Terms of Service

Terms and Conditions for MEGA Lean and Quality Coaching LLC

These Terms and Conditions govern the provision of lean and quality coaching services ("Services") by Mega Lean and Quality Coaching, LLC ("Service Provider") to the client ("Client")as specified in the proposal/invoice. By accepting the proposal/invoice, the Client agrees to these Terms and Conditions.

1. Scope of Services

• 1.1      Services Provided. The Service Provider shall provide the Services as      detailed in the proposal/invoice, which may include customer gap analysis,      Kaizen events, lean overview for management, coaching sessions, lectures,      or assessments. The Services shall be delivered in a manner consistent      with lean principles, focusing on minimizing waste and fostering      continuous improvement.
• 1.2      Client Obligations. The Client shall fulfill all obligations specified      in the proposal/invoice, including attending preparatory meetings as      required. Failure to meet these obligations may affect the Service      Provider's ability to deliver the Services. If the Client fails to      adequately prepare, the Service Provider shall not be liable for any      failure or delay in delivering the Services.
• 1.3      Change Orders. Any changes to the scope of Services must be mutually      agreed upon in writing during preparatory meetings or otherwise, as      documented in an amended proposal. Requests for changes must be made at      least fourteen (14) days before any preparatory meeting.
• 1.4      No Guarantee of Results. The Service Provider provides training and      recommendations but does not guarantee specific results. The Client      acknowledges that implementation of recommendations is the Client’s      responsibility.

2. Term and Termination

• 2.1      Term. These Terms and Conditions are effective upon the Client’s      acceptance of the proposal/invoice and continue until the Service Provider      delivers all specified deliverables, unless terminated earlier as provided      herein.
• 2.2      No Auto-Renewal. This engagement is for a single project and does not      automatically renew. Additional engagements require a new      proposal/invoice.
• 2.3      Termination for Convenience. The Client may terminate with at least      two weeks’ written notice before any preparatory meeting, subject to the      refund policy in Section 3.5. After the preparatory meeting, termination      results in a fifty-percent (50%) refund of coaching/speaking fees, with      travel expenses non-refundable.
• 2.4      Termination for Cause. Either party may terminate immediately if the      other materially breaches these Terms and Conditions and fails to cure      such breach within ten (10) days of written notice.
• 2.5      Force Majeure. Either party may cancel or reschedule due to events      beyond their control (e.g., natural disasters, pandemics). The Client may request      to reschedule twice within two months of the original date. If the Client      cancels after two reschedules or outright, all fees are forfeited. If the      Service Provider cancels, the Client is entitled to a full refund.
• 2.6      Post-Termination Obligations. Upon termination, the Client shall pay      for all Services performed up to the termination date, return or destroy      all Confidential Information and training materials provided by the      Service Provider unless otherwise stated, and comply with ongoing      confidentiality obligations.

3. Payment Terms

• 3.1      Fees. The Client shall pay the fees as specified in the      proposal/invoice, based on selected services. A discount may apply for      returning clients engaging the Service Provider for a subsequent session.
• 3.2      Payment Schedule:
  • New       Clients: 100% of fees and travel expenses are due within 3-5 business       days of accepting the proposal/invoice. This fee shall be payable as       instructed on the Service Provider’s proposal.
  • Second       Session Clients: 50% of fees and 100% of travel expenses are due       within 3-5 business days of acceptance; the remaining 50% is due upon       completion of the Services, as confirmed by Client’s signature on a       confirmation of completion.
  • Third       and Subsequent Session Clients: 50% of fees and 100% of travel       expenses are due within 3-5 business days of acceptance; the remaining       50% is due within 30 days of the initial payment. This tier is at the       Service Provider’s discretion.
• 3.3      Returning Clients. Returning Clients may receive the discount, in      return for on-time payments. This designation and discount is subject to      the decision of the Service Provider, and may be revoked at any time.
• 3.4      Late Payments. Late payments incur interest at 0.75% per month (9%      annually), subject to Missouri law.
• 3.5      Cancellation and Refund Policy:
  • More       than two weeks before the preparatory meeting: Full refund if       canceled or rescheduled within three months.
  • Less       than two weeks before the preparatory meeting: 50% of       coaching/speaking fees are non-refundable; travel expenses are fully       non-refundable.
• 3.6      No Setoff. The Client shall not set off any amounts owed against      claims against the Service Provider.
• 3.7      Expenses. The Client shall reimburse pre-approved travel and      out-of-pocket expenses, payable 100% upfront.

4. Liability and Indemnification

• 4.1      Limitation of Liability. The Service Provider’s liability for any      claims arising out of this Agreement, whether in contract, tort, or      otherwise, shall be limited to the total fees paid by the Client for the      Services. The Service Provider shall not be liable for any indirect,      consequential, incidental, special, or punitive damages, including but not      limited to lost profits, business opportunities, or loss of data.      Additionally, the Service Provider shall not be liable for any damages      resulting from the Client's failure to implement the recommendations      provided as part of the Services correctly, completely, or in a timely      manner.
• 4.2      Unilateral Indemnification. The Client shall indemnify, defend, and hold      harmless the Service Provider from and against any claims, liabilities,      damages, or expenses (including reasonable attorneys’ fees) arising from      or related to:
  • The       Client’s use of the Services;
  • The       Client’s failure to implement the recommendations correctly, completely,       or in a timely manner;
  • The       Client’s breach of this Agreement; or
  • Any       third-party claims arising from the Client’s implementation of process       changes, operational modifications, or other actions based on the       Services provided.
  • This       indemnification obligation shall not apply to the extent that any claim       is caused by the Service Provider’s gross negligence or willful       misconduct.
• 4.3      Specific Risks. The Client acknowledges that the Services involve      recommendations for process improvements and operational changes, which      may carry inherent risks, including but not limited to temporary      disruptions to operations, unforeseen impacts on productivity, or other      operational challenges. The Service Provider shall not be liable for any      such risks or their consequences unless they result directly from the      Service Provider’s gross negligence or willful misconduct.
• 4.4      Client’s Responsibility for Information. The Client is responsible for      providing accurate, complete, and timely information to the Service      Provider as required for the delivery of the Services. The Service      Provider shall not be liable for any damages, delays, or failures in      performance resulting from inaccurate, incomplete, or untimely information      provided by the Client.
• 4.5      Duty to Mitigate. The Client shall take reasonable steps to mitigate any      damages or losses arising from the Services or this Agreement. The Service      Provider shall not be liable for any damages that could have been avoided      or minimized through the Client’s reasonable efforts.
• 4.6      Exclusions. The Service Provider disclaims all implied warranties,      including but not limited to warranties of merchantability, fitness for a      particular purpose, and non-infringement. The Services are provided      "as is" without any warranty beyond what is expressly stated in      this Agreement.

5. Confidentiality

• 5.1      Definition. "Confidential Information" means any non-public,      proprietary, or sensitive information disclosed by one party (the      "Disclosing Party") to the other party (the "Receiving      Party"), whether orally, in writing, or by any other means, including      but not limited to:
  • Business       plans, strategies, and financial data;
  • Manufacturing       processes, methodologies, and operational data;
  • Training       materials, presentations, and proprietary tools;
  • Client       and customer information;
  • Trade       secrets, intellectual property, and know-how;
  • Any       other information designated as confidential by the Disclosing Party.
• 5.2      Obligations. The Receiving Party shall:
  • Maintain       the confidentiality of the Disclosing Party’s Confidential Information       with at least the same degree of care as it uses to protect its own       confidential information, but in no event less than a reasonable degree       of care;
  • Use       the Confidential Information solely for the purposes of performing its       obligations or exercising its rights under this Agreement;
  • Not       disclose the Confidential Information to any third party without the       prior written consent of the Disclosing Party, except as permitted under       Section 5.5.
• 5.3      Exceptions. Confidential Information does not include information      that:
  • Is       or becomes publicly known through no fault of the Receiving Party;
  • Was       already in the Receiving Party’s possession without obligation of       confidentiality prior to disclosure by the Disclosing Party;
  • Is       independently developed by the Receiving Party without use of or       reference to the Disclosing Party’s Confidential Information;
  • Is       rightfully received by the Receiving Party from a third party without       restriction on disclosure.
• 5.4      Duration of Obligations. The Receiving Party’s obligations under this      Section 5 shall continue during the term of this Agreement and for a      period of three (3) years following the termination or expiration of this      Agreement, unless otherwise required by law.
• 5.5      Permitted Disclosures. The Receiving Party may disclose Confidential      Information to its employees, agents, subcontractors, or affiliates who      have a need to know such information for the purposes of this Agreement,      provided that:
  • Such       individuals or entities are bound by confidentiality obligations at least       as protective as those set forth in this Agreement;
  • The       Receiving Party remains responsible for any breach of confidentiality by       such individuals or entities.
• 5.6      Data Security. If the Services involve the handling of the Client’s      sensitive data, the Service Provider shall implement and maintain      reasonable administrative, technical, and physical safeguards to protect      such data from unauthorized access, use, or disclosure.
• 5.7      Legal Requirements. If the Receiving Party is required by law,      regulation, or court order to disclose any Confidential Information, it      shall:
  • Promptly       notify the Disclosing Party in writing, to the extent permitted by law;
  • Cooperate       with the Disclosing Party, at the Disclosing Party’s expense, in seeking       a protective order or other appropriate remedy;
  • Disclose       only the portion of Confidential Information legally required to be       disclosed.
• 5.8      Post-Termination Obligations. Upon termination or expiration of this      Agreement, the Receiving Party shall, at the Disclosing Party’s option:
  • Return       all Confidential Information, including any copies, to the Disclosing       Party; or
  • Destroy       all Confidential Information and certify such destruction in writing.
         The Receiving Party may retain copies of Confidential Information as agreed       upon in writing or required by law, subject to ongoing confidentiality       obligations.
• 5.9      Remedies. The parties acknowledge that any breach of this Section 5      may cause irreparable harm to the Disclosing Party, for which monetary      damages may be inadequate. Accordingly, the Disclosing Party shall be entitled      to seek injunctive relief, in addition to any other remedies available at      law or in equity, to enforce the provisions of this Section 5.

6. Intellectual Property

• 6.1      Definition. "Intellectual Property" shall mean all      proprietary materials, including but not limited to training materials,      methodologies, presentations, tools, software, processes, trade secrets,      know-how, and any other proprietary information or materials created,      developed, or used by the Service Provider in connection with the      Services, whether existing before or developed during the term of this      Agreement.
• 6.2      Ownership. All Intellectual Property remains the exclusive property of      the Service Provider. Nothing in this Agreement shall be construed as      transferring ownership of any Intellectual Property to the Client.
• 6.3      License Grant. The Service Provider grants the Client a non-exclusive,      non-transferable, revocable, limited-term license to use the Intellectual      Property solely for the Client’s internal business purposes during the      term of this Agreement. This license is strictly limited to the scope of      the Services and does not extend beyond the termination or expiration of      this Agreement.
• 6.4      Restrictions on Use. The Client shall not:
  • Reproduce,       distribute, share, or disclose the Intellectual Property to any third       party without the prior written consent of the Service Provider;
  • Sublicense,       sell, lease, or otherwise commercialize the Intellectual Property;
  • Create       any derivative works based on the Intellectual Property without the prior       written consent of the Service Provider;
  • Use       the Intellectual Property for any purpose other than as expressly       permitted under this Agreement.
• 6.5      Protection of Intellectual Property. The Client shall implement      reasonable security measures to protect the Service Provider’s      Intellectual Property from unauthorized access, use, disclosure, or      misappropriation. The Client shall promptly notify the Service Provider of      any known or suspected unauthorized use or disclosure of the Intellectual      Property.
• 6.6      Return or Destruction. Upon termination or expiration of this      Agreement, the Client shall, at the Service Provider’s option:
• Return      all Intellectual Property, including any copies, to the Service Provider,      unless otherwise agreed upon in writing; or
• Destroy      all copies of the Intellectual Property and provide written certification      of such destruction to the Service Provider.
      The Client may retain copies only as required by law or as agreed upon in      writing, subject to ongoing confidentiality and intellectual property      protection obligations.
• 6.7      Remedies for Breach. The Client acknowledges that any unauthorized      use, disclosure, or misappropriation of the Service Provider’s      Intellectual Property may cause irreparable harm. The Service Provider      shall be entitled to seek injunctive relief, in addition to any other remedies      available at law or in equity, to prevent or remedy such breach.

7. Dispute Resolution

• 7.1      Negotiation. Any dispute arising out of or relating to this Agreement      shall first be addressed through good faith negotiations between the      parties. The parties shall attempt to resolve the dispute amicably for a      period of thirty (30) days from the date one party provides written notice      of the dispute to the other party.
• 7.2      Mediation. If the dispute cannot be resolved through negotiation      within thirty (30) days, the parties shall submit the dispute to mediation      in St. Louis County, Missouri. The mediator shall be mutually agreed upon      by the parties, and the parties agree to be bound by the mediator's fee      schedule. The costs of mediation, including the mediator's fees, shall be      shared equally by the parties unless otherwise agreed in writing.
• 7.3      Arbitration. If the dispute is not resolved through mediation within      sixty (60) days of the commencement of mediation, it shall be resolved by      binding arbitration in St. Louis County, Missouri, under the Commercial      Arbitration Rules of the American Arbitration Association (AAA). The      arbitration shall be conducted by a single arbitrator selected in      accordance with AAA rules. The arbitrator's decision shall be final and      enforceable in any court of competent jurisdiction. The costs of      arbitration, including the arbitrator's fees, shall be borne by the losing      party, as determined by the arbitrator, unless the arbitrator decides      otherwise.
• 7.4      Confidentiality. All dispute resolution proceedings, including      negotiation, mediation, and arbitration, shall be confidential. Neither      party shall disclose any information related to the dispute or the      proceedings without the other party's prior written consent, except as      required by law or to enforce the resolution of the dispute.
• 7.5      Scope. This dispute resolution process applies to all disputes arising      out of or relating to this Agreement, including but not limited to      disputes regarding the interpretation, performance, breach, or termination      of this Agreement.

8. Miscellaneous

• 8.1      Governing Law. This Agreement shall be governed by and construed in      accordance with the laws of the State of Missouri, without regard to its      conflict of laws principles.
• 8.2      Force Majeure. Neither party shall be liable for any delay or failure      to perform its obligations under this Agreement due to events beyond its      reasonable control, including but not limited to natural disasters,      pandemics, acts of government, or supply chain disruptions. The affected      party shall promptly notify the other party of such an event and make      reasonable efforts to mitigate its impact. The terms for rescheduling or      cancellation due to force majeure events are as set forth in Section 2.5.
• 8.3      No Assignment. Neither party may assign or transfer this Agreement, in      whole or in part, without the prior written consent of the other party.      Any attempted assignment in violation of this provision shall be null and      void.
• 8.4      No Third-Party Beneficiaries. This Agreement is solely for the benefit      of the parties hereto and their permitted successors and assigns. No third      party shall have any rights or benefits under this Agreement.
• 8.5      Amendments. No amendment, modification, or supplement to this      Agreement shall be effective unless it is in writing and signed by duly      authorized representatives of both parties.
• 8.6      Severability. If any provision of this Agreement is held by a court of      competent jurisdiction to be invalid, illegal, or unenforceable, such      provision shall be modified to the minimum extent necessary to make it      enforceable, and the remaining provisions shall continue in full force and      effect.
• 8.7      Notices. All notices, requests, consents, and other communications      required or permitted under this Agreement shall be in writing and      delivered to the addresses set forth in the proposal/invoice via:
  • Certified       mail, return receipt requested;
  • Nationally       recognized overnight courier; or
  • Email       with acknowledgment of receipt. 

Notices shall be deemed given upon receipt.

• 8.8      Survival. The provisions of this Agreement that by their nature are      intended to survive termination or expiration, including but not limited      to Sections 4 (Liability and Indemnification), 5 (Confidentiality), 6      (Intellectual Property), 7 (Dispute Resolution), and this Section 8      (Miscellaneous), shall survive any termination or expiration of this      Agreement.
• 8.9      Entire Agreement. This Agreement, including the proposal/invoice and      any attachments referenced herein, constitutes the entire agreement      between the parties with respect to the subject matter hereof and      supersedes all prior or contemporaneous agreements, understandings, negotiations,      or representations, whether written or oral.

By accepting the proposal/invoice, the Client agrees to these Terms and Conditions.