Consulting Client Terms

About these terms

These Consulting Client Terms ("Terms") are the agreement between Big Freight Life LLC, a Texas limited liability company ("BFL," "we," "us"), and the person or business that books or buys our consulting services ("you," "Client"). If you book for a company, you confirm you can bind it.

They cover our consulting work only: paid and free sessions, assessments, audits, sprints and managed engagements. Our website and apps are covered by our general Terms of Service and Privacy Policy. SessionLayer, the scheduling product we use to take bookings, has its own terms; these Terms cover the consulting itself.

We offer our consulting services to clients in the United States.

What we do (scope)

Our current offers include: the AI Tool Assessment Discovery (a one-hour video call, $500); the AI System Audit Scoping Call (a free one-hour video call); and larger work such as an AI System Audit, a Snowball Sprint, a Transformation engagement and managed AI agent work. Current offers and prices are shown on our Services, Pricing and Book pages and on the booking page. If a price on the booking page and a price in a Proposal differ, the booking page controls for sessions you book individually, and the signed or accepted Proposal controls for project work.

A booked session is what the booking page describes: a live conversation of the stated length, plus any follow-up the booking page says is included. For larger work, the deliverables, timeline, fee and assumptions are written in a proposal, statement of work or order form ("Proposal") that we both accept in writing, email counts.

Acceptance: when we deliver a written deliverable, you have 5 business days to tell us in writing what does not match the Proposal. If you do not, the deliverable is accepted. If you do, we will fix what does not match the Proposal. Acceptance does not cover extra requests, which need a change as described below.

Anything outside the session description or the Proposal is out of scope. We will not do work outside the Proposal until you accept a written change (email is enough) that states the added fee and any change to dates. We are not obliged to do extra work without one.

Fees, payment and taxes

Paid sessions are paid in full, up front, through the booking page. Payment is processed by Stripe; we do not see or store your card number. Fees are in U.S. dollars.

Project work: unless the Proposal sets a different schedule, you pay 50% before work starts and 50% on delivery. Installment invoices are due within 14 days. If an undisputed amount is 7 days late, we will email you and may pause work until it is paid; a pause extends our deadlines by the length of the pause.

Monthly plans: we bill the full month in advance on the same date each month, and charge the card you have on file automatically. There are no partial-month refunds. We will give you 30 days' notice of any price change. If a payment fails and is not fixed within 7 days, we may pause the service until it is. We do not charge late fees or interest.

Third-party tools and costs: you keep your own accounts, API keys and subscriptions for AI models and software, and pay their usage and subscription costs directly to the vendor. If we pay a pass-through cost for you, we need your written approval first and you reimburse us at cost.

Our prices do not include sales, use or similar taxes. You pay any that apply, and if we are required to collect tax we will add it and show it. Prices also do not include third-party costs such as software subscriptions, API usage or ad spend.

If you have a problem with a charge, please email us first; we will work with you in good faith. Disputing a charge with your card issuer or bank without contacting us first is a breach of these Terms. If you do, you pay the resulting dispute fees, and we may pause work while the dispute is open.

Cancelling, rescheduling and no-shows

Cancel online: you may cancel a booked session through your booking confirmation or reminder link until 24 hours before the start time and receive a full refund to your original payment method. Refunds usually reach you within 5 to 10 business days, depending on your bank.

Reschedule online: you may move a session to another available time, through the same link, until 24 hours before the start time, at no charge. Each session gets one free reschedule. After that, a further change is treated as a cancellation, and the late-cancellation rule below applies.

Late cancellations and no-shows: if you cancel or ask to reschedule less than 24 hours before the start, or you do not attend, the fee is not refunded and the session is considered delivered. We may, at our sole discretion, offer a new time or a credit, but you should not count on it.

Late arrival: the session still ends at its scheduled time, and no time is added or refunded. If you are more than 15 minutes late and have not contacted us, we may treat the session as a no-show.

If we need to cancel or move a session, we will tell you as early as we can and offer a new time or a full refund, your choice. If a technology failure on our side stops the session from happening, the same applies.

Free sessions: no payment is involved, but please cancel or reschedule if you cannot attend. If you repeatedly miss free sessions we may decline to book more.

Other refunds: except as written in this section, or in a Proposal, refunds are at our discretion. Work already delivered is not refundable. Cancelling or ending a larger engagement is governed by the Proposal and the "Term and ending the engagement" section.

What we need from you

Give us accurate and complete information, and tell us promptly if something changes.

Provide timely access to the people, documents, systems and decisions we need. Delays on your side can move the schedule and may add cost under a written change.

Make your own decisions. We recommend; you decide what to do with it.

You are responsible for your own compliance with the laws, regulations, contracts and policies that apply to your business, and for having the right to share the information you give us.

Be professional and respectful. We may end a session or engagement if there is abuse or harassment.

No guarantee of results; informational advice only

We will do the work with reasonable care and skill. We cannot promise a particular business result, such as revenue, savings, time saved, adoption, security or regulatory outcome. Results depend on many things we do not control, including your own actions.

What we tell you is professional opinion for general information and business decision-making. It is not legal, financial, tax, accounting, insurance, cybersecurity, employment or medical advice, and we are not your lawyer, accountant, auditor or physician. Please get licensed advice on those matters before relying on anything we say about them.

AI-specific terms

Our recommendations about AI tools, models, vendors and approaches are opinions as of the date we give them. AI products change fast: features, pricing, terms, data practices and quality can change after our work, and AI outputs can be wrong, biased or unpredictable. We do not promise any tool will perform as advertised or remain available.

You decide whether to adopt any tool or approach. You are responsible for the contract you sign with any vendor, for reading that vendor's terms and privacy practices, for what data you put into AI tools, for human review of AI outputs, and for compliance with any law or rule that applies to your use of AI (for example privacy, employment, consumer protection, intellectual property or industry-specific rules).

We may use AI tools ourselves in preparing our work. We will not knowingly put your confidential information into a tool that we know uses it to train public models, and we remain responsible for the work we give you.

Confidential information and sensitive data

Your confidential information is non-public business information you give us or that we learn from you in the engagement, and that is marked confidential or that a reasonable person would understand to be. We will keep it confidential, use it only to deliver the engagement, share it only with people and service providers who need it for that and are bound to protect it, and protect it with reasonable care.

This does not cover information that is or becomes public through no fault of ours, that we already had or independently developed, or that we receive from someone else without a duty of confidentiality. We may disclose information if the law requires, and where legally allowed we will tell you first. Our duty lasts for three years after the engagement ends; for information that is a trade secret, it lasts for as long as it remains a trade secret.

Please do not share regulated or highly sensitive data with us unless we have agreed in writing, in advance, how it will be handled. This includes protected health information (PHI), Social Security numbers, payment card numbers, bank account credentials, passwords and secrets, export-controlled data, and children's personal information. If you share it by mistake, tell us and we will delete it on request.

Health information and HIPAA. Big Freight Life is not a HIPAA covered entity or business associate, and we do not sign Business Associate Agreements. We can advise on designing AI systems and workflows with HIPAA and other privacy rules in mind, but we do not certify, audit or guarantee compliance; you and your own counsel remain responsible for whether your systems, vendors and practices meet those rules. We work from de-identified, synthetic or sample data, never from real patient information.

We use service providers, including SessionLayer for scheduling, Stripe for payments, email providers and AI tools, and we require them to protect your information at least as well as these Terms do. Our collection and use of personal information is described in our Privacy Policy.

We do not record audio or video of sessions, or use AI transcription tools on them, unless you agree first. Please do not record us without telling us and getting our agreement.

Intellectual property

Your deliverables: once you have paid for them in full, you own the deliverables we create specifically for you under the engagement (for example reports, maps, written assessments and custom documents), excluding the BFL materials described next. You also keep ownership of everything you give us.

BFL materials: we keep all rights in our pre-existing and independently developed methods, frameworks, templates, tools, checklists, code and know-how, including improvements to them, and anything that is not made specifically for you ("BFL Materials"). If BFL Materials are included in a deliverable, we give you a non-exclusive, perpetual, worldwide, royalty-free license to use them as part of that deliverable for your own internal business purposes.

General learning: we may reuse the general skills, experience and knowledge we gain, as long as we do not use or disclose your confidential information.

Internal use: deliverables are for your own internal business use. Please do not give them to lenders, buyers, investors or regulators as our opinion without our written consent.

Third-party materials: tools, models and content from others remain under their own licenses. AI-generated material may not be protectable by copyright, and we do not promise that it is.

Portfolio and testimonials: we will not name you, use your logo or describe the engagement publicly, or publish a testimonial from you, without your permission. You may withdraw permission for future use at any time.

Feedback you give us about our services may be used by us freely.

Independent contractor

We are an independent contractor. Nothing here makes us your employee, partner, agent or joint venturer. We decide how and when to do the work, within any schedule we agree, and we may use subcontractors or service providers, remaining responsible for them. We may work with other clients, including your competitors, as long as we protect your confidential information.

Limitation of liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS WHAT YOU CAN RECOVER FROM US. TO THE FULLEST EXTENT THE LAW ALLOWS, (1) NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA OR LOSS OF GOODWILL, EVEN IF WARNED THEY MIGHT OCCUR; AND (2) BFL'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO AN ENGAGEMENT WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO BFL FOR THAT SPECIFIC ENGAGEMENT IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

These limits apply to every legal theory, including contract, negligence and other torts. They do not limit your obligation to pay fees, either party's liability for fraud, willful misconduct or gross negligence, or any liability that the law does not allow to be limited. Some of this may not apply to you if your state does not allow it.

Warranty disclaimer

EXCEPT FOR THE EXPRESS COMMITMENTS IN THESE TERMS OR A PROPOSAL, BFL PROVIDES ITS SERVICES AND DELIVERABLES "AS IS." TO THE FULLEST EXTENT THE LAW ALLOWS, BFL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT A TOOL, VENDOR OR AI OUTPUT WILL BE ACCURATE, SECURE, ERROR-FREE OR AVAILABLE, OR THAT ANY RESULT WILL BE ACHIEVED. IN PARTICULAR, WE DO NOT PROMISE ANY UPTIME OR AVAILABILITY FOR ANY AI AGENT, AUTOMATION OR WORKFLOW THAT DEPENDS ON THIRD-PARTY AI MODELS OR SOFTWARE, WHICH CAN CHANGE, FAIL OR BE WITHDRAWN WITHOUT NOTICE.

Fixing problems with a deliverable

IF A DELIVERABLE DOES NOT MEET THE PROPOSAL AND YOU TELL US IN WRITING WITHIN 30 DAYS AFTER DELIVERY, WE WILL RE-PERFORM THE AFFECTED PART AT NO CHARGE OR, IF WE CANNOT, REFUND THE FEE FOR THAT PART. THIS IS YOUR ONLY REMEDY, AND OUR ONLY OBLIGATION, FOR A DELIVERABLE THAT DOES NOT MEET THE PROPOSAL.

Indemnity

YOU WILL DEFEND AND INDEMNIFY BFL AGAINST THIRD-PARTY CLAIMS (AND PAY THE RESULTING DAMAGES, SETTLEMENTS AND REASONABLE ATTORNEYS' FEES) ARISING FROM (1) INFORMATION, DATA OR MATERIALS YOU PROVIDE TO US, INCLUDING A CLAIM THAT YOU HAD NO RIGHT TO SHARE THEM; (2) INSTRUCTIONS YOU GIVE US THAT WE FOLLOW; OR (3) HOW YOU USE OR ACT ON OUR DELIVERABLES OR ADVICE, INCLUDING YOUR USE OF AI TOOLS AND YOUR COMPLIANCE WITH LAW. THIS DOES NOT APPLY TO THE EXTENT THE CLAIM IS CAUSED BY BFL'S OWN NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.

We will tell you promptly of any claim, let you control the defense (we may join with our own lawyer at our expense), and cooperate reasonably. You may not settle a claim in a way that admits fault for us without our consent.

Our copyright promise: we will defend you against a third-party claim that a deliverable we created for you infringes that party's copyright, and pay the damages a court finally awards or that we agree to in settlement, if you tell us about the claim promptly, give us the facts, and let us control the defense and settlement. This does not cover your materials, changes anyone other than us made, combinations of the deliverable with anything we did not provide, or third-party tools you chose. It is subject to the liability cap above, and it is your only remedy for an infringement claim.

Term and ending the engagement

These Terms start when you book or accept a Proposal and continue until the work is complete. A session engagement ends when the session is delivered. Larger engagements run for the period in the Proposal.

Either of us may end an engagement for the other's material breach that is not fixed within 10 days after written notice. Unless the Proposal says otherwise, either of us may end a monthly managed engagement at the end of any month on 30 days' written notice. If you end fixed-fee project work early, you pay for the work done to date plus 25% of the remaining fee, for the time we reserved for you; the installment you already paid is credited against that total. If work is stalled waiting on you for 30 days, we may close the engagement and invoice the work done to date plus any installment then due. On any ending, we will hand over the access and documentation we hold for you.

Sections that by their nature should continue (payment, confidentiality, intellectual property, liability limits, indemnity and legal terms) continue after the engagement ends.

Force majeure

Neither of us is liable for delay or failure caused by events beyond reasonable control, such as natural disasters, illness or injury, power, internet or platform outages, government action or war. Payment obligations for work already done are not excused. If this lasts more than 30 days, either of us may end the affected engagement, and we will refund fees for work not yet delivered.

Governing law and disputes

Texas law governs these Terms, without regard to its conflict-of-law rules. Any dispute will be brought in the state or federal courts located in Dallas County, Texas, and each of us consents to that venue. There is no arbitration clause and no class-action waiver.

Before filing anything, each of us agrees to give the other written notice of the problem and at least 30 days to try to resolve it informally.

Notices

Legal notices may be sent by email: to you at the address on your booking or Proposal, and to us at hello@bfl.design. A notice is effective when sent, unless the email bounces. Please keep your email address current.

Agreement, changes and electronic acceptance

These Terms, the booking page description, and any Proposal are the whole agreement for the engagement and replace earlier discussions. If a Proposal signed or accepted in writing by both of us conflicts with these Terms, the Proposal controls for that engagement.

You accept these Terms electronically when you tick the box and complete a booking on SessionLayer, or when you accept a Proposal that refers to them. That is your legally binding electronic signature. We keep a record of the date and the version you accepted.

We may update these Terms. A change applies to bookings and Proposals made after the update, not to ones already accepted unless you agree. Neither of us can transfer the agreement without the other's consent, except that we may transfer it to a successor to our business. If a part is unenforceable, the rest stays in effect, and not enforcing a right is not giving it up.

Contact

Questions about these Terms, or a cancellation or refund request? Contact us: