Foundry Brief - Manufacturing Intelligence & Strategic Insights

Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Foundry Brief ("Company," "we," "us," or "our") located at propexion.info. By accessing or using our website, services, or consulting offerings, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our services.

1. Definitions

"Services" refers to all consulting, advisory, analysis, and related professional services provided by Foundry Brief.

"Client" or "you" refers to the individual or entity engaging our services.

"Deliverables" refers to reports, analyses, recommendations, and other work products provided under an engagement.

"Confidential Information" means proprietary data, business information, and materials exchanged during service provision.

2. Service Terms and Engagement

2.1 Scope of Services

Our services include manufacturing consulting, operational analysis, supply chain optimization, and related professional advisory services. Specific scope, deliverables, timelines, and fees are detailed in individual service agreements or statements of work.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. Changes to active engagements require mutual written agreement.

2.3 Professional Standards

All services are provided in accordance with industry professional standards. Our recommendations are based on information provided by clients and our professional judgment at the time of engagement.

3. User Obligations and Responsibilities

3.1 Information Accuracy

Clients must provide accurate, complete, and timely information necessary for service delivery. We are not responsible for outcomes based on inaccurate or incomplete client information.

3.2 Cooperation

Clients agree to cooperate fully, provide reasonable access to personnel and facilities, and respond promptly to information requests necessary for service delivery.

3.3 Implementation

Implementation of recommendations is solely the client's decision and responsibility. We provide advisory services only and do not implement operational changes on behalf of clients.

4. Payment Terms and Fees

4.1 Fees and Billing

Service fees are specified in individual engagement agreements. Payment terms, schedules, and accepted methods are outlined in invoices. Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law.

4.2 Expenses

Reasonable expenses incurred in service delivery (travel, materials, third-party services) will be billed separately unless otherwise agreed in writing.

4.3 Refund Policy

Fees for completed work are non-refundable. For ongoing engagements terminated early, fees will be prorated based on work completed to date.

5. Intellectual Property Rights

5.1 Company IP

All methodologies, frameworks, tools, templates, and pre-existing intellectual property used in service delivery remain the exclusive property of Foundry Brief. Clients receive a limited license to use deliverables for internal business purposes only.

5.2 Client IP

All client confidential information, proprietary data, and pre-existing intellectual property remain the property of the client. We claim no ownership rights to client IP.

5.3 Work Product

Upon full payment, clients receive ownership of custom deliverables created specifically for their engagement, excluding our pre-existing IP and methodologies incorporated therein.

5.4 Usage Restrictions

Clients may not reproduce, distribute, modify, or create derivative works from our methodologies, tools, or frameworks without express written permission.

6. Prohibited Uses

Users may not:

Use our services for any unlawful purpose or in violation of these Terms
Reverse engineer, decompile, or attempt to extract methodologies or proprietary tools
Resell, redistribute, or sublicense our services or deliverables to third parties
Share login credentials or access to client portals with unauthorized individuals
Interfere with or disrupt our services, servers, or networks
Transmit viruses, malware, or harmful code through our systems
Impersonate Foundry Brief or misrepresent affiliation with our company
Use our services to compete directly with our business offerings
Collect or harvest information about other users without consent
Violate any applicable local, state, national, or international law

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to maintain confidentiality of proprietary and sensitive information disclosed during the engagement. Confidential information excludes publicly available data or information independently developed.

7.2 Duration

Confidentiality obligations survive engagement termination for a period of five (5) years unless otherwise specified in a separate non-disclosure agreement.

7.3 Permitted Disclosures

Confidential information may be disclosed when required by law, court order, or governmental authority, with prior notice to the disclosing party when legally permissible.

8. Warranties and Disclaimers

8.1 Professional Services Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is limited to re-performance of deficient services or refund of fees paid for such services.

8.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.3 Results Disclaimer

We do not guarantee specific business results, cost savings, revenue increases, or other outcomes from implementation of our recommendations. Actual results depend on numerous factors beyond our control.

9. Limitation of Liability

9.1 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

These limitations do not apply to liability for gross negligence, willful misconduct, fraud, or violations that cannot be limited by law. Some jurisdictions do not allow limitation of implied warranties or exclusion of certain damages, so limitations may not apply.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Foundry Brief, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Client's use of services in violation of these Terms
Client's breach of representations or warranties
Inaccurate or incomplete information provided by client
Implementation decisions made by client
Third-party claims related to client's business operations

11. Termination

11.1 Termination by Either Party

Either party may terminate an engagement with thirty (30) days written notice. Client remains responsible for payment of all fees for work completed and expenses incurred through the termination date.

11.2 Immediate Termination

We may terminate immediately without notice if client breaches these Terms, fails to pay fees when due, or engages in prohibited conduct. Upon termination, all outstanding fees become immediately due.

11.3 Effect of Termination

Upon termination, client access to services ceases immediately. Provisions regarding confidentiality, intellectual property, payment obligations, and liability limitations survive termination indefinitely.

12. Governing Law and Jurisdiction

12.1 Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regard to its conflict of law principles.

12.2 Jurisdiction

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware, and parties hereby consent to personal jurisdiction and venue therein.

12.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES.

13. Dispute Resolution

13.1 Negotiation

Prior to initiating formal proceedings, parties agree to attempt good faith negotiation to resolve disputes. Senior representatives shall meet within fifteen (15) days of written dispute notice.

13.2 Mediation

If negotiation fails, parties agree to participate in non-binding mediation administered by a mutually agreed mediator before pursuing litigation or arbitration.

13.3 Arbitration Option

By mutual written agreement, disputes may be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted in Delaware.

13.4 Costs

Each party bears its own costs in dispute resolution unless otherwise awarded by a court or arbitrator. The prevailing party may recover reasonable attorneys' fees in litigation.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any engagement agreements and statements of work, constitute the entire agreement between parties and supersede all prior negotiations, representations, or agreements.

14.2 Amendments

We may modify these Terms at any time by posting updated terms on our website. Continued use of services after changes constitutes acceptance. Material changes to active engagements require written agreement.

14.3 Severability

If any provision is found invalid or unenforceable, remaining provisions continue in full force and effect. Invalid provisions shall be modified to achieve economic effect consistent with original intent.

14.4 Waiver

Failure to enforce any right or provision does not constitute waiver of such right or provision. Waivers must be in writing to be effective and do not waive other rights or provisions.

14.5 Assignment

Clients may not assign or transfer rights under these Terms without our prior written consent. We may assign these Terms to affiliates or in connection with merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or governmental actions.

14.7 Independent Contractor

Foundry Brief is an independent contractor. Nothing in these Terms creates partnership, joint venture, agency, or employment relationship between parties.

Terms and Conditions