Workshop and engagement terms

These terms apply to workshops, training sessions, and advisory engagements delivered by Geist Labs. They apply to the organisation that books the engagement, referred to here as the Client.

Geist Labs is a trading name of Brandon W. Lee, a sole proprietor established in North Carolina, United States, and is not incorporated — the full details a procurement team needs are in the Legal notice. The contracting party is Brandon W. Lee personally, which some Clients will need to record on a purchase order or supplier form.

Where a signed order form, statement of work, or master services agreement exists, that document takes precedence over these terms to the extent of any conflict.

An enquiry is not a booking. A booking exists when we have confirmed the scope, dates, and fee in writing and the Client has accepted them, or has signed the order form. Dates discussed before that are held informally and may go to another client.

The scope of each engagement — the sessions, the duration, the number of attendees, the materials, and any follow-up — is set out in the confirmation or order form. Work outside that scope is a change, and is agreed and priced in writing before it starts. We will tell you when a request is out of scope rather than absorb it silently and run short elsewhere.

• Fees are stated in the confirmation and are exclusive of tax unless it says otherwise.
• 50% of the fee is invoiced to confirm the dates, and the dates are not held until it is paid. The remaining 50% is invoiced on delivery of the final session.
• Invoices are payable within 14 days of the invoice date. A Client whose procurement process requires longer terms or a purchase order should raise it before booking, and we will agree it in the confirmation rather than discover it at invoice time.
• Late payment may accrue interest at the statutory rate applicable to commercial debts, and we may suspend delivery while an invoice is overdue.
• Deposits secure the dates and are non-refundable except where we cancel, or where the notice periods below say otherwise.

The Client may reschedule once at no charge with at least 14 days' notice before the first session, subject to our availability. Later reschedules, or a second reschedule, are treated as a cancellation and rebooking under the scale below.

We will always try to accommodate a genuine emergency. This scale exists because reserved delivery days cannot be resold at short notice, not to penalise anyone.

Non-refundable travel and accommodation already booked for an on-site engagement is payable in addition, at cost, whenever the cancellation occurs.

If we cancel for any reason other than the Client's breach, we will offer alternative dates and, if none work, refund everything paid for the cancelled engagement in full. Our liability for a cancellation is limited to that refund plus any non-refundable travel cost the Client incurred, and we will always give as much notice as we can.

The attendee count is agreed in the confirmation. Adding attendees beyond that count requires our agreement and may change the fee — group size affects how a session is run, not just how many seats are in the room. The Client is responsible for making sure attendees turn up, and no-shows do not reduce the fee.

For a workshop to be worth what it costs, we need the Client to:

• Confirm attendees and share any pre-work in advance.
• Provide the agreed environment — meeting space or a working video conference, and screen sharing.
• Provide access to the systems, repositories, or tooling the session is built around, where the engagement depends on working with the Client's own code, and to do so in time for us to prepare.
• Ensure attendees have the working permissions they need on their own machines.

If access or preparation is not in place and the session cannot be delivered as designed, it is still chargeable, and we will do the most useful thing possible with the time.

Sessions are delivered remotely unless the confirmation says on-site. For on-site delivery, the Client covers travel, accommodation, and reasonable expenses at cost, agreed in advance. We will substitute remote delivery rather than cancel if travel becomes impossible.

Neither party records a session without the other's prior written agreement, and where a session is recorded, all attendees are told before it starts. Any recording we authorise is for the Client's internal use only, on the same terms as the materials below.

We license our material; we do not assign it.

• Our pre-existing material — frameworks, slides, playbooks, templates, checklists, and methods — remains ours. Attendees receive a perpetual licence to use it internally within the Client's organisation, on the terms of the Product licence.
• The Client's material — code, documentation, systems, and data — remains the Client's. We claim nothing in it.
• Work produced during the engagement that is specific to the Client's systems — a context map for their repositories, a configured workflow, review findings on their code — belongs to the Client on payment in full.
• What we learn stays with us. General skills, knowledge, techniques, and improvements to our own methods that arise from an engagement are ours to reuse, provided we use no Client confidential information and identify no Client in doing so.
• Attendees may not redistribute our materials outside the Client's organisation, or use them to deliver training to third parties.

Each party will keep the other's confidential information confidential, use it only for the engagement, and protect it at least as carefully as its own. This covers the Client's code, architecture, roadmaps, and commercial information, and our unpublished material and pricing.

It does not cover information that is public through no breach, was already known, is independently developed, or must be disclosed by law — with notice to the other party where notice is lawful.

These obligations run for 3 years after the engagement ends, and indefinitely for anything that is a trade secret.

Where an engagement involves us processing personal data on the Client's behalf, the Data processing addendum applies and forms part of these terms.

We ask Clients not to give us production personal data. Almost every engagement can be run against anonymised, synthetic, or non-production data, and that is the default we will propose.

Neither party will name the other publicly, or use the other's logo, without prior written consent. We will ask before naming a Client, and a refusal changes nothing about how we deliver.

Engagements are delivered by Brandon W. Lee unless the confirmation names someone else. We may use subcontractors, and where we do we remain responsible for their work and they are bound by equivalent confidentiality obligations.

Neither party will knowingly solicit the other's personnel or subcontractors involved in the engagement for 12 months after it ends. General advertising and job postings not directed at those individuals are not a breach.

We bring method, experience, and preparation, and we deliver what is in the scope. What an organisation gets out of a workshop also depends on the attendees, the codebase, the tooling, and what happens in the weeks afterwards.

We do not guarantee any specific outcome, metric, saving, or improvement, and nothing in our materials or marketing should be read as guaranteeing one. Nothing we deliver is legal, tax, financial, or compliance advice.

• Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.
• Neither party is liable for indirect or consequential loss, or for lost profits, revenue, data, or anticipated savings.
• Our total aggregate liability arising from an engagement is limited to the fees paid by the Client for that engagement.
• The Client is responsible for its own systems, backups, and change control. We advise and train; we do not take over responsibility for the Client's production environment, and any change made to a Client system during a session is made under the Client's control and process.

Neither party is liable for delay or failure caused by events beyond its reasonable control. Where such an event prevents delivery, the parties will reschedule in good faith; if rescheduling is impossible, fees for undelivered sessions are refunded.

These terms are governed by the laws of the State of North Carolina, United States, and the state and federal courts located in Mecklenburg County, North Carolina have exclusive jurisdiction. This clause does not affect the mandatory rights of a Client who books as a consumer rather than in the course of a business.

Booking questions, changes, and cancellations go through the contact form.