Legal
Terms of Service
Effective Date: January 31, 2026
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”) and Steele Nash LLC (“Steele Nash,” “we,” “us,” or “our”), governing your use of our website at steelenash.com and all consulting, implementation, and support services we provide.
By engaging our services, executing a Statement of Work, or using our website, you agree to be bound by these Terms. Please read them carefully.
1. Services
Steele Nash provides custom AI workflow design, development, implementation, training, and ongoing optimization services for small and mid-sized businesses. Specific deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or service agreement executed between the parties.
We reserve the right to decline any engagement at our discretion. Acceptance of a project is not confirmed until a signed SOW has been received.
2. Client Responsibilities
To enable successful delivery, you agree to:
- Provide timely access to systems, tools, data, and personnel reasonably required for the engagement
- Designate a primary point of contact with authority to make decisions on your behalf
- Review and provide feedback on deliverables within agreed timeframes
- Ensure your use of any data provided to Steele Nash complies with applicable laws and third-party agreements
- Maintain current, valid licenses for all software and systems in your environment that we are asked to integrate with
Delays caused by failure to meet these responsibilities may result in revised timelines and, where significant, additional fees.
3. Fees, Payment, and Expenses
3.1 Fees
All fees are stated in the applicable SOW. Unless otherwise specified, fees are quoted in U.S. dollars and are exclusive of applicable taxes.
3.2 Payment Terms
Invoices are due within thirty (30) days of the invoice date unless otherwise agreed in writing. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We reserve the right to suspend services on accounts more than forty-five (45) days past due.
3.3 Expenses
Out-of-pocket expenses (e.g., third-party software licenses, travel if agreed upon) will be invoiced at cost and are payable with the associated invoice.
3.4 Disputes
You must notify us in writing of any invoice dispute within ten (10) days of receipt. Undisputed portions of invoices remain due on the original terms.
4. Intellectual Property
4.1 Client Data and Systems
You retain all ownership of your data, business information, and pre-existing systems. Nothing in these Terms transfers ownership of your data to Steele Nash.
4.2 Deliverables
Upon receipt of full payment for an engagement, Steele Nash assigns to you all rights, title, and interest in the custom deliverables developed specifically for your engagement, excluding the items described in Section 4.3.
4.3 Retained IP
Steele Nash retains ownership of all pre-existing tools, frameworks, methodologies, general-purpose code libraries, and know-how developed independently of your engagement. To the extent any such retained IP is incorporated into your deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use it solely in connection with those deliverables.
4.4 No Competitive Use
You may not resell, sublicense, or make our proprietary methodologies or workflow architectures available to third parties without our prior written consent.
5. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with an engagement, and to use such information solely to perform obligations under these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order (with prompt written notice to the other party, where permitted).
Confidentiality obligations survive termination of any engagement for a period of three (3) years.
6. Data Security and Privacy
Steele Nash maintains reasonable technical and organizational security measures consistent with industry standards. We do not store your raw business data on our systems beyond what is necessary to perform services. All data pipelines are built within your infrastructure or in isolated environments.
We will not use your business data to train AI models or share it with third parties except as required to perform the agreed services or as required by law.
Our collection and use of personal data submitted through our website is governed by our Privacy Policy, which is incorporated into these Terms by reference.
7. Representations and Warranties
7.1 Steele Nash Warranties
We represent that: (a) we have the legal authority to enter into these Terms; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) we will comply with applicable laws in performing the services.
7.2 Client Warranties
You represent that: (a) you have the legal authority to enter into these Terms; (b) any data or content you provide does not infringe third-party rights and was lawfully obtained; and (c) your use of our services will comply with applicable laws.
7.3 Disclaimer
Except as expressly stated above, Steele Nash provides all services “as is” and disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that AI workflows will be error-free or that results will meet any specific performance targets.
8. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Steele Nash be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or data, arising out of or related to these Terms or the services, even if advised of the possibility of such damages.
Our total cumulative liability to you for any claims arising under or related to these Terms shall not exceed the total fees paid by you to Steele Nash in the three (3) months preceding the claim.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.
9. Indemnification
You agree to indemnify, defend, and hold harmless Steele Nash and its officers, employees, and contractors from and against any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your use of our deliverables in violation of applicable law; or (c) any third-party claim that data or content you provided infringes their intellectual property or privacy rights.
10. Term and Termination
10.1 Term
These Terms remain in effect for the duration of any active engagement and continue to govern completed engagements with respect to payment, IP, confidentiality, and warranty provisions.
10.2 Termination for Convenience
Either party may terminate an active engagement with thirty (30) days written notice. You remain responsible for payment of all fees for work completed through the effective date of termination, plus any non-cancellable third-party costs incurred.
10.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice describing the breach.
10.4 Effect of Termination
Upon termination, each party shall promptly return or destroy the other's confidential information. Sections 4, 5, 6, 7.3, 8, 9, and 12 survive termination.
11. Independent Contractor
Steele Nash is an independent contractor, not an employee, partner, or agent of yours. Nothing in these Terms creates a joint venture, partnership, or employment relationship. We retain the right to perform services for other clients, provided we meet our confidentiality obligations to you.
12. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Colorado, without regard to its conflict of law principles. The parties agree to attempt to resolve any dispute informally by written notice before initiating formal proceedings. If not resolved within thirty (30) days, the dispute shall be submitted to non-binding mediation administered by a mutually agreed mediator in Denver, Colorado. If mediation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Denver, Colorado. The prevailing party shall be entitled to recover reasonable attorneys' fees.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
13. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated by posting the updated Terms on our website with a revised effective date. Your continued engagement with our services after such changes constitutes acceptance of the updated Terms. For active engagements, material changes to Terms will not apply until the current SOW period expires or is renewed.
14. General Provisions
- Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior discussions and agreements.
- Severability: If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full effect.
- Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of future enforcement rights.
- Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
- Notices: All legal notices must be sent in writing to the addresses specified in the applicable SOW or to the contact information below.
- Force Majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, government actions, or infrastructure outages.
15. Contact
Questions about these Terms should be directed to: