Terms of Service
These Terms of Service form a binding agreement between you ("Client", "you", or "your") and Blueskytrail Inc. ("Blueskytrail", "we", "us"). They govern access to and use of our website, consultations, deliverables, and any other services we provide. By engaging with Blueskytrail or submitting an inquiry through this website, you agree to these terms. If you are entering into an engagement on behalf of an organization, you represent and warrant that you have authority to bind that organization. The terms below describe the scope of services, ordering and acceptance, payment, confidentiality, intellectual property rights, data protection, limitations of liability, indemnification, termination, and governing law. For specific project work the parties will also execute a statement of work or agreement that references these Terms and specifies deliverables, timelines, and fees. Where a separate written agreement exists it shall control to the extent of any inconsistency with these Terms. If you do not agree, do not use the services or submit confidential materials until a mutually agreeable contract has been executed.
Scope of services and engagement
Blueskytrail provides professional services focused on revenue growth planning, including but not limited to discovery, opportunity sizing, experiment roadmaps, revenue operations design, pricing analysis, and related advisory work. Specific services, milestones, deliverables, and acceptance criteria will be described in a mutually agreed statement of work (SOW) or proposal. The SOW will state the scope, timelines, fees, payment schedule, and any client responsibilities. Client agrees to provide timely access to personnel, data, systems, and other information necessary for delivery. Our work is conducted based on information provided by the Client; accuracy and completeness of that information are the Client's responsibility. Blueskytrail may engage subcontractors or specialized partners to perform portions of the work, provided we remain responsible for overall delivery. Any changes to scope will be handled through a written change order reflecting adjustments to time, deliverables, and fees. Unless otherwise agreed in the SOW, we provide advisory services and operational artifacts; the Client retains responsibility for implementing and operating any changes at scale, subject to any agreed handoff or transition arrangements in the SOW.
Fees, invoices, and payment
Fees for services are set out in the applicable SOW or proposal. Unless otherwise specified, payment terms are net thirty (30) days from invoice date. We invoice according to milestones or periodic schedules agreed in the SOW. Expenses pre-approved by the Client, such as travel or third-party licensing, will be billed in addition to professional fees. If the Client disputes an invoice in good faith, the Client must notify Blueskytrail in writing within ten (10) days of receipt; the parties will seek to resolve the dispute promptly, and undisputed portions of the invoice remain payable. Late payments are subject to interest at the lesser of 1.5% per month or the maximum permitted by law. If the Client fails to pay, Blueskytrail may suspend work or withhold deliverables until payment is made. All fees are exclusive of taxes; the Client is responsible for any applicable taxes, except for taxes based on Blueskytrail's net income. For continued retainers, either party may request a review of fees at reasonable intervals; fee changes require mutual agreement documented in writing.
Confidentiality and data handling
Each party will maintain the confidentiality of the other's confidential information and use it only for purposes of the engagement. Confidential information excludes data that is public through no breach, already known to the recipient, or rightfully obtained from a third party without restriction. Blueskytrail will implement reasonable administrative, technical, and physical measures to protect Client data and will process personal data in accordance with the Privacy Policy and applicable law. Client grants Blueskytrail a limited license to use data provided for the sole purpose of performing the services. Upon termination or at Client's request, Blueskytrail will return or securely dispose of confidential materials, except where retention is required by law or for legitimate business records. Blueskytrail may retain aggregated, de-identified metrics for internal benchmarking and product improvement, provided data cannot be traced back to the Client or individuals. Any specific data processing provisions required by regulation will be included in the SOW or a separate data processing addendum where applicable.
Intellectual property and deliverables
Unless otherwise agreed in writing, Blueskytrail retains ownership of its pre-existing intellectual property, methodologies, templates, algorithms, and tools used in performing services. Upon full payment, Blueskytrail grants the Client a perpetual, non-exclusive, non-transferable license to use deliverables (such as roadmaps, playbooks, and reports) within the Client's organization for internal business purposes. If deliverables incorporate third-party materials, the Client's use will be subject to the applicable third-party license terms. Client is responsible for obtaining any required rights for content, data, or third-party materials it provides. Blueskytrail may reference the engagement and non-confidential high-level results in marketing materials unless Client requests otherwise in writing. Specific ownership, transfer, or white-label arrangements may be negotiated and documented in the SOW or a separate agreement.
Warranties, disclaimers, and limitation of liability
Blueskytrail warrants that services will be provided in a professional manner consistent with industry standards. Except for this limited warranty, services and deliverables are provided "as is" and Blueskytrail disclaims all other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose. Client acknowledges that outcomes of experiments and initiatives involve uncertainty and that Blueskytrail does not guarantee specific revenue or business results. To the maximum extent permitted by law, Blueskytrail's aggregate liability for any claim arising under these Terms or an SOW will not exceed the total fees paid by the Client to Blueskytrail for the specific services giving rise to the claim in the prior twelve (12) months. Neither party will be liable for consequential, incidental, special, or punitive damages, loss of business, or lost profits. Nothing in this section limits liability for gross negligence, willful misconduct, or other liabilities that cannot be limited by law.
Indemnification and insurance
Client agrees to indemnify, defend, and hold harmless Blueskytrail and its officers, directors, employees, and agents from and against any third-party claims arising from Client's breach of these Terms, infringement of third-party rights, or misuse of deliverables. Blueskytrail will maintain commercial general liability insurance and professional liability/ E&O coverage appropriate for its business. Upon request, Blueskytrail will provide proof of insurance to the Client subject to confidentiality and standard redactions. Indemnification obligations will be subject to the indemnified party providing prompt written notice of a claim, reasonable cooperation in defense or settlement, and sole control over defense and settlement with counsel of its choosing, provided that the indemnifying party may participate in the defense with counsel at its expense.
Termination and effect of termination
Either party may terminate an SOW for material breach if the other party fails to cure the breach within thirty (30) days after written notice. Blueskytrail may suspend services for non-payment. Upon termination, Client will pay Blueskytrail for services performed and reasonable expenses incurred through the termination date. Blueskytrail will deliver completed work and, where practicable, reasonable transition assistance to the Client or successor provider at rates to be agreed. Provisions that by their nature survive termination, including confidentiality, intellectual property rights, limitation of liability, and payment obligations, will continue beyond termination.
Governing law, dispute resolution, and general provisions
These Terms and any SOW will be governed by the laws of the State of California, United States, without regard to conflict of laws principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation. If unresolved within thirty (30) days, disputes may be submitted to binding arbitration in San Francisco, California, under the rules of the American Arbitration Association, unless the parties agree otherwise. Each party is an independent contractor; these Terms do not create a partnership, joint venture, or agency relationship. Neither party may assign its rights or obligations without the other's prior written consent, except to a successor in connection with a merger or sale of substantially all assets. If any provision is found invalid, the remainder will remain in effect. These Terms, together with any SOW, constitute the entire agreement between the parties and supersede prior negotiations regarding the subject matter.
Contact for legal and privacy requests
For legal notices, privacy inquiries, or to exercise data rights, contact Blueskytrail's legal/privacy team at [email protected] or mail Blueskytrail Inc., 125 Market St, Suite 400, San Francisco, CA 94105, United States. For urgent matters, call +1 415-555-0132. We will acknowledge receipt of legal requests and will coordinate responses in accordance with applicable law and these Terms.