Terms of Service

This Terms of Service governs your access to and use of Softpineroute’s website and services. By accessing or using our site or engaging Softpineroute for advisory services, you agree to be bound by these terms and any engagement-specific agreements. These terms describe general conditions including scope, responsibilities, fees, confidentiality, intellectual property, limitations of liability, termination, and dispute resolution. For client engagements, the terms set forth in a signed engagement letter or contract prevail to the extent they address the same subject matter. If you do not agree to these terms, please do not use the site or request our services. We may update these terms from time to time; material changes will be posted on this page with an updated effective date. Continued use after such changes constitutes acceptance of the revised terms.

Scope of services and engagement

Softpineroute provides advisory services related to capital allocation, including diagnostics, scenario planning, governance design, and implementation support. Any description of services, deliverables, timelines, and fees provided in proposals or engagement letters is incorporated into these terms by reference. Engagements typically require access to client data and key personnel and we rely on the completeness and accuracy of information provided. We will perform services using commercially reasonable skill and care consistent with industry standards; however, results are inherently forward-looking and involve judgment and assumptions. Unless explicitly agreed in a signed engagement agreement, Softpineroute does not provide accounting, tax, or legal advice. Clients are responsible for seeking specialized professional advice where appropriate and for decisions and actions taken based on our analyses. Any estimates, models, or projections are illustrative and not guarantees of future performance.

Client responsibilities and confidentiality

Clients must provide accurate information, timely access to personnel and systems, and reasonable cooperation to enable efficient delivery. Confidential business and financial information shared with Softpineroute in connection with services will be treated as confidential. We will not disclose confidential information to third parties except as required to deliver services (such as to subcontractors bound by confidentiality obligations), to comply with law, or as permitted by the client in writing. For engagements involving sensitive materials, we will execute a mutual nondisclosure agreement at the outset and can arrange secure transfer channels. Softpineroute maintains internal controls and access restrictions to protect client data; clients retain responsibility for classifying data and advising us when specific handling or retention rules apply. We may anonymize and aggregate non-identifying data derived from engagements for internal analysis and improvement of methodologies, provided no client-identifiable information is disclosed without consent.

Fees, invoicing, and payment

Fees and payment terms are set out in the engagement letter or proposal. Unless otherwise agreed, invoices are payable within thirty (30) days of invoice date. Expenses reasonably incurred in connection with services, including travel and third-party fees, are billed in addition to professional fees. We may require an upfront retainer for certain engagements and reserves the right to suspend services if invoices are overdue. Fees are exclusive of taxes and duties which the client will be responsible to pay. In the event of late payment, we may charge interest at the maximum rate permitted by applicable law and recover reasonable costs of collection. Any disputes about invoiced amounts must be raised promptly in writing; undisputed portions must remain payable while the dispute is resolved. For fixed-fee arrangements, changes in scope that materially increase effort will be handled through change orders and mutual agreement on additional fees or timeline adjustments.

Intellectual property and deliverables

Softpineroute retains ownership of intellectual property in methodologies, models, templates, tools, and any general know-how used or developed prior to or during an engagement. Unless otherwise agreed in writing, clients receive a limited, non-exclusive license to use deliverables provided for internal business purposes only. Deliverables are considered confidential and provided for client use as part of the engagement; redistribution, resale, or publication without our prior written consent is prohibited. Client-provided materials remain the client’s property; clients grant Softpineroute a license to use such materials solely to perform the services. If third-party software or data is used in producing deliverables, use of such components will be subject to the applicable third-party terms and may require separate licensing by the client. Any public release or reference to detailed case materials will require client approval unless anonymized and aggregated to remove identifying attributes.

Limitation of liability and indemnification

To the fullest extent permitted by law, Softpineroute’s total liability arising out of or related to these terms or any engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the client to Softpineroute under the relevant engagement in the twelve (12) months preceding the claim. In no event will Softpineroute be liable for any indirect, special, incidental, consequential, or punitive damages, including lost profits, loss of business, or loss of goodwill, even if advised of the possibility of such damages. The client agrees to indemnify and hold harmless Softpineroute, its affiliates, and its personnel from claims, liabilities, and expenses (including reasonable legal fees) arising out of the client’s breach of these terms, misuse of deliverables, or negligent or wrongful acts. Nothing in these terms is intended to exclude or limit liability to the extent such exclusion or limitation is not permitted by applicable law.

Termination and survival

Either party may terminate an engagement in accordance with the termination provisions in the engagement letter. If no specific termination clause exists, either party may terminate on thirty (30) days’ written notice. Upon termination, the client will pay for work performed and reasonable wind-down costs. Provisions that by their nature are intended to survive termination—including confidentiality, intellectual property, limitation of liability, indemnification, and payment obligations—will remain in force after termination. We will, upon request and subject to payment of outstanding amounts, deliver completed work product and return or, if requested, securely destroy client-provided confidential materials in accordance with the client’s instructions and any agreed retention schedule.

Governing law and dispute resolution

These terms and any engagement agreements are governed by the laws of the State of California, United States, without regard to conflict of laws principles. The parties will first attempt to resolve disputes in good faith between senior representatives. If resolution is not reached within forty-five (45) days, the parties may pursue litigation or arbitration as set out in the engagement letter. For cross-border engagements, specific dispute resolution and jurisdiction clauses in the signed engagement agreement will control. Each party consents to the exclusive jurisdiction of the federal and state courts located in San Francisco County for disputes not subject to arbitration, subject to any mandatory forum or arbitration clauses agreed between the parties.

Changes to terms and contact information

We may update these Terms of Service from time to time to reflect changes in our practices or legal requirements. We will post the updated terms on this page with an effective date. For material changes affecting existing clients, we will notify the client in writing. For questions about these terms or to request a copy of any executed engagement agreement, contact Softpineroute at [email protected] or by phone at +1 (415) 555-0123. Our head office is located at 250 Montgomery St, Suite 600, San Francisco, CA 94104, United States.