Service Agreement

This Service Agreement describes the standard terms under which Morlune Quantara provides operational consulting and process improvement services to clients. It is intended to supplement any proposal, invoice, statement of work, or written project description accepted by the client and the Company.

The purpose of this agreement is to define the relationship between the Company and the client, clarify service expectations, allocate responsibilities, and establish practical rules for scope, deliverables, payment, communication, confidentiality, and project completion.

By approving a proposal, paying an invoice, submitting written authorization, or otherwise instructing us to begin work, the client accepts this Service Agreement unless a separate written contract signed by both parties expressly replaces it.

Morlune Quantara provides operational consulting and process improvement services for business clients. Services may include organizational process assessment, internal procedure development support, workflow simplification recommendations, performance improvement planning, documentation structuring, communication review, and team coordination advisory.

The specific services for each client will be described in a proposal, statement of work, invoice, or written project description. Services not expressly included in the agreed scope are excluded and may require a separate quote.

We do not provide legal advice, financial advice, investment advice, accounting services, tax services, regulated professional services, human resources compliance services, or technology administration services. Any materials we provide must be reviewed by the client and, where appropriate, by licensed professionals before implementation.

Each engagement is limited to the scope agreed before work begins. Scope may include the departments, workflows, documents, meetings, reports, review areas, number of revisions, and delivery format described in the applicable written materials.

Deliverables may include written recommendations, process review summaries, workflow observations, internal procedure drafts, implementation plans, coordination frameworks, performance improvement suggestions, or other consulting materials. Deliverables are advisory in nature unless expressly stated otherwise.

Any work outside the agreed scope, including additional departments, new documents, expanded review, urgent deadlines, additional meetings, additional drafts, or implementation support, may require additional fees and revised timelines.

The client must provide accurate and complete information necessary for the engagement. This may include existing process descriptions, internal documents, organizational charts, team role descriptions, communication samples, scheduling information, workflow challenges, and operational goals.

The client must designate a primary contact who has authority to provide information, approve deliverables, request revisions, and make decisions on behalf of the client organization.

The quality and usefulness of our recommendations depend significantly on the accuracy, completeness, and timeliness of client-provided information. We are not responsible for limitations caused by inaccurate data, incomplete materials, delayed responses, internal disagreements, or changes in client priorities.

Estimated timelines are based on the scope of work, client responsiveness, project complexity, and our availability at the time the engagement is accepted. Unless expressly stated as firm deadlines in writing, timelines are estimates and not guarantees.

Timelines may be extended if the client delays providing information, requests changes, misses meetings, expands the scope, fails to approve materials, or requires additional review. We will make reasonable efforts to communicate timing changes when they become apparent.

Delivery may occur by email, shared document, project platform, downloadable file, video meeting, written report, or another commercially reasonable method selected by the Company.

The client agrees to pay all fees stated in the applicable invoice, proposal, or written service description. Unless otherwise stated, fees are payable in United States dollars and do not include taxes, bank fees, payment processor fees, or third-party costs.

Payment may be required in advance, by milestone, monthly, or upon completion depending on the engagement. Late payments may result in paused services, delayed delivery, suspension of access to deliverables, or termination of the engagement.

If additional work is requested or required, we may provide a separate quote. We are not obligated to begin additional work until pricing and scope have been accepted.

The client is responsible for reviewing deliverables promptly after receipt. Unless a different review period is stated in writing, the client should provide revision requests or written concerns within seven business days after delivery.

Reasonable revisions may be provided when a deliverable does not align with the agreed scope or requires clarification. Revisions are not intended to create an entirely new project, replace the original strategy, add new service areas, or expand the engagement beyond what was purchased.

If the client does not provide feedback within a reasonable review period, the deliverable may be considered accepted for purposes of project completion and payment.

Both parties may receive confidential information during the engagement. Confidential information includes non-public business information, operational materials, internal documents, client data, project communications, pricing, methods, and other information reasonably understood to be confidential.

Each party agrees to use confidential information only for purposes of the engagement and to protect it using reasonable care. Confidential information may be shared with employees, contractors, advisors, or service providers only where necessary to perform obligations or manage the business relationship.

Confidentiality obligations do not apply to information that is publicly available, independently developed, already known without restriction, received from a third party without breach of duty, or required to be disclosed by law.

Upon full payment, the client may use final deliverables internally for the business purpose described in the engagement. Unless otherwise agreed in writing, the client receives a limited, non-exclusive, non-transferable license to use the final deliverables within its own organization.

Morlune Quantara retains ownership of its pre-existing materials, templates, frameworks, know-how, methods, processes, sample language, consulting techniques, and general knowledge developed independently of the client engagement.

The client may not resell, publish, distribute, sublicense, or commercially exploit our deliverables outside its own organization without our written permission.

Morlune Quantara acts as an independent contractor and not as an employee, partner, joint venturer, fiduciary, legal representative, or agent of the client. We do not assume management authority over the client’s business, employees, contractors, finances, compliance obligations, or operational decisions.

The client remains responsible for supervising its personnel, making business decisions, implementing recommendations, ensuring legal and regulatory compliance, and determining whether our recommendations are appropriate for its circumstances.

Either party may terminate an engagement as provided in the applicable proposal or written agreement. If no specific termination provision applies, either party may terminate by written notice, subject to payment for work performed, time reserved, non-cancellable expenses, and deliverables prepared through the termination date.

We may terminate immediately if the client fails to pay, requests unlawful work, provides false information, engages in abusive conduct, breaches confidentiality, misuses our materials, or otherwise materially breaches this Service Agreement.

Termination does not eliminate payment obligations for services already performed or expenses already incurred.

Our services are advisory and depend on client implementation and external business conditions. We do not guarantee specific operational, financial, productivity, employee, compliance, or market results.

To the fullest extent permitted by law, our liability for any claim arising out of or related to a service engagement is limited as described in our Limitation of Liability page and any applicable written agreement.

The client agrees that its primary remedies for concerns about deliverables are clarification, reasonable revision, service credit where appropriate, or other remedies expressly provided in writing.