rights, provided that Client promptly notifies CastleIQ of such claims and cooperates in defense.

10. Data Privacy and Security

10.1 Data Handling

CastleIQ will handle Client data in accordance with our Privacy Policy (castleiq360.com/privacy). Client consents to CastleIQ's collection and use of data as outlined in the Privacy Policy.

10.2 Data Security

CastleIQ implements industry-standard security measures to protect Client data. However, Client acknowledges that no system is completely secure and CastleIQ cannot guarantee absolute security.

10.3 Client Responsibility

Client is responsible for:

• Maintaining security of login credentials and access to services
• Complying with applicable data privacy laws (GDPR, CCPA, etc.) regarding data shared with CastleIQ
• Ensuring data provided to CastleIQ is lawfully obtained

For detailed information about data handling, please refer to our Privacy Policy.

11. Website Use and Acceptable Use Policy

11.1 Limited License

CastleIQ grants you a limited, non-exclusive, non-transferable license to access and use our website for lawful business purposes only. You may not:

• Reproduce, republish, or distribute website content without permission
• Use automated tools (bots, scrapers, crawlers) to access the website
• Attempt to gain unauthorized access to website systems
• Engage in any unlawful or prohibited activity
• Interfere with the functionality or security of the website

11.2 User Accounts

If you create an account on our website:

• You are responsible for maintaining confidentiality of your login credentials
• You are responsible for all activities under your account
• You agree to provide accurate, current information
• CastleIQ may suspend or terminate accounts that violate these Terms

11.3 Prohibited Activities

You may not use the website to:

• Transmit malware, viruses, or harmful code
• Engage in spam, phishing, or social engineering
• Harass, threaten, or defame any person or organization
• Infringe intellectual property rights
• Violate any applicable law or regulation
• Compete with CastleIQ services without authorization

12. Third-Party Content and Links

Our website may contain links to third-party websites, resources, or content. CastleIQ:

• Does not endorse or warrant third-party content
• Is not responsible for third-party websites or their practices
• Recommends reviewing third-party privacy policies and terms
• Is not liable for any third-party content or services

13. Representations and Warranties

13.1 Client Representations

The Client represents and warrants that:

• Client has the legal authority to enter into these Terms
• Client will use services only for lawful purposes
• Client will not infringe third-party rights through use of services
• Client data shared with CastleIQ is lawfully obtained and does not violate others' rights
• Client is not subject to sanctions or export restrictions

13.2 CastleIQ Representations

CastleIQ represents and warrants that:

• CastleIQ has the authority to enter into these Terms
• Services will be performed in a professional and competent manner
• CastleIQ will comply with applicable laws and regulations
• CastleIQ Materials do not infringe third-party intellectual property rights

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

14.2 Jurisdiction and Venue

Both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Henrico County, Virginia for resolution of any disputes.

14.3 Dispute Resolution

Before initiating litigation, the parties agree to:

1. Good Faith Negotiation: Attempt to resolve disputes through good faith negotiation for 30 days
2. Escalation: If unresolved, escalate to senior management representatives for mediation
3. Litigation: If still unresolved, either party may pursue legal action in accordance with Section 14.2

14.4 Attorneys' Fees

In any legal action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Engagement Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral.

15.2 Amendments

CastleIQ may modify these Terms at any time by posting updated Terms to the website with a new "Effective Date." Continued use of services following such changes constitutes acceptance of the revised Terms. For ongoing engagements, material changes will be subject to negotiation if they substantially affect Client rights or obligations.

15.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.4 Waiver

No waiver of any provision or breach shall be effective unless in writing. Waiver of any breach does not constitute waiver of any other or subsequent breach.

15.5 Assignment

Neither party may assign these Terms without the other party's written consent, except that CastleIQ may assign to an affiliate or successor in connection with a merger or acquisition. Any attempted assignment in violation of this provision is void.

15.6 Notices

Notices required under these Terms shall be in writing and delivered by:

• Email: [email protected]
• Regular mail: As provided by the receiving party

Notices are effective upon receipt.

15.7 Relationship of Parties

The relationship between CastleIQ and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.8 Force Majeure

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control (natural disasters, pandemics, war, government actions, etc.), provided the affected party provides prompt notice and makes reasonable efforts to resume performance.

16. Contact Information

For questions or concerns regarding these Terms of Service, contact: