Terms and conditions

Clutch Mindset
NetSuite Consulting Services

Last Updated: April 27, 2026

1. Introduction

Welcome to Clutch Mindset (“Company,” “we,” “our,” or “us”). These Terms and Conditions (“Terms”) govern your use of our NetSuite consulting services, website, and any related services provided by Clutch Mindset. By engaging our services or accessing our website, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

Please read these Terms carefully before engaging our services.

2. Services Overview

Clutch Mindset provides professional NetSuite consulting services, including but not limited to:

NetSuite implementation and deployment
System configuration and customization
SuiteScript development and SuiteFlow automation
Data migration and integration services
NetSuite training and user adoption support
Ongoing support and maintenance
Business process optimization
System audits and health checks
Reporting and analytics (SuiteAnalytics, Saved Searches)

3. Engagement & Scope of Work

3.1 Statement of Work (SOW)

All consulting engagements shall be governed by a mutually agreed-upon Statement of Work (SOW) that outlines:

Project scope and deliverables
Timeline and milestones
Resource allocation
Pricing and payment terms
Acceptance criteria

The SOW shall be incorporated into and subject to these Terms. In the event of any conflict between the SOW and these Terms, the SOW shall prevail with respect to that specific engagement.

3.2 Change Requests

Any changes to the agreed scope of work must be submitted in writing through a formal Change Request process. Changes may affect:

Project timeline
Budget and fees
Resource requirements
Deliverables

No change shall be implemented until both parties have agreed in writing to the modified terms.

4. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

Access: Provide timely access to NetSuite environment(s), relevant systems, and necessary credentials

Resources: Designate a primary point of contact and make key stakeholders available

Data: Provide accurate and complete data, documentation, and business requirements

Decisions: Make timely decisions and provide approvals to avoid project delays

Environment: Maintain appropriate NetSuite licenses and ensure sandbox/production environments are available

Communication: Respond to inquiries within a reasonable timeframe (typically 2–5 business days)

5. Fees & Payment Terms

5.1 Fee Structure

Services may be provided on:

Time & Materials (T&M): Billed at agreed-upon hourly/daily rates
Fixed Fee: A predetermined amount for defined deliverables
Retainer: Monthly recurring fee for ongoing support services

5.2 Payment Terms

Invoices are issued monthly or as specified in the SOW
Payment is due within thirty (30) days of invoice date
All fees are quoted in US Dollars (USD) unless otherwise specified
Late payments are subject to interest at 1.5% per month or the maximum rate permitted by law

5.3 Expenses

Pre-approved travel, software, and third-party expenses will be billed at cost plus a 10% administrative fee unless otherwise agreed.

6. Intellectual Property Rights

6.1 Pre-Existing IP

Each party retains ownership of its pre-existing intellectual property. Clutch Mindset retains ownership of all proprietary tools, methodologies, templates, frameworks, and code libraries developed independently of the engagement.

6.2 Work Product

Upon full payment, the Client shall own all custom deliverables specifically created for the Client as outlined in the SOW (“Work Product”), excluding:

Clutch Mindset’s pre-existing IP
Generic components, scripts, or tools that may be reused across clients
Third-party software or components

Clutch Mindset grants the Client a perpetual, non-exclusive license to use any of its pre-existing IP incorporated into the Work Product.

6.3 NetSuite IP

Nothing in these Terms transfers any intellectual property rights in NetSuite software or Oracle products. Such rights remain with Oracle/NetSuite and are subject to their respective license agreements.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement, including:

Business processes and strategies
Financial data
Customer information
Technical configurations and customizations
Trade secrets

7.2 Obligations

The receiving party shall:

Use confidential information solely for the purpose of the engagement
Not disclose confidential information to third parties without prior written consent
Maintain confidentiality for three (3) years following termination of the engagement

7.3 Exclusions

Confidentiality obligations do not apply to information that:

Is publicly available through no fault of the receiving party
Was known prior to disclosure
Is independently developed without reference to confidential information
Is required to be disclosed by law or court order

8. Warranties & Disclaimers

8.1 Service Warranty

Clutch Mindset warrants that:

Services will be performed in a professional and workmanlike manner
Personnel assigned have appropriate skills and experience
Deliverables will materially conform to specifications in the SOW for thirty (30) days following acceptance

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLUTCH MINDSET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

NetSuite or any third-party software will be error-free
Services will achieve specific business outcomes
Customizations will be compatible with future NetSuite updates

9. Limitation of Liability

9.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLUTCH MINDSET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CLUTCH MINDSET IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Damages

IN NO EVENT SHALL CLUTCH MINDSET BE LIABLE FOR ANY:

Indirect, incidental, special, or consequential damages
Loss of profits, revenue, data, or business opportunities
Cost of substitute services
Damages arising from Client’s use of third-party products

9.3 Exceptions

These limitations do not apply to:

Breach of confidentiality obligations
Gross negligence or willful misconduct
Indemnification obligations

10. Indemnification

10.1 By Clutch Mindset

We agree to indemnify and hold harmless the Client from any third-party claims arising from:

Infringement of intellectual property rights by our original Work Product
Our gross negligence or willful misconduct

10.2 By Client

The Client agrees to indemnify and hold harmless Clutch Mindset from any third-party claims arising from:

Client-provided data, content, or materials
Client’s use of deliverables in violation of these Terms
Client’s violation of applicable laws or regulations

11. Term & Termination

11.1 Term

These Terms remain in effect for the duration of any active SOW or ongoing service agreement.

11.2 Termination for Convenience

Either party may terminate an engagement with thirty (30) days written notice, subject to payment for all services rendered and non-cancelable expenses incurred.

11.3 Termination for Cause

Either party may terminate immediately if the other party:

Materially breaches these Terms and fails to cure within fifteen (15) days of written notice
Becomes insolvent or files for bankruptcy
Ceases to conduct business in the normal course

11.4 Effect of Termination

Upon termination:

Client shall pay for all services performed through the termination date
Each party shall return or destroy confidential information
Provisions relating to IP, confidentiality, limitation of liability, and indemnification shall survive

12. Data Protection & Security

12.1 Compliance

Clutch Mindset maintains appropriate administrative, technical, and physical safeguards to protect Client data. We comply with applicable data protection laws and regulations.

12.2 Data Handling

We access Client systems only as necessary to perform services
We do not sell, share, or use Client data for purposes outside the engagement
Upon request, we will delete or return all Client data within thirty (30) days of engagement completion

12.3 Client Responsibilities

The Client is responsible for:

Ensuring appropriate data backups before any migration or implementation
Compliance with their own data protection obligations
Obtaining necessary consents for data processing

13. Non-Solicitation

During the term of any engagement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was involved in the engagement, without prior written consent.

This provision does not apply to general recruitment advertising or unsolicited applications.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to:

Natural disasters
Acts of war or terrorism
Government actions or regulations
Epidemics or pandemics
Internet or infrastructure outages
NetSuite/Oracle service disruptions

The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

15. Dispute Resolution

15.1 Informal Resolution

The parties agree to attempt to resolve any dispute informally through good-faith negotiation for thirty (30) days before pursuing formal remedies.

15.2 Mediation

If informal resolution fails, the parties agree to participate in mediation before a mutually agreed-upon mediator.

15.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to conflict of law principles.

15.4 Venue

Any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in [Your County/City, State].

16. General Provisions

Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties

Amendment: These Terms may only be modified in writing signed by both parties

Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect

Waiver: Failure to enforce any right does not constitute a waiver of that right

Assignment: Neither party may assign these Terms without prior written consent, except in connection with a merger or acquisition

Notices: All notices shall be in writing and delivered via email with confirmation or certified mail

Independent Contractors: The relationship is that of independent contractors; nothing herein creates an employment or agency relationship

17. Contact Information

For questions about these Terms and Conditions, please contact us:

Clutch Mindset

Email: [info@clutchmindset.com]
Phone: 512-593-6144
Address: 5900 Balcones Drive, Suite 21618, Austin, Texas 78731

Acceptance

By engaging Clutch Mindset’s services, signing a Statement of Work, or using our website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Note: This document is a template and should be reviewed by a qualified attorney before use. Bracketed items should be replaced with your specific business information. Laws and regulations vary by jurisdiction; ensure compliance with applicable local, state, and federal requirements.