Terms of Service

1. Definitions

“Client” means any individual or entity that requests, purchases, or receives Services from EcoMetric. “Services” includes audits, diagnostics, resource-efficiency assessments, strategy roadmaps, operational recommendations, workshops, implementations support, and any related professional services. “Deliverables” means written reports, slide decks, models, analyses, datasets, templates, and other work product provided to the Client.

2. Acceptance of Terms

You accept these Terms by (a) using our website; (b) submitting a request for information; (c) signing a proposal, statement of work (“SOW”), order form, or engagement letter; or (d) paying an invoice for Services. If you do not agree, do not use the website or engage our Services.

3. Scope of Services; No Guaranteed Outcomes

EcoMetric provides professional advisory services intended to help Clients measure resource inputs, identify inefficiencies, and prioritize operational improvements. Results depend on numerous factors outside our control, including baseline conditions, equipment state, operational discipline, and execution quality. We do not guarantee specific savings, regulatory outcomes, certifications, incentives, or commercial results unless expressly agreed in writing.

4. Proposals, Statements of Work, and Engagement Changes

Engagement details may be described in a proposal, SOW, or similar document. If there is a conflict between such documents and these Terms, the engagement document controls for that engagement. Any change in scope, timeline, or assumptions may require a written change order and may affect fees and schedule.

5. Client Responsibilities

The Client agrees to provide timely access to relevant facilities (as applicable), stakeholders, operational data, and reasonable cooperation necessary to perform the Services. The Client is responsible for the accuracy, completeness, and legality of the information it provides. Delays caused by missing data, access limitations, or late feedback may extend timelines and may increase costs.

6. Scheduling, Access, and Site Rules

For on-site work, the Client will ensure EcoMetric personnel can access the site during agreed hours and comply with required safety and visitor procedures. The Client is responsible for providing appropriate safety briefings and any required protective equipment or site-specific safety requirements. EcoMetric may decline to enter areas that present unreasonable risk.

7. Fees, Invoicing, and Payment Terms

Fees are as stated in the applicable proposal/SOW or invoice. Unless otherwise specified, invoices are due upon receipt. Late payments may result in suspension of work, withholding of Deliverables, and/or late fees as allowed by law. The Client is responsible for all applicable taxes, duties, and governmental charges (excluding taxes on EcoMetric’s net income).

If a deposit or retainer is required, EcoMetric may begin work only after receipt. Any unused retainer handling is governed by the engagement document and applicable law.

8. Expenses and Third-Party Costs

Certain engagements may require travel, lodging, specialized equipment rental, data acquisition, laboratory testing, metering devices, software subscriptions, or third-party services. Unless otherwise stated, such costs are billed to the Client at cost (or as agreed) and may require pre-approval. Third-party terms may apply to third-party products or services.

9. Deliverables; Review and Acceptance

Deliverables are provided in the formats described in the engagement document. Unless otherwise stated, the Client will review Deliverables promptly and notify EcoMetric of any material issues within a reasonable period. Minor revisions may be included; significant additional work or new analyses typically require a change order.

10. Intellectual Property; License

EcoMetric retains all rights, title, and interest in its pre-existing materials, methodologies, templates, frameworks, software, and know-how (“Background IP”). To the extent Background IP is included in Deliverables, EcoMetric grants the Client a non-exclusive, non-transferable license to use the Deliverables internally for the Client’s own business purposes, subject to full payment.

Unless expressly agreed, the Client may not resell, publish, distribute, or commercially exploit Deliverables or EcoMetric Background IP. Client data and Client confidential information remain the Client’s property.

11. Confidentiality

Each party may receive confidential information from the other. The receiving party will use confidential information only to perform under the engagement and will protect it using reasonable safeguards. Confidential information does not include information that is publicly available through no breach, independently developed without reference, or rightfully received from a third party without duty of confidentiality.

If required by law or court order, a party may disclose confidential information, but will use reasonable efforts to provide notice (where permitted) so the disclosing party may seek protective treatment.

12. Data Handling; Security

EcoMetric may process operational, energy, material flow, maintenance, and production data provided by the Client. We use such data to perform Services and improve analysis quality. The Client remains responsible for ensuring it has the right to provide the data and that it complies with applicable laws. EcoMetric implements reasonable administrative, technical, and organizational measures to protect data, but no system can guarantee absolute security.

13. Compliance; Regulatory and Legal Decisions

EcoMetric’s services are not a substitute for legal advice, engineering certification, or regulatory filings unless expressly agreed in writing. The Client remains solely responsible for compliance decisions, filings, permits, safety certifications, and implementation execution. Recommendations are provided as professional opinion based on information available at the time.

14. Warranty Disclaimer

To the maximum extent permitted by law, the website and Services are provided “as is” and “as available.” EcoMetric disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

15. Limitation of Liability

To the maximum extent permitted by law, EcoMetric will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunities, even if advised of the possibility. EcoMetric’s total liability for any claim arising out of or related to the Services will not exceed the fees actually paid by the Client to EcoMetric for the specific engagement giving rise to the claim.

16. Indemnification

The Client agrees to indemnify and hold harmless EcoMetric from claims, liabilities, damages, and expenses arising out of (a) the Client’s misuse of Deliverables; (b) implementation decisions made by the Client; (c) the Client’s violation of applicable laws; or (d) materials or data provided by the Client that infringe or violate rights of others, except to the extent caused by EcoMetric’s willful misconduct.

17. Termination; Suspension

Either party may terminate an engagement as set forth in the engagement document, or (if not specified) upon written notice if the other party materially breaches and fails to cure within a reasonable period. EcoMetric may suspend Services for non-payment, unsafe site conditions, or refusal to provide required access. Upon termination, the Client will pay for Services performed and approved expenses incurred through the termination date.

18. Disputes; Governing Law; Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Any dispute arising out of these Terms or Services will be brought in the state or federal courts located in California, and the parties consent to personal jurisdiction and venue there, except where applicable law requires otherwise.

19. Communications; Notices

You consent to receive communications related to Services, scheduling, invoices, and administrative updates. Any notices required under these Terms will be provided through reasonable channels (including email), unless a different method is required by law or the engagement document.

20. Changes to These Terms

We may update these Terms from time to time. Changes apply prospectively and will not retroactively modify existing executed engagement documents unless mutually agreed in writing. Continued use of the website after updates indicates acceptance of the updated Terms.

21. Contact

Questions about these Terms can be directed to the contact information below.