Welcome to Safe Harbor Solutions (a subsidiary of Legacy Holdings of Georgia, LLC. (“Company,” “we,” “our,” or “us”). These Terms & Conditions (“Terms”) govern your access to and use of our website located at safeharborsolutionsga.com/terms (the “Site”) and our professional services (the “Services”). By accessing the Site or engaging our Services, you agree to be bound by these Terms.

If you do not agree to these Terms, do not access the Site or use our Services.

1) Definitions

• Client: The person or entity purchasing or using the Services.
• Deliverables: Work products or outputs described in a Statement of Work (“SOW”).
• SOW / Proposal / Engagement Letter: A written document describing the scope, timeline, fees, and assumptions.
• Confidential Information: Non-public information disclosed by either party, including business, technical, and personal data.

2) Services & Scope

We provide professional services as defined in the applicable SOW/Proposal/Engagement Letter.

• Any work not expressly included is considered out-of-scope and may require a change order with revised timeline and fees.
• We reserve the right to refuse unlawful or unethical work.

3) Client Responsibilities

You agree to:

• Provide accurate, complete information and timely approvals;
• Ensure you have rights to materials you provide (text, data, logos, images);
• Grant us necessary access to systems, tools, and stakeholders;
• Comply with laws and regulations applicable to your use of the Services.

Delays caused by Client may extend timelines and may incur additional fees.

4) Fees, Invoices & Payment

• Fees: As set forth in the applicable SOW.
• Invoicing: [e.g., upfront deposit of 10%, milestones, or monthly billing].
• Payment Terms: [e.g., Net 15/30] days from invoice date, payable via [ACH, card, check].
• Late Payments: May incur a 10% monthly interest or the maximum permitted by law.
• Expenses: Pre-approved out-of-pocket expenses are invoiced at cost plus 3% admin fee.
• Taxes: Client is responsible for applicable taxes (excluding our income taxes).

We may suspend Services for nonpayment.

5) Cancellations, Rescheduling & No-Shows

• Cancellation: Written notice required. If canceled, Client remains responsible for work performed and any non-refundable commitments.
• Rescheduling: Subject to availability; repeated rescheduling may incur fees.
• No-Shows: Sessions missed without 24-hour notice may be forfeited or billed.

6) Changes & Change Orders

Material changes to scope, assumptions, or Client delays may trigger a change order with adjusted pricing and timeline.

7) Deliverables & Acceptance

• We will deliver as described in the SOW.
• Client must review and either accept or provide written, specific feedback within 7 business days.
• If no feedback is provided within the review window, the Deliverables are deemed accepted.

8) Intellectual Property

Company IP (methods, tools, templates, know-how) remains our property.

• Client Materials remain Client’s property.
• Deliverables Ownership:
  • Option A (Work-for-Hire): Upon full payment, Client owns Deliverables (excluding embedded Company IP). We grant a perpetual, non-exclusive license to any embedded Company IP solely as needed to use the Deliverables.
  • Option B (License Model): Company retains ownership; we grant Client a non-exclusive, non-transferable license to use Deliverables for internal business purposes upon full payment.

Select one option in your SOW.

9) Confidentiality

Each party agrees to protect the other’s Confidential Information with at least reasonable care and not to disclose it except to personnel or subcontractors who need to know and are bound by confidentiality. Exceptions include information that is publicly known, independently developed, or required to be disclosed by law (with notice where lawful).

10) Data Protection & Privacy

If we process personal data, we will use it solely to provide Services and in accordance with our Privacy Policy at [link].

• Client represents it has lawful basis to provide any personal data.
• Additional data processing terms (e.g., a DPA) may be required for regulated information.

11) Third-Party Tools & Dependencies

Services may rely on third-party platforms, APIs, software, or vendors. We are not responsible for outages, changes, or limitations imposed by third parties, but will make commercially reasonable efforts to mitigate impact.

12) Warranties & Disclaimers

• We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards.
• No Other Warranties: The Services and Deliverables are provided “AS IS” to the fullest extent permitted by law. We disclaim all implied warranties (merchantability, fitness for a particular purpose, noninfringement).

13) Limitation of Liability

To the maximum extent permitted by law:

• Indirect Damages: We are not liable for indirect, incidental, special, consequential, punitive damages, or loss of profits, revenue, or data.
• Cap: Our total liability arising out of or related to the Services is limited to the amounts actually paid by Client to Company for the Services in the three (3) months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations; in such cases, limitations apply to the fullest extent permitted.

14) Indemnification

Client agrees to indemnify, defend, and hold harmless Company and its personnel from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:

• Client-provided materials or data;
• Client’s breach of these Terms;
• Client’s violation of law or third-party rights.

15) Non-Solicitation (Optional)

During the engagement and for [12] months thereafter, Client shall not directly solicit employment of Company’s employees or contractors without written consent. This does not restrict general advertising not targeted at Company personnel.

16) Subcontracting

We may use vetted subcontractors to deliver portions of the Services. We remain responsible for the work product of our subcontractors.

17) Term & Termination

• Term: As specified in the SOW.
• Termination for Convenience: Either party may terminate with 30 days’ written notice (subject to payment for work performed and committed costs).
• Termination for Cause: Either party may terminate for material breach not cured within 30 days of written notice.
• Upon termination, Client must pay all amounts due and cease use of any unpaid Deliverables.

18) Publicity & Portfolio (Optional)

Unless prohibited in the SOW, Client grants us the right to reference Client name, logo, and high-level project description in our portfolio, case studies, and marketing materials. You may opt out by written notice.

19) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, acts of government, labor disputes, cyber incidents, widespread outages).

20) Compliance & No Professional Advice

Unless explicitly stated in the SOW, our Services do not constitute legal, tax, accounting, financial, medical, or other regulated professional advice. Client should consult appropriate licensed professionals.

21) Notices

Official notices must be in writing and delivered to:

• Company: Safe Harbor Solutions, 320 E Clayton St, Suite 425, Athens, GA 30601, info@safeharborsolutionsga.com, 
• Client: The contact listed in the SOW.
  Notices are deemed received: (i) upon email confirmation (excluding auto-replies), (ii) two business days after certified mail, or (iii) upon courier delivery confirmation.

22) Dispute Resolution

• Good-Faith Negotiation: Parties will first attempt to resolve disputes through good-faith discussions.
• Mediation: If unresolved within [30] days, parties will attempt mediation in Clarke County, GA.
• Venue: If litigation ensues, the state and federal courts located in Clarke County, Georgia shall have exclusive jurisdiction and venue.

23) Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles.

24) Assignment

Client may not assign these Terms or any SOW without our prior written consent. We may assign in connection with merger, acquisition, or sale of substantially all assets.

25) Entire Agreement

These Terms, the SOW(s), and any incorporated policies (e.g., Privacy Policy) constitute the entire agreement and supersede all prior proposals, understandings, or communications.

26) Severability; Waiver

If any provision is found unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of that provision or any other.

27) Updates to Terms

We may update these Terms by posting a revised version on the Site and updating the “Last Updated” date. Continued use of the Site or Services constitutes acceptance of the updated Terms.

28) Contact

Questions? Email info@safeharborsolutionsga.com or call (404) 965-2350