Effective July 8, 2026
This Master Services Agreement ("Agreement" or "MSA") governs all consulting and advisory services provided by Konstellis LLC, a New Jersey limited liability company ("Konstellis" or "Consultant"), to the party purchasing services ("Company" or "Client"). "Company" means the legal entity identified in the applicable Statement of Work or quote, or, where none exists, the entity identified at checkout or on the payment record on whose behalf the purchase is made. Company accepts this Agreement by any of the following: checking the acceptance box at checkout, paying a quote or invoice, or executing a Statement of Work referencing this Agreement. The individual taking any of these actions represents that they have authority to bind Company. This Agreement may also be referred to as Konstellis's "Terms of Service." Consultant and Company may be referred to individually as a "Party" and collectively as the "Parties."
This is a commercial agreement between business entities acting in a business capacity, entered into at arm's length between sophisticated parties. It shall not be construed as a consumer contract, employment relationship, or fiduciary arrangement, and shall not be construed against either Party as drafter. Each Party has had the opportunity to consult independent legal counsel regarding this Agreement, including the jury trial waiver and limitation provisions, and no special relationship or duty exists outside this Agreement.
1.1 Incorporated policies. All purchases are subject to the Konstellis Refund Policy at https://konstellis.com/return-refund-policy and Privacy Policy at https://konstellis.com/privacy-policy, incorporated by reference. Acceptance of this Agreement constitutes acceptance of both.
1.2 Statements of Work. A "Statement of Work" or "SOW" is a quote, scoping document, or order describing deliverables, timeframes, fees, and payment structure, issued by Consultant and accepted by Company. A SOW is accepted, and becomes binding, upon Company's payment, or upon signature where a signature block is used. Each SOW incorporates this Agreement and is governed by the version in effect on its acceptance date. Each purchase through a Konstellis checkout, payment link, or invoice constitutes acceptance of the associated SOW under this Agreement.
1.3 Precedence. In conflict: (a) an executed SOW, solely for its engagement; (b) this Agreement; (c) incorporated policies. A SOW may vary this Agreement only by express reference to the specific section being varied; general, inconsistent, or pre-printed terms in a SOW, purchase order, or Company form do not vary this Agreement. Sections 7 (Fees Earned; No Refunds), 15 (Intellectual Property), 17 (Limitation of Liability), and 18 (Time Limit on Claims) may not be varied by any SOW and may be modified only by a written amendment to this Agreement signed by Consultant.
1.4 Versions. Konstellis may update this Agreement prospectively by posting a revised version with a new effective date. The version in effect at acceptance governs that SOW. Dated prior versions are maintained and available on request.
Prior to acceptance of a SOW, discussions between the Parties, including intake and scoping calls, are preliminary. Consultant provides no advice, analysis, or recommendations during preliminary discussions, and no engagement, reliance, advisory duty, or obligation of any kind arises from them. Consultant's only undertakings before payment are those in an accepted SOW.
3.1 Services. Consultant provides management consulting and business advisory services as described in each SOW. SOWs describe deliverables and timeframes, not process or method.
3.2 Operational control. The manner, means, methods, tools, sequencing, and staffing of the services are within Consultant's sole discretion. Consultant may use subcontractors and may use AI-powered or automated tools in performing services; Company agrees not to assert claims based solely on such use.
3.3 No professional advice. Consultant does not provide legal, tax, accounting, investment, or other licensed professional advice. Company is responsible for its own decisions and for implementation of any recommendation, and should consult its own licensed advisors.
3.4 No guaranteed outcomes. Consultant will perform with reasonable professional skill and care. Consultant does not warrant any particular business result or outcome. Except as stated in this Section, Consultant makes no other warranties, express or implied, to the maximum extent permitted by law.
4.1 Retainers (time and materials). Retainer engagements are prepaid balances of consulting time, drawn down as used, billed in thirty (30) minute increments or part thereof at the rate stated in the SOW. Retainer terms, allocations, expiry, and any term commitment are stated in the SOW. Unused hours expire as the SOW provides; expired hours are forfeited without refund or credit.
4.2 Fixed-fee engagements. Fixed-fee engagements are prepaid, either in full at acceptance or in instalments as the SOW provides. Each instalment is due before the period or phase it covers begins.
4.3 Discovery engagements. Where scope cannot be responsibly fixed from Company's stated position, Consultant may propose a retainer-based discovery engagement. Discovery fees are standalone and are not credited against any subsequent engagement. Consultant may, but is not obligated to, issue a fixed-fee SOW following discovery.
5.1 Assumption basis. Fixed fees and timeframes are premised on the assumptions, data, and material information stated by Company, as recited or referenced in the SOW ("Assumption Basis").
5.2 Assumption failure. An assumption failure occurs when (a) Consultant determines in writing that any element of the Assumption Basis is materially inaccurate or incomplete, or (b) Company changes its data, deliverable requirements, or material information after acceptance.
5.3 Effect. Upon assumption failure, the fixed-fee engagement and its timeframes pause. Corrective work is quoted by Consultant and billed hourly at the standard rate, prepaid. Timeframes extend by the duration of the pause and resume upon completion of corrective work and payment.
5.4 Recasting. If corrective work materially changes scope, Consultant may re-quote the SOW at its sole discretion. Any credit of amounts previously paid toward a re-quoted SOW is at Consultant's sole election and is never an entitlement.
5.5 Non-acceptance. If Company declines a corrective quote or re-quote within ten (10) business days, the SOW remains suspended, or Consultant may terminate it, at Consultant's election, with all amounts paid retained under Section 7.
6.1 Structure in SOW. Fee amounts, instalments, and due dates are stated in each SOW. The consequences of non-payment are governed by this Agreement.
6.2 Condition precedent. All fees are payable in advance. Consultant's obligation to perform is conditioned on receipt of cleared funds. Work does not commence, sessions are not held, and deliverables are not released for any period or phase not paid in full. Payment initiation is not payment.
6.3 Stop-work. Any missed, lapsed, failed, or reversed payment suspends all services automatically and without notice, including withholding of deliverables in progress. Suspension creates no liability or obligation on Consultant's part; timeframes extend by the duration of the suspension; resumption follows payment and is subject to Consultant's availability. If a lapse continues for thirty (30) days, Consultant may terminate the SOW with all amounts paid retained.
6.4 Payment methods. Accepted payment methods are determined by Consultant and presented at checkout, in the applicable SOW, or on the invoice. Consultant may require any amount to be paid by ACH credit or wire transfer initiated by Company. Consultant does not initiate debits against Company accounts.
6.5 Invoice-rail amounts. Any amount properly invoiced and unpaid past its due date accrues interest at 1.5% per month or the maximum lawful rate, whichever is lower, and Company shall reimburse Consultant's reasonable collection costs where Consultant prevails in collection.
6.6 Taxes. Fees are exclusive of taxes. Consultant's services are professional advisory services rendered specifically for Company and are not currently subject to New Jersey sales tax; any tax determined to apply is Company's responsibility.
7.1 Earned upon receipt. Fees compensate capacity reservation, scoping, preparation, engagement commitment, and work performed, and are earned in full upon receipt. The Parties expressly waive any apportionment of fees to individual deliverables, phases, sessions, or time periods.
7.2 No refunds. All payments, including retainers, fixed fees, instalments, and prepayments, are final and non-refundable, regardless of usage, cancellation, suspension, or termination.
7.3 Discretionary accommodation. Any refund, credit, or accommodation in any circumstance is at Consultant's sole and absolute discretion and creates no precedent, entitlement, or course of dealing.
7.4 Billing errors. Consultant corrects documented billing errors: a charge not matching the agreed price or quantity, a duplicate charge, or an unauthorized charge. Company must notify support@konstellis.com in writing within thirty (30) days of the charge with documentation. Verified errors are corrected by refund or credit at Consultant's election. Dissatisfaction, change of mind, or unused hours are not billing errors.
Company agrees that all charges under this Agreement are authorized, agrees to raise any billing question under Section 7.4 before initiating any chargeback or payment dispute, and agrees not to initiate a chargeback on any authorized charge. Upon any chargeback of an authorized charge, Consultant may suspend all services immediately, and Company remains liable for the disputed amount, dispute fees, and reasonable costs of recovery. Consultant maintains contemporaneous records of communications, recordings, and delivery and will submit them in any payment dispute.
Out-of-pocket expenses and third-party costs, including software, SaaS subscriptions, data, tooling, and services procured for the engagement, are Company's responsibility. Where practicable, Company contracts and pays third parties directly; otherwise, pre-approved costs are passed through at cost, prepaid or reimbursed on presentation. Expenses and third-party costs are never creditable against retainer hours or fixed fees. Consultant makes no warranty as to third-party platforms or tools, and Company assumes responsibility for decisions relying on them.
10.1 Advisory services. Advisory time, sessions, and strategic counsel are consumed as rendered and are not subject to revision or acceptance procedures.
10.2 Documented deliverables. Each documented deliverable includes up to two (2) revision rounds. Revision requests must be submitted in writing, in consolidated form, within five (5) business days of delivery. Further revisions, and revisions requested after acceptance, are billed hourly at the standard rate, prepaid.
10.3 Deemed acceptance. A documented deliverable is accepted upon the earlier of Company's written acceptance or the expiry of five (5) business days from delivery without a written, specific revision request. Acceptance closes the revision window.
Consultant's obligations are limited to the deliverables stated in the applicable SOW. Requests beyond stated deliverables, expanded analyses, additional sessions, or rework of accepted deliverables require a written change order or new SOW, quoted by Consultant and prepaid. No obligation arises from informal requests, and Consultant may decline out-of-scope requests without consequence. Consultant has no obligation to monitor Company's operations, systems, or implementation; to update, revise, or supplement deliverables after acceptance; or to notify Company of developments, changes, or issues arising after delivery. Each engagement ends with its deliverables.
12.1 Information. Company is responsible for the accuracy and completeness of information it provides. Consultant may rely on it without independent verification.
12.2 Responsiveness. Company shall respond to Consultant's routine requests for information, decisions, or approvals within five (5) business days. If Company fails to respond, Consultant may give written notice; if uncured within five (5) further business days, Consultant may suspend performance under Section 6.3, with timeframes extended accordingly. Fixed fees are not reduced by Company delay.
12.3 Scheduling. Sessions are scheduled by mutual agreement. Company may reschedule a session without charge on at least twenty-four (24) hours' written notice. Sessions cancelled or missed on shorter notice are billed in full against Company's retainer balance or allocation, or at the standard hourly rate. Consultant may reschedule on reasonable notice.
Engagement communications are conducted in writing and by conference. Company consents, for itself and its participating personnel, to the recording of conferences and calls with Consultant, including preliminary calls where notice is given, for documentation and record-keeping. If any participant does not consent, Company must notify Consultant in writing before the session.
Each Party shall protect the other's non-public information, use it only for the engagement, and not disclose it to third parties without written consent, except as required by law. This Section applies retroactively to information disclosed before acceptance of this Agreement, including during preliminary discussions. This obligation survives termination for three (3) years and constitutes the Parties' non-disclosure agreement; no separate NDA is required.
15.1 Retained methodology. All methodologies, frameworks, models, templates, tools, know-how, and pre-existing materials of Consultant, including improvements developed during any engagement, remain Consultant's sole and exclusive property.
15.2 Deliverables licence. Upon payment in full, Company receives a perpetual, non-exclusive, non-transferable licence to use the deliverables prepared for it for any internal business purpose. Deliverables are prepared specifically for Company and may not be resold, published, distributed, or furnished to third parties without Consultant's written consent, except to Company's professional advisors under confidentiality.
15.3 Derivative works. A work is a "derivative work" owned by Consultant only if it both (a) substantially incorporates Consultant's proprietary methodologies, frameworks, or work product such that a reasonable observer would recognize substantial similarity in structure, logic, or content, and (b) derives its primary value from Consultant's intellectual property such that removing it would require fundamental redesign. Works failing either test are not derivative works. Company's implementation of Consultant's recommendations, internal systems built to execute them, and outcomes achieved through them are expressly not derivative works. Extraction, repackaging, or commercialization of Consultant's methodologies is prohibited.
15.4 Residuals; non-exclusivity. Consultant is free to use the general knowledge, skills, and experience retained in unaided memory from any engagement. Nothing in this Agreement restricts Consultant from providing the same or similar services, applying the same or similar methodologies, or pursuing the same or similar outcomes for any other client, including competitors of Company. Company acquires no exclusivity over Consultant's methods, availability, or practice.
Company shall not solicit or hire Consultant's personnel or subcontractors during the engagement and for twelve (12) months after termination. Breach obliges Company to pay Consultant the greater of the individual's annualized compensation or $50,000.00 as liquidated damages, representing a reasonable pre-estimate of recruitment, training, and disruption costs.
Consultant's total aggregate liability arising out of or relating to this Agreement, in contract, tort, or otherwise, shall not exceed the fees paid by Company for the services giving rise to the claim in the twelve (12) months preceding the claim, excluding all expenses, pass-through amounts, and third-party costs under Section 9. Neither Party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits, revenue, or opportunity. Nothing limits liability that cannot lawfully be limited.
Recourse limited to entity. Company's sole recourse for any claim arising out of or relating to this Agreement, any SOW, or the services is against Konstellis LLC as an entity. Company shall not assert any claim against, and irrevocably waives and releases all claims against, Konstellis's members, owners, officers, directors, managers, employees, contractors, and agents in their individual or personal capacities, regardless of legal theory. No such individual has any personal liability under or in connection with this Agreement.
All claims by Company arising out of or relating to this Agreement or any SOW must be brought within one (1) year of completion or termination of the applicable SOW, whichever is earlier, regardless of legal theory. Company acknowledges its continuous access to deliverables during each engagement makes deficiencies reasonably discoverable within this period, that this limitation is a material inducement to Consultant's pricing, and that claims outside it are barred. A claim is brought upon written notice specifically identifying the alleged deficiency or upon filing.
Company shall indemnify, defend, and hold harmless Consultant against claims, damages, and expenses, including reasonable legal fees, arising from (a) Company's breach of this Agreement, (b) Company's violation of law, (c) third-party claims arising from Company's use of deliverables beyond the licence granted, or (d) legal process directed at Consultant arising from Company's business operations, affairs, or conduct, including any third-party claim, action, investigation, inquiry, subpoena, or demand in which Consultant is named, joined, or compelled to participate by reason of its engagement by Company.
Consultant selects its own counsel. Company shall advance Consultant's legal fees, costs, and expenses monthly as incurred, within fifteen (15) days of invoice, from first notice of the indemnified matter through final resolution, so that Consultant is at no time out of pocket. Advanced amounts are deemed earned upon Consultant prevailing or upon resolution in Consultant's favor; if a matter is finally determined to fall outside this Section, Company may recover only those advanced amounts shown to be unreasonable or unnecessary. Company's advancement obligation is independent of any dispute over the underlying matter and is not subject to setoff.
No duty to resist legal process. Upon receiving legal process relating to Company or the engagement, Consultant will give Company notice where lawful. Consultant may thereafter comply with such process without liability to Company, and has no obligation to object, resist, move to quash, seek protective orders, or narrow any production unless Company so requests in writing and advances all associated fees and costs in accordance with this Section. Compliance with legal process is not a breach of Section 14 or any other provision of this Agreement. Company shall compensate Consultant for time spent responding to or participating in any legal process or proceeding arising from Company's business, affairs, or disputes, including document collection, review, preparation, deposition, and testimony, at Consultant's standard hourly rate, invoiced and payable under Section 6.
20.1 Term. This Agreement remains in effect until terminated by either Party on thirty (30) days' written notice; termination does not affect active SOWs, which run to completion under this Agreement.
20.2 Termination for cause. Consultant may terminate this Agreement and any SOW immediately upon Company's non-payment, chargeback of an authorized charge, material breach, insolvency, or abusive, unethical, or unlawful conduct. All amounts paid are retained under Section 7.
20.3 No specific performance. The services are personal, requiring Consultant's specialized judgment and discretion. Company waives any right to specific performance, injunction, restraining order, or other equitable remedy compelling Consultant to perform, continue, or resume services, and waives any claim of irreparable harm arising from Consultant's suspension or cessation of services during non-payment, dispute, or breach. Monetary damages, as limited by this Agreement, are Company's sole remedy for any non-performance. Continuation of services during any dispute is within Consultant's sole discretion. This Section does not limit Consultant's rights under Section 22.
20.4 Survival. Sections 7, 8, 13 through 19, and 20 through 23 survive termination.
Neither Party is liable for delay caused by events beyond its reasonable control, with prompt notice. Force majeure does not excuse Company's payment obligations, entitle Company to any refund, or excuse Company's responsiveness obligations. Fees for services performed remain earned.
This Agreement is governed by New Jersey law without regard to conflicts principles. Exclusive venue is the Superior Court of New Jersey, Bergen County, or the United States District Court for the District of New Jersey; each Party consents to jurisdiction there and waives forum objections. Each Party knowingly and voluntarily waives trial by jury.Before commencing proceedings, the Party raising a dispute shall give written notice and the Parties shall negotiate in good faith for fifteen (15) business days, except for injunctive relief or undisputed payment obligations. The prevailing Party in any proceeding recovers its reasonable legal fees and costs.
Company acknowledges that breach of Sections 14 (Confidentiality), 15 (Intellectual Property), or 16 (Non-Solicitation) would cause Consultant irreparable harm for which monetary damages are inadequate. Consultant is entitled to seek injunctive and equitable relief for any actual or threatened breach of those Sections, without posting bond and without limiting any other remedy, and may pursue equitable and monetary remedies concurrently.
23.1 Independent contractor. Consultant is an independent contractor; no partnership, joint venture, employment, agency, or fiduciary relationship is created. Consultant retains sole control of its personnel and operations.
23.2 Notices.Notices must be in writing by email: to Consultant at hello@konstellis.com; to Company at the email address stated in the applicable SOW or, where none exists, the email address on the payment record. Notices are effective on receipt. Each Party shall keep its notice address current.
23.3 Entire agreement. This Agreement, incorporated policies, and accepted SOWs are the entire agreement and supersede prior discussions. Informal materials, drafts, and proposals are non-binding unless incorporated into an accepted SOW.
23.4 Amendment; waiver. This Agreement changes only under Section 1.4; SOW amendments require writing by both Parties. No waiver by silence or conduct; no waiver of one breach waives another. Remedies are cumulative.
23.5 Assignment. Company may not assign this Agreement or any SOW without Consultant's written consent. Consultant may assign this Agreement and any SOW, without consent, to an affiliate or to any successor in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets or equity, and this Agreement binds and benefits the Parties' permitted successors and assigns. Section 20.3 does not limit assignability under this Section.
23.6 Severability. Unenforceable provisions are severed; the remainder stands.
23.7 No third-party beneficiaries. None, except that the individuals identified in Section 17 (Recourse limited to entity) are intended third-party beneficiaries of that provision and may enforce it directly.
23.8 Non-exclusive. This Agreement is non-exclusive for both Parties.
23.9 Marketing. Consultant may identify Company by name and logo as a client unless Company opts out in writing.
23.10 Electronic acceptance. Electronic acceptance, signature, and records are valid and enforceable. The individual accepting represents authority to bind Company.
Acceptance. This Agreement is not executed by signature. It is accepted and becomes binding as provided in the preamble and Section 1.2: by checking the acceptance box at checkout, by payment of a quote or invoice, or by execution of a Statement of Work incorporating this Agreement by reference. Payment constitutes consideration and acceptance.
Questions: hello@konstellis.com. Billing: support@konstellis.com.
Konstellis LLC
