1. Agreement to These Terms
These Terms and Conditions (“Terms”) govern the services provided by [Living Systems Consulting LLC], a [Minnesota] limited liability company (“LSC,” “we,” “us,” or “our”), and the relationship between LSC and any organization or individual who engages our services or uses this website (the “Client,” “you,” or “your”).
By engaging our services, signing a proposal or Statement of Work that references these Terms, or using this website, you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have the authority to bind that organization.
If you do not agree to these Terms, do not engage our services or use this website.

2. Definitions
“Services” means the consulting, facilitation, advisory, and educational services LSC provides, including the offerings described in Section 3.

“Engagement” means a specific scope of Services agreed between LSC and a Client.

“Statement of Work” or “SOW” means the written proposal, agreement, or scope document for a specific Engagement, including its fees, timeline, and deliverables.

“Deliverables” means the specific work products LSC creates for a Client to fulfill an Engagement, as described in Section 8.1.

“LSC Materials” means LSC’s pre-existing and underlying intellectual property, including our frameworks, methodologies, curriculum, models, templates, and content, as described in Section 8.2.

3. Services
LSC provides organizational consulting, facilitation, and advisory Services. Our offerings include:

• Making Kin- Staff development consulting services

• World Making- Business consulting services

• Community Stewardship- Executive mentorship consulting services

• Learning Ways Curriculum, teaching and training services

• Risk & Resilience- Conflict resolution consulting services

The specific scope, format, deliverables, timeline, and fees for any Engagement are defined in a Statement of Work. Descriptions on this website are general and do not themselves constitute an offer or commitment to provide Services on any particular terms.

4. Proposals and Statements of Work

Each Engagement is governed by a Statement of Work agreed in writing between LSC and the Client. The SOW sets out the scope, deliverables, schedule, fees, and any terms specific to that Engagement.

If anything in a signed SOW conflicts with these Terms, the SOW controls for that Engagement. These Terms apply to all Engagements unless expressly modified in writing.

5. Fees and Payment

Fees for each Engagement are set out in the applicable Statement of Work. Unless the SOW states otherwise:

• Payment is processed through Stripe or another method specified in the SOW.

• A deposit of 50% of total fees is due upon signing the SOW to reserve the Engagement, with the balance due on the schedule stated in the SOW.

• Invoices are payable within 15 days of the invoice date.

• Late payments may accrue interest at 6% per month or the maximum permitted by law, whichever is lower.

• Fees are exclusive of applicable taxes, which the Client is responsible for where required.

• LSC may pause or suspend Services if payment is overdue, after providing the Client written notice.

6. Cancellation, Rescheduling, and Refunds

Deposits. Deposits are non-refundable and reserve LSC’s time and availability for your Engagement.

Rescheduling live sessions. Scheduled sessions, facilitations, or workshops ON ZOOM/ONLINE  may be rescheduled at no charge with at least 2 days’ written notice. Rescheduling with less notice may incur a fee of 50%, at LSC’s discretion.

Scheduled sessions, facilitations, or workshops IN PERSON may be rescheduled at no charge with at least 15 days’ written notice. Rescheduling with less notice may incur a fee of 50%, at LSC’s discretion.

 

Client cancellation of an Engagement. If a Client cancels an Engagement after a SOW is signed:

• 30 or more days before the start date: refund of fees paid, less the non-refundable deposit.

• 29 days or fewer before the start date: no refund on deposit 

• After Services have begun: fees are payable for Services performed and committed costs incurred up to the cancellation date, and remaining prepaid fees are refunded at 50%

LSC cancellation. If LSC must cancel an Engagement for reasons within our control, we will refund fees paid for Services not yet delivered, or reschedule by mutual agreement.

No-shows: A Client who does not attend a scheduled session without notice forfeits that session, and no refund or makeup session is owed.

 

7. Client Responsibilities

To allow LSC to deliver Services effectively, the Client agrees to:

• Provide accurate information, timely access to relevant people and materials, and reasonable cooperation.

• Designate a point of contact authorized to make decisions for the Engagement.

• Respond to requests for input or approvals within the timeframes stated in the SOW.

Delays caused by the Client may affect timelines and fees, and LSC is not responsible for outcomes attributable to incomplete or inaccurate information provided by the Client.

 

8. Intellectual Property

This Section distinguishes between two categories of intellectual property, which are treated differently. Understanding the distinction is important, so we define each below.

8.1 Deliverables.
“Deliverables” are the specific work products LSC creates for a Client to fulfill a particular Engagement, intended for that Client’s use. Deliverables are tailored outputs, not LSC’s reusable underlying intellectual property. Examples include:

• Written reports, assessments, findings, and recommendations prepared for the Client.

• Strategy documents, plans, and roadmaps developed for the Client’s specific situation.

• Facilitation summaries, session outputs, and synthesis documents produced during the Client’s Engagement.

• Customized materials, worksheets, or artifacts created specifically for and adapted to the Client.

• Curriculum created for the Client: learning content or program materials that LSC builds specifically for the Client to own and use internally, where the SOW expressly states it is being created as a Deliverable for the Client.
   

8.2 LSC Materials.
“LSC Materials” are LSC’s pre-existing and underlying intellectual property, which we bring to every Engagement and reuse across our practice. LSC Materials are ours regardless of whether they are developed before, during, or after an Engagement. They include:

• Our frameworks: the conceptual structures, models, and approaches that organize how we work.

• Our methodologies: the processes, methods, sequences, and techniques by which we deliver Services.

• Our in-house curriculum: the educational content, teaching materials, learning designs, and program structures that LSC develops for its own practice and reuses across clients. This is distinct from the curriculum created for a Client as a Deliverable under Section 8.1.

• Our templates, tools, know-how, and the general skills and experience we apply across clients.

The distinguishing principle: a Deliverable is the specific output created for one Client’s circumstances. LSC Materials are the underlying intellectual property that makes that output possible and that we apply across all Clients. When a Deliverable incorporates or is built using LSC Materials (for example, a strategy document produced through one of our frameworks), the Deliverable transfers to the Client as described below, but the underlying LSC Materials embedded in it do not.
 

8.3 Ownership of Deliverables.
Upon LSC’s receipt of full payment for an Engagement, LSC assigns to the Client all right, title, and interest in the Deliverables created specifically for that Engagement. Before full payment, all Deliverables remain the property of LSC.
 

8.4 Ownership of LSC Materials.
LSC retains all right, title, and interest in LSC Materials at all times. Nothing in an Engagement transfers ownership of LSC Materials to the Client. To the extent any LSC Materials are contained or referenced in a Deliverable, LSC grants the Client a perpetual, non-exclusive, non-transferable license to use those LSC Materials solely as part of that Deliverable and for the Client’s internal purposes. This license does not permit the Client to extract, isolate, repurpose, resell, publish, sublicense, or use LSC Materials to provide or build competing services, or to train, teach, or develop offerings for third parties, without LSC’s prior written consent.
 

8.5 LSC’s retained rights.
LSC may use the general knowledge, skills, methods, and experience gained during an Engagement in its work with other clients. LSC may reference the Engagement in its portfolio or marketing in a manner that does not disclose the Client’s confidential information, unless the SOW provides otherwise.

 

9. Confidentiality

Each party may receive confidential information from the other in the course of an Engagement. Each party agrees to keep the other’s confidential information in confidence, to use it only for purposes of the Engagement, and not to disclose it to third parties without consent, except as required by law.

This obligation does not apply to information that is publicly available, already known to the receiving party, independently developed, or rightfully received from a third party.

 

10. Nature of Services and Disclaimers

LSC’s Services are consultative and educational in nature. Our work may draw on practices and frameworks related to organizational development, learning, group facilitation, and somatic and reflective practice.

Our Services are not a substitute for, and do not constitute, medical, psychological, therapeutic, legal, financial, or other professional advice. We do not diagnose or treat any medical or mental health condition. Participants are responsible for their own wellbeing and for seeking appropriate licensed professionals where needed.

LSC provides Services with reasonable skill and care. We do not guarantee any specific result or outcome, as outcomes depend on factors including Client participation and circumstances beyond our control.

 

11. Limitation of Liability

To the fullest extent permitted by law, LSC’s total liability arising out of or related to an Engagement will not exceed the fees paid by the Client for that Engagement.

LSC will not be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited under applicable law.

 

12. Indemnification

The Client agrees to indemnify and hold LSC harmless from claims, losses, and expenses arising from the Client’s misuse of Deliverables or LSC Materials, the Client’s breach of these Terms, or the Client’s violation of any law or third-party right in connection with an Engagement.

13. Term and Termination

These Terms apply from the time you engage our Services and continue while any Engagement is active. Either party may terminate an Engagement as provided in the applicable SOW or these Terms.

On termination, the Client will pay for Services performed and committed costs incurred up to the termination date. Sections that by their nature should survive termination (including intellectual property, confidentiality, limitation of liability, and indemnification) will survive.

 

14. Privacy and Data

LSC’s collection and use of personal information is described in our [Privacy Policy], which is incorporated into these Terms by reference. We use third-party providers (which may include [Stripe, Acuity Scheduling, Flodesk, and Zoom]) to deliver and administer Services, and your information may be processed by those providers under their own terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [California], without regard to conflict-of-law principles.

The parties will first attempt to resolve any dispute informally through good-faith discussion. If a dispute cannot be resolved within [number] days, [it will be resolved through binding arbitration in [Minneapolis, Minnesota] / either party may bring the matter in the state or federal courts located in [Minneapolis, Minnesota], and the parties consent to the jurisdiction of those courts].

 

16. Changes to These Terms

LSC may update these Terms from time to time. The current version will be posted on this website with its effective date. Material changes will not apply retroactively to an active Engagement governed by a signed SOW. Continued use of our Services after changes take effect constitutes acceptance of the updated Terms.

 

17. Contact

Questions about these Terms or our Services can be directed to:

Living Systems Consulting LLC

Email: info@wearelivingsystemsconsulting.com

These Terms constitute the entire agreement between the parties regarding their subject matter, together with any applicable Statement of Work, and supersede prior discussions and agreements on that subject matter. If any provision is found unenforceable, the remaining provisions remain in effect.