FBSM Service Terms

Terms & Conditions for Services.

These Terms & Conditions establish general terms that may apply to services provided by Finesse Business Solutions & Management, LLC ("FBSM").

Effective August 14, 2026

Important

These website terms do not, by themselves, create a client engagement. They apply only when incorporated into or referenced by a written agreement, statement of work, proposal, purchase order, subcontract, or other contract accepted by FBSM and the client. If the applicable contract contains different terms, the applicable contract controls.

SECTION 01

Scope of Services

FBSM provides business, program, administrative, compliance, quality assurance, process, systems, documentation, contract, procurement, project coordination, and related professional support services.

Specific services, deliverables, schedules, responsibilities, performance standards, and fees will be identified in the applicable written agreement or statement of work.

FBSM may also provide specialized support in areas where its principal or assigned personnel possess relevant professional experience, including disaster recovery, behavioral health, human services, regulated programs, and government contracting environments.

SECTION 02

Contract Documents & Order of Priority

Each engagement may include one or more documents, including a master services agreement, statement of work, proposal, purchase order, task order, subcontract, modification, or other written authorization.

If there is a conflict between these Terms and a signed agreement, purchase order, government contract, subcontract, or other governing contract document, the terms of the governing contract document will control to the extent of the conflict.

SECTION 03

Client Responsibilities

The client will provide timely access to the information, personnel, systems, records, facilities, approvals, and other resources reasonably required for FBSM to perform the agreed services.

The client is responsible for the accuracy and completeness of information supplied to FBSM unless verification of that information is expressly included in the scope of work.

Delays, additional work, or changes resulting from incomplete, inaccurate, unavailable, or late information may require an adjustment to the schedule, scope, or fees.

SECTION 04

Changes in Scope

Work that materially differs from the agreed scope will not automatically become part of the engagement.

Changes to services, deliverables, schedules, staffing, assumptions, or responsibilities should be documented in writing through an amended statement of work, change order, contract modification, email authorization, or other written agreement acceptable to the parties.

SECTION 05

Fees, Expenses & Payment

Fees may be structured as hourly, fixed-price, milestone, retainer, task-based, or another pricing method identified in the applicable agreement.

Unless otherwise stated in the governing agreement, undisputed commercial invoices are due within thirty (30) calendar days of the invoice date.

Deposits, advance payments, milestone payments, retainers, reimbursable expenses, travel, materials, or other costs will apply only when identified or authorized under the applicable agreement.

Payment requirements for government contracts, subcontracts, grants, purchase orders, or other public-sector engagements will be governed by the applicable contract terms and incorporated requirements.

FBSM may suspend non-government work for materially overdue, undisputed invoices after providing reasonable written notice, unless the governing agreement provides otherwise.

SECTION 06

Deliverables & Intellectual Property

Ownership and permitted use of engagement-specific deliverables will be governed by the applicable written agreement.

Unless expressly transferred in writing, FBSM retains ownership of materials, templates, processes, methodologies, frameworks, tools, forms, systems, know-how, intellectual property, and other materials developed or owned by FBSM before or independently of a client engagement ("FBSM Background Materials").

When FBSM Background Materials are incorporated into a client deliverable, the client may use those materials as reasonably necessary to use the deliverable for its intended purpose, unless the applicable agreement provides different rights.

Government contracts and subcontracts may provide different ownership, license, data-rights, or intellectual-property requirements. Those contract requirements control when applicable.

SECTION 07

Confidentiality

Each party will use reasonable care to protect confidential information received from the other party and will use such information only for purposes reasonably related to the engagement.

Confidentiality obligations do not apply to information that:

  • Was lawfully known to the receiving party before disclosure;
  • Becomes publicly available through no breach of an obligation;
  • Is lawfully received from a third party without a duty of confidentiality;
  • Is independently developed without use of the other party's confidential information; or
  • Must be disclosed by law, regulation, subpoena, court order, or applicable government-contract requirement.

FBSM will not publicly use a client's name, logo, testimonial, or engagement as a marketing reference without appropriate permission.

SECTION 08

Subcontractors & Third-Party Resources

When appropriate to the scope, FBSM may use qualified employees, independent contractors, vendors, consultants, or subcontractors to support delivery.

Use of subcontractors or third-party resources will remain subject to the applicable client agreement, solicitation, prime contract, agency approval requirements, security requirements, and required contractual flow-down provisions.

FBSM will not represent a specialized service as being performed internally when the work is actually being delivered by an approved subcontractor or other qualified resource.

SECTION 09

Professional Services & No Guaranteed Outcome

FBSM will perform agreed professional services using reasonable care consistent with the applicable scope of work.

Unless expressly stated in a written agreement, FBSM does not guarantee a particular procurement award, funding decision, audit result, regulatory determination, program approval, business outcome, or decision by any third party or governmental entity.

FBSM services are not legal, tax, accounting, engineering, architectural, medical, or other licensed professional advice unless those services are expressly included in the agreement and provided by an appropriately qualified professional.

SECTION 10

Liability & Risk Allocation

Any specific limitation of liability, indemnification obligation, insurance requirement, warranty, or allocation of risk will be governed by the applicable written agreement.

To the extent permitted by applicable law and the governing agreement, neither party will be responsible to the other for losses caused by matters outside that party's reasonable control.

FBSM is not responsible for consequences resulting from materially incomplete, inaccurate, misleading, or untimely information provided by the client or another party on whom FBSM was reasonably entitled to rely.

SECTION 11

Term & Termination

The term and termination rights for an engagement will be governed by the applicable agreement, statement of work, purchase order, subcontract, or contract.

Upon termination, the client remains responsible for payment for services properly performed and approved non-cancelable expenses incurred through the effective termination date, subject to the governing agreement.

Provisions that by their nature should continue after the engagement ends, including confidentiality, intellectual property, payment obligations, and applicable dispute provisions, will survive termination to the extent provided by law or contract.

SECTION 12

Government Contracts & Subcontracts

Government contracts, subcontracts, task orders, purchase orders, and other public-sector agreements may contain requirements that differ from these general Terms.

When applicable, FBSM will perform in accordance with the specific terms incorporated into the governing agreement, including applicable federal, state, local, agency, solicitation, prime-contract, and required flow-down provisions.

Applicable government-contract provisions concerning payment, data rights, records, audits, cybersecurity, confidentiality, disputes, termination, ethics, compliance, subcontracting, or other contractual requirements will control when incorporated into the governing agreement.

Nothing on this website independently incorporates a Federal Acquisition Regulation (FAR), agency supplement, prime contract clause, or other government-contract provision into an engagement unless that requirement is applicable through the governing contract or otherwise required by law.

SECTION 13

General Terms

Unless a governing agreement provides otherwise, commercial engagements with FBSM will be interpreted under the laws of the State of North Carolina, without regard to conflict-of-law principles.

Government contracts, subcontracts, grants, purchase orders, and public-sector agreements remain subject to their applicable governing law, dispute procedures, and contractual requirements.

Agreements, approvals, modifications, notices, and signatures may be made electronically when permitted by the governing agreement and applicable law.

If any provision of these Terms is determined to be unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

Failure by either party to enforce a provision on one occasion does not automatically waive that provision on a future occasion.

These Terms may be updated periodically. The version incorporated into the applicable engagement will govern that engagement unless the parties agree otherwise in writing.

Questions about contract terms?

Contract-specific requirements should be addressed in the applicable agreement, statement of work, purchase order, or subcontract.

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