These Terms explain how Chelsea Strategies works with clients and people who visit or interact with us online. Part I applies to our work with clients, Part II applies to our website and online channels, Part III to both. By confirming work, paying an invoice, or using our materials, you agree to these Terms unless a separate written agreement says otherwise.
Effective Date: November 3, 2025
These Terms remain in effect until superseded or replaced.
These Terms and Conditions (“Terms”) govern all engagements and interactions with Chelsea Strategies, which operates collectively through affiliated entities in New York and Florida (“Chelsea Strategies”).
By engaging Chelsea Strategies, including by email confirmation, purchase order, payment of an invoice, or use of any Deliverable, you agree to these Terms unless a separate written agreement expressly supersedes them.
Definitions
For purposes of these Terms, the following definitions apply:
1. Relationship to Other Agreements
If the parties have executed a separate written agreement, that agreement takes precedence, and these Terms apply only to matters not addressed in the written agreement.
If Chelsea Strategies provides Services under another party’s master agreement, these Terms only apply where not consistent with that governing contract.
2. Disclosure of Interests
Chelsea Strategies and its principals may hold, or may in the future acquire, financial interests, investments, or advisory roles in companies or sectors related to our work.
3. Delivery and Acceptance of Deliverables
Deliverables are deemed accepted upon the earlier of: (a) Client’s use of the Deliverable, or (b) seven (7) Business Days after delivery if no specific written concern is raised.
4. Fees and Payment
All invoices are due upon receipt, unless otherwise specified in writing.
If Client believes an invoice includes an error, Client must notify Chelsea Strategies in writing within ten (10) Business Days of receipt, describing the disputed portion in reasonable detail. The undisputed portion remains due upon receipt. Failure to provide timely notice constitutes acceptance of the invoice.
Chelsea Strategies may suspend work, restrict access to materials, or delay Deliverables if payment is not received when due. Late payments accrue interest at 1% per month (12% annually) or the maximum allowed by law. If Chelsea Strategies must pursue formal collection of undisputed amounts overdue by more than thirty (30) days, the Client will be responsible for reasonable collection costs, including legal fees.
All fees are exclusive of applicable taxes and any transaction or payment-processing costs (such as wire or transfer fees), which remain the Client’s responsibility.
5. Intellectual Property and Third-Party Materials
Chelsea Strategies retains ownership of all frameworks, methodologies, templates, data models, analytical approaches, and other pre-existing materials (“Proprietary Materials”).
Clients are granted a non-exclusive, non-transferable license to use final Deliverables for internal business purposes upon full payment, unless otherwise agreed in writing.
Where Deliverables or insights are jointly developed, both parties may use such materials for their respective business purposes unless otherwise agreed in writing.
Chelsea Strategies may reuse non-confidential learnings, insights, or general know-how developed in the course of providing Services, provided such reuse does not disclose the Client’s confidential information.
Deliverables may include or rely on third-party data, reports, software, or platforms licensed to Chelsea Strategies. Such materials remain the property of their owners and are provided subject to their respective terms. Clients may use such materials only as incorporated in the Deliverables and may not redistribute, extract, or reverse-engineer them.
6. Client Responsibility and Use of Deliverables
Client is solely responsible for all business decisions made using the Services or Deliverables. Chelsea Strategies provides analysis and recommendations for decision support only and does not guarantee specific outcomes or results.
7. Confidentiality
Each party agrees to protect all non-public information received from the other and to use it solely for purposes of the engagement. These obligations do not apply to information that is public, already known, independently developed, or required by law or court order to be disclosed.
8. Marketing and Publicity
Chelsea Strategies may identify the Client by name and logo in marketing materials, proposals, presentations, or online, unless the Client requests otherwise in writing.
9. Termination
Either party may terminate an engagement at any time upon written notice. The Client remains responsible for payment of all work performed and any non-cancelable commitments made before termination.
For month-to-month retainer engagements, the Client must provide at least thirty (30) days’ written notice of termination. During this notice period, the Client remains responsible for payment of the final month of Services, whether or not such Services are utilized.
The following sections survive termination: Sections 4 (Fees and Payment), 5 (Intellectual Property and Third-Party Materials), 6 (Client Responsibility and Use of Deliverables), 7 (Confidentiality), 8 (Marketing and Publicity), 9 (Termination), 10 (Limitation of Liability — Client Engagements), 13 (Governing Law and Jurisdiction), 14 (Updates to Terms), and 15 (Privacy Policy).
10. Limitation of Liability (Client Engagements)
To the fullest extent permitted by law, Chelsea Strategies shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits or data, arising from or related to these Terms, the Services, or any related Deliverables.
Chelsea Strategies’ total cumulative liability for any claim arising out of or relating to an engagement shall not exceed the lesser of (a) USD $10,000, or (b) the total fees paid for the specific engagement giving rise to the claim, regardless of the number of claims.
Chelsea Strategies shall have no liability for the Client’s use or misuse of any third-party data, reports, or tools.
11. Online Content and User Submissions
The Site and Chelsea Strategies’ Online Channels may include links to third-party platforms or allow user comments or submissions. Chelsea Strategies does not control or endorse third-party sites and is not responsible for their content or policies, which you access at your own risk.
Any comments, feedback, or materials submitted through the Site or any Chelsea Strategies Online Channel may be used, reproduced, or displayed by Chelsea Strategies for business and marketing purposes.
All content published by Chelsea Strategies on the Site or through our Online Channels is provided for general informational purposes only.
12. Limitation of Liability (Website and Online Channel Use)
The Site and Chelsea Strategies’ Online Channels are provided on an “as is” and “as available” basis. Chelsea Strategies makes no warranties regarding their content, accuracy or availability and is not liable for any damages or losses resulting from their use or reliance on their content.
13. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles.
Any dispute shall be brought in the state or federal courts located in Miami-Dade County, Florida, except where otherwise required by law or agreed in writing.
14. Updates to Terms
Chelsea Strategies may update these Terms periodically. The current version will always be available at chelseastrategies.com/terms.
Updates do not modify any separate signed agreement unless expressly stated. Continuing to engage Chelsea Strategies after an update constitutes acceptance of the revised Terms.
15. Privacy Policy
Chelsea Strategies’ handling of personal and business information is governed by our Privacy Policy, available at chelseastrategies.com/privacy-policy, which is incorporated by reference into these Terms.
For questions about these Terms, please contact legal@chelseastrategies.com
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