Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Deltavique Works ("Company," "we," "us," or "our") governing your access to and use of our supply chain coordination and sourcing advisory services, website, and all related materials, documentation, and communications (collectively, the "Services").

By accessing our website at deltaviqueworks.com, engaging our advisory services, executing a service agreement, or otherwise interacting with Deltavique Works in a professional capacity, you acknowledge that you have read, understood, and agree to be legally bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease use of our Services and refrain from entering into any engagement with Deltavique Works.

These Terms apply to all visitors, clients, prospective clients, and any other parties who access or use our Services in any capacity. Your continued use of our Services following any updates or modifications to these Terms constitutes your acceptance of such changes.

If you are entering into these Terms on behalf of a business entity, corporation, partnership, or other organization, you represent and warrant that you have the legal authority to bind such entity to these Terms, and all references to "you" herein shall refer both to you individually and to such entity collectively.

Deltavique Works operates exclusively as a supply chain coordination and sourcing advisory firm within the wholesale trade industry. All Services provided by Deltavique Works are consultative, informational, and advisory in nature. It is essential that clients understand the precise scope and limitations of our Services before engagement.

Deltavique Works expressly does not:

• Take physical or legal possession of any goods, merchandise, inventory, or materials at any point during an engagement
• Act as an importer of record, customs broker, freight forwarder, or licensed logistics provider
• Execute purchase orders, supplier contracts, or commercial transactions on behalf of clients
• Provide legal, financial, tax, regulatory, or compliance advice of any kind
• Guarantee specific supply chain outcomes, vendor performance, sourcing results, or cost savings
• Assume liability for supplier conduct, product quality, delivery timelines, or import/export compliance
• Represent clients in negotiations with suppliers, carriers, or government agencies as a legal agent

Deltavique Works does provide:

• Vendor identification, qualification assessment, and relationship management advisory
• Inventory planning framework design and demand forecasting guidance
• Product sourcing research, supplier evaluation, and comparative analysis
• Supply chain communication protocol development and coordination support
• Structured reporting, documentation, and advisory recommendations
• Ongoing coordination advisory support throughout the engagement period

All recommendations, frameworks, and advisory outputs delivered by Deltavique Works represent professional opinion and structured guidance based on available information. Final operational decisions, procurement actions, and supply chain commitments remain exclusively the responsibility of the Client.

To engage Deltavique Works advisory services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts under the laws of your jurisdiction. If you are accessing or using our Services on behalf of a business entity, you must have proper authority to bind that entity contractually.

Deltavique Works reserves the right to decline, suspend, or terminate any engagement at our sole discretion, including but not limited to situations where we determine that a prospective client's business activities conflict with applicable laws and regulations, present unacceptable operational or reputational risk, or fall outside the scope of services we are equipped to provide effectively.

You agree to provide accurate, complete, and current information about your business, supply chain operations, vendor relationships, and operational requirements at all stages of the engagement. Providing false or materially misleading information constitutes grounds for immediate termination of Services without refund of fees paid.

The specific scope of advisory services provided to each client is defined in a written Service Agreement or Statement of Work executed between Deltavique Works and the Client prior to commencement of services. These Terms apply to and are incorporated into all such agreements.

Services are provided based on information made available to Deltavique Works by the Client. The quality, accuracy, and completeness of our advisory outputs is directly dependent on the quality, accuracy, and completeness of information provided by the Client. Deltavique Works is not responsible for advisory outputs that are adversely affected by incomplete, inaccurate, or withheld information.

Any expansion of scope beyond what is defined in the applicable Service Agreement requires a written amendment signed by both parties. Verbal instructions, emails requesting additional services, or informal communications do not constitute a modification to the agreed scope without formal written amendment.

Deltavique Works reserves the right to engage qualified subcontractors or independent consultants to assist in delivery of advisory services. Any such subcontractors operate under confidentiality obligations consistent with those described in these Terms.

Clients engaging Deltavique Works advisory services accept the following responsibilities as conditions of the engagement:

• Information Provision: Clients must provide all necessary, accurate, and complete information regarding their supply chain operations, vendor relationships, product specifications, inventory data, and operational context required for effective advisory service delivery
• Decision Authority: Clients retain full authority and responsibility for all operational decisions, procurement actions, vendor selections, and supply chain commitments made based on advisory recommendations from Deltavique Works
• Regulatory Compliance: Clients are solely responsible for ensuring that their sourcing, procurement, and supply chain activities comply with all applicable local, state, federal, and international laws, regulations, trade requirements, import/export controls, and industry standards
• Timely Cooperation: Clients must provide timely responses, approvals, feedback, and access to information required for advisory service delivery. Delays attributable to the Client may affect delivery timelines without creating any liability for Deltavique Works
• Authorized Use: Clients may use advisory outputs and recommendations exclusively for their internal business operations and may not resell, sublicense, or redistribute Deltavique Works advisory work product without prior written consent
• Fee Payment: Clients must pay all fees as specified in the applicable Service Agreement in accordance with the payment terms therein

Fees for Deltavique Works advisory services are established in the applicable Service Agreement. Published pricing on our website represents indicative market rates and is subject to adjustment based on engagement scope, complexity, and duration. Final fees are confirmed in writing prior to engagement commencement.

Unless otherwise specified in the Service Agreement, the following payment terms apply to all engagements:

• Monthly retainer fees are invoiced in advance at the beginning of each service month and are due within fifteen (15) calendar days of invoice date
• Project-based fees are invoiced fifty percent (50%) upon engagement commencement and fifty percent (50%) upon delivery of final advisory outputs
• Setup fees, where applicable, are invoiced at engagement commencement and due within seven (7) calendar days
• Late payments accrue interest at a rate of one and one-half percent (1.5%) per month on outstanding balances
• Deltavique Works reserves the right to suspend Services for accounts more than thirty (30) days past due

All fees are quoted and payable in United States dollars. Clients are responsible for any applicable taxes, including sales tax, use tax, VAT, or withholding taxes, except for taxes based on Deltavique Works net income.

Disputed invoices must be raised in writing within ten (10) business days of invoice receipt. Undisputed portions of invoices remain due and payable on the original due date regardless of any pending dispute.

Deltavique Works retains ownership of all methodologies, frameworks, templates, tools, processes, know-how, and proprietary advisory approaches developed prior to or independently of any specific client engagement ("Background IP"). Nothing in these Terms or any Service Agreement transfers ownership of Background IP to the Client.

Advisory deliverables, reports, recommendations, and documentation created specifically for a Client during an engagement ("Deliverables") are provided to the Client subject to full payment of all applicable fees. Upon receipt of full payment, the Client receives a non-exclusive, non-transferable license to use such Deliverables for their internal business purposes.

Clients grant Deltavique Works a limited, non-exclusive license to use Client-provided materials, data, and information solely for the purpose of delivering the agreed advisory services. This license does not extend to any other use of Client information.

Deltavique Works may reference the existence of a client relationship (but not confidential details) for business development purposes unless the Client has specifically requested confidentiality regarding the relationship itself.

Both parties acknowledge that during the course of an engagement, each may receive or have access to confidential information belonging to the other party. "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care. Neither party will disclose the other's Confidential Information to third parties without prior written consent, except as required by applicable law or legal process.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is received from a third party without restriction on disclosure; or (d) is independently developed without reference to the disclosing party's Confidential Information.

Confidentiality obligations survive termination of any engagement for a period of three (3) years following the date of disclosure of the relevant Confidential Information.

To the maximum extent permitted by applicable law, Deltavique Works' total cumulative liability to the Client arising from or related to any engagement, these Terms, or the Services, regardless of the form of action or the theory of liability, shall not exceed the total fees actually paid by the Client to Deltavique Works during the three (3) month period immediately preceding the claim giving rise to such liability.

In no event shall Deltavique Works be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, damage to supplier relationships, inventory losses, supply chain disruptions, or any other commercial or economic losses, even if Deltavique Works has been advised of the possibility of such damages.

Deltavique Works shall not be liable for any outcomes resulting from Client decisions made based on our advisory recommendations. The Client assumes full responsibility for evaluating, accepting or rejecting, and implementing advisory recommendations. Advisory outputs represent professional guidance, not guarantees of results.

Deltavique Works is not liable for any failures, delays, or deficiencies in advisory services caused by circumstances beyond our reasonable control, including but not limited to supplier non-performance, market disruptions, regulatory changes, force majeure events, or Client failure to provide required information or cooperation.

DELTAVIQUE WORKS PROVIDES ALL SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, DELTAVIQUE WORKS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Deltavique Works does not warrant that advisory services will achieve any specific operational outcome, cost savings target, supply chain improvement goal, or vendor performance result. All advisory recommendations represent professional opinion based on available information at the time of analysis.

Market conditions, supplier capabilities, regulatory environments, and supply chain dynamics change continuously. Advisory recommendations made at a given point in time may not remain optimal as conditions evolve. Deltavique Works is not responsible for changes in market conditions that affect the applicability of advisory recommendations after their delivery.

The Client agrees to indemnify, defend, and hold harmless Deltavique Works, its principals, employees, consultants, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the Client's use of advisory services or implementation of advisory recommendations; (b) the Client's violation of these Terms; (c) the Client's breach of any applicable laws or regulations; (d) any third-party claims arising from the Client's supply chain operations or vendor relationships; or (e) any inaccurate, incomplete, or misleading information provided by the Client to Deltavique Works.

Deltavique Works agrees to indemnify, defend, and hold harmless the Client from and against claims arising directly from Deltavique Works' gross negligence or willful misconduct in the delivery of advisory services, subject to the limitation of liability provisions set forth herein.

The term of each advisory engagement is specified in the applicable Service Agreement. These Terms remain in effect throughout the duration of any active engagement and survive termination with respect to provisions that by their nature should survive.

Either party may terminate an engagement for cause upon written notice if the other party materially breaches these Terms or the applicable Service Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.

Deltavique Works may terminate any engagement immediately upon written notice for non-payment of fees more than thirty (30) days past due, if the Client engages in conduct that in Deltavique Works' reasonable judgment creates legal or reputational risk, or if continuation of the engagement would require Deltavique Works to act in violation of applicable law.

Upon termination of any engagement: (a) all outstanding fees become immediately due and payable; (b) each party shall return or certify destruction of the other's Confidential Information; (c) the Client shall cease using any Deltavique Works advisory deliverables for which fees remain unpaid; and (d) provisions relating to intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination.

These Terms and all engagements with Deltavique Works are governed by and construed in accordance with the laws of the State of Colorado, United States of America, without giving effect to conflict of law principles that would require application of the laws of another jurisdiction.

Any dispute, claim, or controversy arising from or related to these Terms, an engagement, or the Services shall first be submitted to good-faith negotiation between senior representatives of the parties. Either party may initiate this process by providing written notice describing the dispute in reasonable detail. The parties shall negotiate in good faith for a period of at least thirty (30) days following delivery of such notice.

If good-faith negotiation fails to resolve the dispute within the thirty-day period, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Denver, Colorado. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Denver, Colorado to prevent irreparable harm, without waiving the right to arbitrate the underlying dispute.

Deltavique Works reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this document and notify clients with active engagements via email with at least thirty (30) days' advance notice.

For new inquiries and engagements initiated after the effective date of any modification, the updated Terms apply immediately. Continued engagement with Deltavique Works following the effective date of modified Terms constitutes acceptance of such modifications.

If you do not agree to modified Terms, you may terminate your engagement in accordance with the termination provisions of the applicable Service Agreement. Fees paid prior to termination for services delivered are non-refundable.

Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

Severability: If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, 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.

Waiver: No waiver of any provision of these Terms by either party shall be effective unless made in writing and signed by an authorized representative of the waiving party. No waiver of any breach shall constitute a waiver of any subsequent breach.

Assignment: The Client may not assign these Terms or any rights or obligations hereunder without Deltavique Works' prior written consent. Deltavique Works may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of substantially all of its business assets.

Force Majeure: Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, labor disputes, or infrastructure failures, provided that the affected party provides prompt written notice of the force majeure event.

Notices: All legal notices under these Terms must be in writing and delivered to the addresses specified in the applicable Service Agreement or to the contact information provided in Section 16 of these Terms.

No Agency: Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Deltavique Works operates as an independent contractor at all times.

If you have questions about these Terms of Service, wish to request clarification on any provision, or need to provide legal notice to Deltavique Works, please use the contact information below. We are committed to responding to all legal inquiries within five (5) business days.