Terms of Service
These Terms of Service govern your use of the Openfieldguide website and any consulting services provided by Openfieldguide. By accessing or using our site or engaging our services you agree to these terms. If you are entering into an engagement on behalf of an organization you represent, you confirm you have authority to bind that organization. Please read these terms carefully and contact us if you have questions about any provision. Where a specific client agreement or statement of work exists, that agreement takes precedence for the particular engagement to the extent of any conflict with these general terms.
1. Acceptance and applicability
These terms apply whenever you visit or use our website, request information, or engage Openfieldguide for consulting services related to cost reduction, procurement, process improvement, or technology enablement. By using the site or requesting services you accept these terms and acknowledge that you have read our Privacy Policy which explains how we collect and process personal data. For services we will normally confirm scope, deliverables, timeline and fees in a statement of work or service agreement. That statement of work and any accompanying contractual documents form the primary agreement for the engagement. If a conflict arises between the statement of work and these Terms, the statement of work governs for that engagement. We may update these terms occasionally to reflect changes in our practices or legal requirements. Material updates are posted on this page and, where appropriate, we will notify existing clients directly. Continued use after changes indicates acceptance of the updated terms. If you do not agree with the terms you should not use the site or request services. For organization accounts the person accepting these terms confirms they have authority to bind the organization and that the organization will comply with these terms.
2. Scope of services and deliverables
Openfieldguide offers diagnostics, pilots, program design, and execution support to identify and realize cost reduction opportunities. Specific deliverables - such as reports, roadmaps, playbooks, scorecards, or dashboards - are set out in the statement of work for each engagement. Our services are tailored to the client context and depend on data access, stakeholder availability, and agreed priorities. Deliverables are provided for the client s internal use and may include recommendations for supplier negotiations, process redesign, and technology adoption. We do not guarantee specific savings outcomes because results depend on implementation by client teams and third parties. Where we provide estimated financial impact or timelines we base those estimates on available data, benchmarking, and professional judgment; estimates are indicative and not a contractual promise unless explicitly agreed in writing in the statement of work. For engagements that require access to client systems, data transfers or integrations we will agree security, confidentiality and access arrangements in advance. Clients are responsible for verifying assumptions before implementing recommendations, and for obtaining any internal approvals necessary to execute changes. If the client requires additional services beyond an agreed scope we will propose supplementary work and associated fees in writing.
3. Client obligations and information
Clients must provide accurate and complete information necessary for the performance of services. This may include financial records, spend data, supplier contracts, organizational charts and process documentation. Timely access to relevant personnel and data sources is critical to the success of diagnostics and pilots. Clients will ensure they have the right to share any data provided to Openfieldguide and will obtain any required consents prior to sharing personal information. Where we act as a processor on behalf of a client, the client is the controller and is responsible for complying with applicable data protection requirements and for providing lawful instructions to Openfieldguide. Clients must also ensure compliance with applicable laws and internal policies when implementing recommendations. Openfieldguide may rely on client-provided data, and we are not liable for errors or omissions in such data. If confidential third-party information is necessary for an engagement, the client should secure appropriate rights or permissions for its use. Delays or failures by the client to provide requested information may result in revised timelines or fees. We expect collaborative cooperation; repeated failure to cooperate may lead to suspension or termination of services subject to the terms of the governing statement of work and any notice requirements described therein.
4. Intellectual property and permitted use
Openfieldguide retains ownership of its proprietary materials, methodologies, tools, templates and any pre-existing intellectual property used in the delivery of services. Unless otherwise agreed in writing, we grant clients a limited, non-exclusive, non-transferable license to use deliverables for their internal business purposes. Clients may not sublicense, distribute, or publish our proprietary content externally without prior written permission. If our deliverables incorporate third-party software or licensed materials, use is subject to the third-party license terms and the client may need to obtain separate licenses. For client-provided materials, the client retains ownership while granting Openfieldguide a license to use such materials solely for the purpose of delivering services under the engagement. When we create bespoke intellectual property during an engagement and the parties agree on ownership transfer in the statement of work, such transfer will be governed by the terms set out in that document along with any payment or licensing arrangements. We reserve the right to use aggregated, anonymized findings to improve our methods and for marketing purposes provided no confidential or personally identifiable information is disclosed. Any public case studies or testimonials will be subject to client approval before publication.
5. Disclaimers, limitation of liability and indemnity
Our services are professional advisory services and are provided on an as-is basis within the agreed scope. Openfieldguide does not warrant that recommendations will achieve particular financial results because outcomes depend on many factors including client actions and third-party behavior. To the maximum extent permitted by law, Openfieldguide s liability for damages arising out of or related to these terms, the website or any services provided is limited to the fees paid by the client for the specific engagement giving rise to the claim during the twelve months prior to the event. In no event will Openfieldguide be liable for indirect, incidental, special or consequential damages including lost profits, business interruption, or loss of data even if advised of the possibility of such damages. Clients will indemnify and hold Openfieldguide and its personnel harmless from any claims, liabilities, damages or costs arising from client-provided data, breach of representations, or misuse of deliverables. Nothing in these terms limits liability for death or personal injury resulting from negligence where applicable law prohibits such limitation, or other liabilities that cannot be excluded by law. Clients are encouraged to take reasonable steps to validate recommendations and to seek their own legal or tax advice when implementing significant changes that may have regulatory, employment or other legal consequences.
6. Termination and suspension
Either party may terminate an engagement as set out in the governing statement of work or service agreement. In the absence of specific termination provisions, either party may provide written notice if the other party materially breaches obligations and fails to cure within a reasonable period. Openfieldguide may suspend access to services or deliverables if the client fails to pay fees, provide required information, or otherwise fails to cooperate to a degree that prevents performance. Upon termination for any reason the client will pay for services performed up to the effective date of termination and for any non-cancellable commitments made on the client s behalf. Termination does not affect rights and obligations that by their nature should survive, including payment obligations, confidentiality, indemnities, and intellectual property provisions. If a client terminates an engagement for convenience, cancellation fees may apply as specified in the statement of work. We will seek to wind down work in an orderly manner and, where appropriate, provide a handover of materials in accordance with agreed arrangements and fees for wind-down activities.
7. Governing law and dispute resolution
These terms are governed by the laws of the state of California, United States, without regard to conflict of law principles. Parties will attempt to resolve disputes through good faith negotiations. If a dispute cannot be resolved amicably within a reasonable period, parties may agree to mediation prior to initiating litigation. If litigation becomes necessary the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. To the extent applicable law requires a different forum for certain claims, such claims will proceed in the appropriate forum. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its rights pending resolution of a dispute. The prevailing party in any legal action to enforce these terms is entitled to recover reasonable attorneys fees and costs to the extent permitted by law.
8. Changes to terms and contact information
We may update these Terms of Service from time to time. Material changes will be posted on this page with an updated effective date and, where appropriate, we will inform existing clients directly. Continued use of the website or services after changes means you accept the revised terms where permitted by law. For questions about these terms contact Openfieldguide at the address below. Our contact details for legal or contractual notices are: Openfieldguide, 123 Market St, Suite 400, San Francisco, CA 94103, United States; phone +1 (415) 555-0198; email [email protected]. If you are a client under an existing contract please follow the notice procedures specified in that contract for formal communications.