Terms of Service

1. Administrative service model

Services are designed to help clients organize recurring operational activity. Depending on the agreed scope, work may include preparation of operational plans, schedules, task structures, responsibility assignments, checklists, process guides, workflow documentation, status summaries, and internal management reports. Services may be provided remotely on a defined project basis or through an ongoing coordination arrangement.

Deliverables support a client’s internal organization and decision process. The client retains authority over personnel, business decisions, approvals, priorities, implementation, systems, and outcomes.

2. Services that are not provided

Winbrooke Trust Managing does not provide investment management, fiduciary or trustee services, financial advisory services, securities activity, accounting, bookkeeping, tax preparation, audit, legal advice, legal representation, or management, custody, control, or transfer of client funds or assets. We do not act as an officer, director, employee, agent with signing authority, licensed professional, investment adviser, accountant, lawyer, or fiduciary for a client.

If an engagement reveals a need for regulated or licensed services, the client is responsible for obtaining advice from an appropriately qualified professional. We may decline or stop any requested task that falls outside the stated administrative scope.

3. Formation of an engagement

An engagement begins only when the parties have accepted a written scope and any required initial payment has been received. Preliminary discussions, website inquiries, estimates, examples, or draft proposals do not obligate either party to proceed. The written scope should identify the services, deliverables, assumptions, estimated schedule, client responsibilities, fees, payment timing, revision limits, and any project-specific conditions.

If these Terms of Service conflict with a signed project document, the project document controls for that engagement to the extent of the conflict.

4. Client responsibilities

The client will provide timely, accurate, complete, and authorized information reasonably required for the work. The client will identify a decision-maker or primary contact, arrange access to relevant personnel and approved systems, respond to questions, review draft materials, and provide decisions or approvals within the agreed schedule. The client remains responsible for verifying source information and confirming that deliverables reflect current operations before implementation.

The client must not provide credentials, payment card information, bank access, investment account information, privileged legal materials, or sensitive personal information unless specifically requested through an appropriate secure process and necessary for a lawful administrative purpose. In ordinary engagements, such information is not required.

5. Project timing and dependencies

Dates are good-faith estimates unless expressly identified as firm in writing. Completion depends on scope stability, timely client inputs, access, approvals, and third-party availability. A delayed response, changed requirement, missing document, expanded volume, or unavailable stakeholder may require a revised schedule and fee.

We may pause work when required information or payment is overdue, when instructions conflict, when a safety or security concern exists, or when continued work would exceed the agreed scope. A pause does not waive amounts already earned or costs already incurred.

6. Change requests and additional work

A request that adds deliverables, increases document or task volume, changes an approved direction, introduces a new department or workflow, accelerates timing, or requires work outside the assumptions may be treated as a change in scope. We will aim to identify the effect on fees and timing before beginning material additional work. Minor clarification may be included when reasonably related to the original deliverable.

Work outside scope is not automatically included because it is discussed during a meeting or included in source material. Additional work requires written confirmation.

7. Deliverables, review, and acceptance

Deliverables may be provided in common document, spreadsheet, presentation, or project-management formats. Unless the written scope states otherwise, the client should review a deliverable promptly and provide one consolidated set of comments within the stated review period. A deliverable is considered accepted when the client confirms acceptance, uses it in operations, requests work that depends on it, or does not identify a material scope-related issue within the review period.

Administrative materials reflect information and conditions available at the time of preparation. The client is responsible for future maintenance, internal approvals, training, and implementation unless those services are expressly included.

8. Fees and payment

Fees are stated in the applicable proposal or statement of work. A project may use a fixed fee, range, milestone schedule, monthly coordination fee, or hourly rate. Taxes, third-party charges, travel, specialized software, printing, or other pass-through costs are included only when expressly stated. Invoices are due according to the written payment schedule.

Late or failed payments may result in work being paused, access to unfinished materials being withheld, a revised schedule, or termination, subject to applicable law and the written agreement. More information appears in the Payment Policy and Cancellation & Refund Policy available through the website footer.

9. Confidentiality and information handling

Each party may receive non-public information connected with the engagement. The receiving party will use reasonable care, use the information only for the engagement, and limit access to people or providers who need it for that purpose. Confidentiality does not apply to information that is public without breach, already lawfully known, independently developed, rightfully received from another source, or required to be disclosed by law.

Clients should minimize sensitive data and use approved methods for sharing project files. No system can guarantee absolute security. Privacy practices are further described in the Privacy Policy.

10. Ownership and permitted use

Upon full payment, the client may use final client-specific deliverables for its internal business operations. Winbrooke Trust Managing retains ownership of pre-existing tools, methods, know-how, reusable structures, general templates, processes, and materials developed independently of the engagement. To the extent those materials are embedded in a paid deliverable, the client receives a non-exclusive internal-use license necessary to use that deliverable.

Drafts, proposals, working notes, and unpaid materials may not be distributed or used as final deliverables. The client retains ownership of materials it supplies and grants permission to use them to perform the engagement.

11. No guarantee of business outcome

Services are intended to improve administrative clarity and coordination, but no particular financial, operational, staffing, growth, productivity, compliance, or other outcome is guaranteed. Results depend on information quality, leadership decisions, team participation, implementation, resources, technology, and circumstances outside our control.

12. Liability and remedies

To the extent permitted by law, neither party will be liable for indirect, consequential, special, exemplary, or punitive damages arising from an engagement. Unless a signed agreement states otherwise, aggregate liability for a claim relating to a specific engagement will not exceed the fees actually paid for the portion of services giving rise to that claim. These limitations do not apply where prohibited by law and do not excuse payment obligations.

13. Termination

Either party may terminate according to the written project terms. We may also terminate or suspend for nonpayment, unlawful instructions, abusive conduct, material breach, persistent delay, security concerns, or a request outside the permitted service scope. On termination, the client must pay for work completed, approved commitments, and non-cancellable costs through the effective date. Handling of prepaid amounts is governed by the written scope and Cancellation & Refund Policy.

14. General terms

Neither party may assign a project agreement without the other party’s consent, except as part of a lawful reorganization or transfer of substantially all relevant business assets. Neither party is responsible for delay caused by events beyond reasonable control, provided it communicates and resumes performance when practical. If any provision is unenforceable, the remainder continues in effect. Waiver of one breach is not a waiver of another. Electronic records and approvals may be used to document the engagement.