Terms & Conditions

1. Scope of Services

1.1 Service Offerings
We provide professional finance and consulting services and strategic financial advisory services. Our services may include strategic planning, financial analysis and modeling, fundraising advisory, mergers and acquisitions advisory, fractional CFO services, financial risk management, and other professional finance and consulting services as mutually agreed upon between the parties.

1.2 Services Agreement Governance
All specific services, deliverables, timelines, fees, and payment terms are governed by a separate Services Agreement executed between the parties. The Services Agreement defines the specific nature, scope, and terms of each engagement.

1.3 Nature of Services
Our services are advisory in nature. We provide strategic guidance, analysis, and recommendations to support your business decisions. We do not serve as registered investment advisors, broker-dealers, or fiduciaries unless specifically agreed to in writing. You retain full responsibility for all business decisions and their implementation.

1.4 Service Limitations
We do not provide:

• Legal advice (consult qualified legal counsel)

• Tax preparation or accounting services (consult qualified tax professionals)

• Investment management or securities transactions

• Regulatory compliance services beyond advisory capacity

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2. Relationship of the Parties

We are acting as an independent contractor and not as an employee, partner, agent, or representative of Client. Nothing in these Terms or any Services Agreement shall be construed to create a partnership, joint venture, employment relationship, or fiduciary relationship between the parties, except as may be explicitly stated in a Services Agreement.

3. Client Responsibilities and Reliance on Information

3.1 Information Accuracy and Completeness
You agree to:

• Provide accurate, complete, and timely information necessary for service delivery

• Notify us promptly of any material changes to your business or financial condition

• Ensure you have authorization to share all information provided to us

• Take responsibility for the completeness and accuracy of all information supplied

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3.2 Reliance on Client Information
We will rely on the information provided by you in performing the services and will not independently verify or audit such information. You acknowledge that our services and deliverables are based on information you provide, and we are not responsible for verifying its accuracy or completeness.

3.3 Implementation and Decision-Making
You acknowledge that:

• All strategic and business decisions remain your sole responsibility

• We provide advisory input, but you make all final implementation decisions

• You will not rely solely on our advice without conducting your own due diligence

• Our advice is based on information you provide and market conditions at the time of delivery

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4. Fees and Payment Terms

All fees, expenses, payment terms, late fees, collection costs, deposits, rate increases, and expense reimbursements are defined exclusively in the applicable Services Agreement. These Terms incorporate by reference the fee and payment provisions set forth in each Services Agreement.

5. Confidentiality and Data Protection

5.1 Confidentiality Obligations
We agree to maintain the confidentiality of all non-public information you provide and will use such information solely for the purpose of providing the services, except:

• Information that becomes publicly available through no fault of ours

• Information we are legally required to disclose pursuant to court order, subpoena, or legal process

• Information you authorize us to disclose in writing

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5.2 Data Protection and Retention
We will handle and protect client data in accordance with our Privacy Policy and applicable data protection laws. We implement appropriate technical and organizational measures to protect your information against unauthorized access, alteration, disclosure, or destruction. We retain client information for periods consistent with professional standards and legal obligations, typically seven (7) years for financial records and five (5) years for general business records, after which information is securely destroyed or anonymized.

5.3 Survival
Confidentiality obligations survive termination of our engagement for a period of five (5) years.

6. Intellectual Property

6.1 Work Product Ownership
Work product and deliverables created specifically for you and paid for by you become your property upon full payment, subject to our retained rights in pre-existing methodologies, frameworks, and general knowledge.

6.2 Our Retained Rights
We retain ownership of:

• Pre-existing intellectual property, methodologies, and frameworks

• General knowledge, skills, and experience gained

• The right to retain copies of work product for our records and quality assurance

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6.3 Client Records
You acknowledge that we may retain copies of our work product and supporting information for our records in accordance with professional standards and legal requirements.

7. Term and Termination

7.1 Termination
Either party may terminate the engagement as specified in the applicable Services Agreement. In the absence of specific termination provisions, either party may terminate with thirty (30) days written notice.

7.2 Return or Destruction of Information
Upon termination, we will promptly return or, at your election, destroy all client information and other property in our possession or control, except as we may be required to retain by law or professional standards. We may retain copies of work product for our records as specified in Section 6.2.

7.3 Effect of Termination
Upon termination:

• You remain responsible for all fees incurred through the termination date as specified in the Services Agreement

• We will deliver all completed work product as specified in the Services Agreement

• Confidentiality obligations continue as specified in Section 5.3

• No refunds will be provided for services already rendered unless specifically provided in the Services Agreement

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8. Indemnification

8.1 Client Indemnification
You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:

• Your use or misuse of our advice or work product

• Inaccurate or incomplete information you provide

• Your violation of applicable laws or regulations

• Third-party claims related to your business decisions

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8.2 Our Indemnification
We agree to indemnify and hold you harmless from claims arising from our gross negligence, fraud, or willful misconduct in the performance of services.

9. Limitation of Liability

9.1 Professional Advice Disclaimers
Our services and advice are provided "as is" without warranties of any kind. We make no guarantees regarding:

• Achievement of specific business outcomes

• Accuracy of market predictions or forecasts

• Success of recommended strategies

• Regulatory compliance of your business decisions

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9.2 Limitation of Liability
To the maximum extent permitted by law, our total liability for any claims arising from our services shall be limited to direct damages and shall not exceed the total fees paid by you during the twelve (12) months preceding the claim.

9.3 Excluded Damages
We shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost business opportunities, or lost revenue, regardless of whether such damages were foreseeable.

10. Regulatory Disclaimers and Compliance

10.1 Regulatory Responsibilities
We are not responsible for preparing or filing any notices, applications, or documents required for regulatory compliance unless explicitly agreed to in a Services Agreement. You are responsible for reviewing and approving all regulatory filings and ensuring compliance with applicable laws and regulations.

10.2 Professional Standards
We will comply with all applicable laws and regulations in the performance of our services and maintain appropriate professional standards.

11. Dispute Resolution

11.1 Governing Law
These Terms are governed by the laws of California, without regard to conflict of law principles.

11.2 Dispute Resolution Process
Any disputes shall be resolved through:

1. Good faith negotiation for thirty (30) days

2. If unresolved, binding arbitration under American Arbitration Association Commercial Rules

3. Arbitration shall be conducted in Los Angeles, California

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11.3 Attorney Fees
The prevailing party in any dispute resolution proceeding shall be entitled to recover reasonable attorney fees and costs.

12. Force Majeure
If the performance of services or any other obligation under these Terms or any Services Agreement is prevented, restricted, or interfered with by causes beyond a party's reasonable control (including but not limited to acts of God, fire, explosion, vandalism, storm, natural disasters, wars, terrorism, civil unrest, government actions, or pandemics), and if the party unable to carry out its obligations gives the other party prompt written notice, then the obligations of the affected party shall be suspended to the extent necessary by such event.

13. General Provisions

13.1 Independent Contractor
We are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

13.2 Amendment and Assignment
You may not assign these Terms without our written consent. We may assign our rights and obligations to qualified successors with written notice. Modifications to these Terms must be in writing and signed by both parties, except that we may update these Terms with thirty (30) days written notice for future engagements.

13.3 Severability
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be excluded to the extent of such invalidity or unenforceability, and all other provisions shall remain in full force and effect.

13.4 Integration Clause
These Terms, together with any executed Services Agreement, constitute the entire agreement between the parties and supersede all prior communications, negotiations, and agreements relating to the subject matter hereof.

13.5 Modification of Terms
We reserve the right to update these Terms from time to time to reflect changes in our business practices, legal requirements, or industry standards. We will provide notice of any modifications through email to active clients and by posting updated Terms on our website. Material changes will not retroactively affect ongoing engagements governed by existing Services Agreements unless mutually agreed to in writing by both parties. Your continued engagement of our services for new engagements after notice of modifications constitutes acceptance of the revised Terms for such new engagements.

14. Contact Information

For questions regarding these Terms or our services:

The Lighthouse Group LLC
Email: legal@thelhgrp.com

By engaging our services, you acknowledge that you have read, understood, and agree to these Terms and Conditions.