Terms of Service

1. Acceptance of These Terms

These Terms of Service form a binding agreement between you and GSA SOLUTIONS, LLC. You accept them when you access the website, when you submit an enquiry through the contact form, when you correspond with us about a project or when you engage us to perform services. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

We may revise these Terms from time to time as described in the section on changes. The version in force at the time of your engagement governs that engagement. Continued use of the website after an update indicates acceptance of the revised Terms.

These Terms are intended to create a clear and fair foundation for a professional relationship. They allocate responsibility sensibly, protect confidential material on both sides and describe how disputes will be handled before they escalate. We encourage prospective clients to read them alongside the statement of work, because the two documents work together and together they define what each party can expect.

2. Definitions

In these Terms, the Company means GSA SOLUTIONS, LLC. The Practice means the GSA Core advisory practice operated by the Company. The Website means the site at gsacore.buzz and any successor domain. Client means any person or organisation that engages the Company for services. Deliverable means any report, model, document, workshop material or other work product prepared for a Client. Services means the advisory services described on the Website or in a statement of work.

References to writing include email unless a statement of work requires a signed document. References to days mean calendar days unless stated otherwise. Headings are for convenience and do not affect interpretation.

Where a term is defined in a statement of work and also in these Terms, the definition in the statement of work prevails for that engagement. The singular includes the plural and the plural includes the singular, and references to a person include a company, a public body and any other legal entity, as the context requires.

3. Eligibility and Authority

The Website and the Services are intended for organisations and for adults acting in a professional capacity. By using them you confirm that you are at least the age of majority in your jurisdiction and that you are not barred from receiving such services under applicable law.

Where you act for a public agency, you confirm that you have the delegated authority to seek advisory support and that any required procurement steps will be followed. The Company reserves the right to decline an engagement where authority or funding is unclear.

4. Permitted Use of the Website

You may view, download and print pages from the Website for your own reference and for internal evaluation of whether to engage the Company. You may share links to public pages freely. Any other use requires written permission from the Company.

You agree to use the Website lawfully and in a manner that does not impair its availability to others. Reasonable, non commercial reference to our published material with clear attribution is welcome.

5. Prohibited Conduct

The following conduct is not permitted when using the Website or corresponding with the Company.

• Attempting to gain unauthorised access to the Website, its servers or any connected system.
• Introducing malicious code, automated scraping that degrades performance or any form of denial of service.
• Misrepresenting your identity, your organisation or your authority to act.
• Using the contact form to send unsolicited advertising, bulk messages or unlawful content.
• Copying, reselling or redistributing our material as though it were your own.
• Interfering with the rights of other users or with the security of the Website.

We may suspend access, refuse service and take legal action where prohibited conduct causes harm to the Company or to others.

Nothing in this section prevents you from using the Website for its intended purpose or from making fair comment about our services. Feedback, complaints and requests for correction are welcome, and we treat them as an opportunity to improve rather than as conduct to be restricted. The prohibitions above target abuse, deception and interference, not ordinary professional disagreement.

6. Advisory Services

The Company provides independent management consulting and public sector advisory services, including program management advisory, grants and compliance consulting, organisational process design, technology strategy studies, procurement and vendor review, and training and workshop programs. The scope, timing and fees of each engagement are defined in a statement of work agreed in advance.

Our advice is professional judgement based on the information made available to us at the time. It is not a guarantee of a particular outcome, a legal opinion, an audit opinion or a substitute for the decision of the responsible governing body. Clients remain accountable for the decisions they take on the basis of our work.

Where an engagement touches on regulated areas such as taxation, law or financial reporting, we coordinate with the Client qualified advisers rather than replacing them. Our role is to bring structure, evidence and independent challenge to the decision process, and to make sure that the reasoning behind a choice is written down clearly enough to be reviewed later.

7. Statements of Work and Engagement Letters

No engagement exists until a statement of work or engagement letter has been accepted by both parties. That document describes the objectives, deliverables, assumptions, timetable, fees and any special terms. If a conflict arises between a statement of work and these Terms, the statement of work prevails for that engagement.

Changes to scope are handled through a written change request that records the effect on fees and schedule. Work outside the agreed scope may be declined or quoted separately, and we will not silently absorb unbounded requests.

8. Fees, Invoicing and Payment

Fees are stated in the statement of work and may be fixed, time based or milestone based. Unless agreed otherwise, invoices are issued on the schedule described in the statement of work and are payable within the period stated on the invoice. Amounts are exclusive of applicable taxes unless expressly stated.

Reasonable pre approved expenses, such as travel required for on site workshops, are billed at cost with supporting documentation. Overdue amounts may attract interest at the rate stated in the statement of work or, if none is stated, at a lawful commercial rate. Where payment is materially delayed we may pause work after notice, without liability for resulting delay.

9. Client Obligations and Cooperation

Successful advisory work depends on cooperation. The Client agrees to provide timely access to relevant staff, documents, systems and premises; to nominate a responsible point of contact with authority to make decisions; to review drafts within agreed periods; and to ensure that any information supplied is accurate to the best of the Client knowledge.

Where the Client is a public body, the Client will also make us aware of any open records obligations, disclosure requirements or confidentiality restrictions that affect project material so that we can handle records appropriately.

10. Intellectual Property

All content on the Website, including text, layout, graphics, the stained glass visual motif, code and the GSA Core name and branding, is owned by the Company or licensed to it and is protected by intellectual property law. These Terms grant you no ownership of that material.

The Company retains ownership of its methodologies, templates, frameworks, tools and general know how used in delivering services. Nothing in an engagement transfers those underlying assets unless a statement of work explicitly does so.

11. Deliverables and Licence

On full payment of the fees for an engagement, the Client receives a perpetual, worldwide licence to use the Deliverables for its own internal and operational purposes, including reporting to funders, boards and regulators. This licence does not permit resale of the Deliverables or their use to provide competing advisory services to third parties.

Where Deliverables incorporate the Company methodologies or templates, those elements remain the property of the Company and are licensed to the Client for use as part of the Deliverables. The Client may adapt Deliverables for internal use but must not remove attribution where it appears.

12. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use that information only for the purposes of the engagement, to protect it with reasonable care and to disclose it only to personnel and permitted advisers who need it. These obligations continue after the engagement ends.

Confidentiality does not apply to information that is already public without breach, that is independently developed without reference to the disclosed material or that must be disclosed by law or court order. Where disclosure is compelled, the party required to disclose will, where lawful, give advance notice so that protective steps can be considered.

13. Data Protection

Each party will comply with the data protection laws that apply to it. The Client is generally the controller of personal information processed in the course of an engagement, and the Company acts as a processor or an independent controller for its own practice records, as described in the Privacy Policy.

Where the Company processes personal information on behalf of the Client, it will do so only on documented instructions, apply appropriate security measures and assist the Client in responding to lawful requests from individuals. Further detail appears in the Privacy Policy published on the Website.

14. Independence and Conflicts of Interest

The Company accepts no commission, rebate or other inducement from vendors, integrators or software publishers. Our advice is given solely in the interest of the Client. We will disclose promptly any circumstance that could reasonably be seen as a conflict of interest and will decline or restructure work where a conflict cannot be managed fairly.

We may decline engagements that would compromise our independence, require us to endorse a predetermined outcome or place us in a position of advocacy rather than objective advice.

15. Warranties and Disclaimers

The Company warrants that services will be performed with reasonable skill and care by competent personnel and in accordance with the statement of work. That is the extent of our warranty. To the fullest extent permitted by law, all other warranties, whether express or implied, are excluded, including implied warranties of merchantability, fitness for a particular purpose and non infringement.

The Website is provided on an as available basis. We do not warrant that it will be uninterrupted, error free or free of harmful components, although we take reasonable steps to keep it secure and accurate.

16. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data or goodwill, arising out of or related to these Terms, even if advised of the possibility of such loss.

The Company total aggregate liability arising out of or related to an engagement is limited to the total fees actually paid by the Client to the Company under the relevant statement of work in the twelve months preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded, such as liability for fraud or for death or personal injury caused by negligence.

17. Indemnification

The Client agrees to indemnify and hold harmless the Company and its personnel against claims, losses and reasonable costs arising from information supplied by the Client that is inaccurate or misleading, from the Client use of Deliverables in a manner inconsistent with the statement of work, or from the Client breach of these Terms or of applicable law.

The Company agrees to indemnify and hold harmless the Client against claims that Company owned material incorporated into a Deliverable infringes a third party intellectual property right, provided the Client notifies us promptly and grants us control of the defence.

18. Term and Termination

These Terms apply while you use the Website and for the duration of any engagement, together with any period needed to give effect to provisions that by their nature survive termination. Either party may terminate an engagement for material breach that remains uncured after written notice, or immediately where continuation would be unlawful or would create a serious risk.

On termination, the Client pays for work performed and expenses incurred up to the effective date, and the Company hands over completed Deliverables for which payment has been received. Provisions on confidentiality, intellectual property, liability, indemnity and governing law survive termination.

Either party may terminate for convenience on the notice period stated in the statement of work. Where no period is stated, thirty days written notice applies. Termination for convenience does not relieve the Client of the duty to pay for work properly performed before the effective date, and it does not entitle either party to damages for the ending of the relationship itself.

19. Third Party Materials and Links

The Website may reference third party publications, funding programmes or tools for the convenience of visitors. Such references do not constitute endorsement and the Company is not responsible for third party content, accuracy or availability. Your use of a third party resource is governed by that party terms, and you should review them before relying on anything you find there.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. Subject to the dispute resolution section below, the state and federal courts located in Utah have exclusive jurisdiction over any dispute that cannot be resolved informally.

21. Dispute Resolution

The parties will first attempt in good faith to resolve any dispute through direct discussion between senior representatives. If the dispute is not resolved within a reasonable period, the parties may agree to mediation before a neutral mediator. Only if mediation fails may a party commence proceedings, and nothing in this section prevents either party from seeking urgent injunctive relief where necessary.

22. Changes to These Terms

The Company may update these Terms to reflect changes in the law, in our services or in the way we operate. The effective date at the top of the page identifies the current version. Where a change is material, we will provide reasonable notice on the Website and, for active clients, by direct communication. Engagements already under way continue under the terms accepted when they began unless both parties agree otherwise.

23. General Provisions

These Terms, together with any statement of work and the Privacy Policy, form the entire agreement between the parties on their subject matter and supersede prior discussions. If any provision is found unenforceable, the remaining provisions continue in effect and the unenforceable provision is modified to the minimum extent needed to make it enforceable.

A failure to enforce a provision is not a waiver of it. Neither party may assign an engagement without the written consent of the other, except to a successor in a reorganisation. Notices should be sent to the contact addresses stated below. Nothing in these Terms creates a partnership, joint venture or employment relationship.

These Terms are drafted to be read together with the statement of work and the Privacy Policy, and a reference to one of them includes the others where the context requires. If a court or tribunal of competent authority finds a provision invalid, the parties will replace it with a valid provision that achieves the original commercial purpose as closely as the law allows.

24. Contact Information

Questions about these Terms, notices and requests regarding an engagement should be directed to the Company using the details below. We aim to respond clearly and promptly.