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Customer Experience Relationship Assessment Package

    1. Overview.  The Client retains The Brookeside Group, Inc. (“Brookeside”) to perform strategic research, consulting, facilitation, training and creative work (the “Services”) as described in the scope of work to which these Terms & Conditions (“T&Cs”) are attached (the scope of work together with the T&Cs, the “Agreement”).
    2. Services / Changes.  The scope of work includes a written description of the Services to be performed and a cost estimate for the Services. The Client may also, from time to time, verbally authorize Brookeside to perform additional services. If the project specifications change during the project, or the Client makes a request that is deemed by the Brookeside project manager to be outside the scope of the services described in the scope of work, Brookeside will notify the Client of the changes and any price/schedule adjustments that may be needed with respect to changes that are acceptable, and the parties will enter into a written change order reflecting agreed upon changes and adjustments. Upon approval of the changes, Brookeside will be authorized to continue with the project. If a change order is not entered into, the Services shall continue as originally agreed by the parties.
    3. Fees, Expenses and Taxes.  Brookeside and the Client agree that project costs may vary but will not exceed the total of estimates set forth in the scope of work (including fees and expenses), plus any approved changes, by more than 10 percent, without the prior approval of Client. Client shall be responsible for paying all outside expenses incurred in connection with the Services and all applicable taxes and fees.  As we travel frequently and respect our employees’ health, we reserve the right to make travel arrangements that are convenient for our employees. On international flights, we reserve the right to travel business or equivalent class.
    4. NDA.  The parties agree to enter into a Mutual Nondisclosure Agreement or other agreement as referenced in the scope of work relating to preserving the confidentiality of information (the “NDA”), the terms of which are incorporated herein by reference.  In the event of any conflict between the NDA and this Agreement, this Agreement shall control.  In the event of termination of this Agreement, the NDA shall remain in full force and effect.  The work product and deliverables shall be deemed to be confidential information of Brookeside. 
    5. Term & Termination.  The Agreement shall commence on the date the Agreement is signed by both parties and continue in force until it expires (in accordance with the expiration date set forth in the scope of work, or if not so specified, upon completion of the Services) or earlier terminated by either party. In the event that either party desires to terminate the Agreement, the party wishing to terminate the Agreement shall notify the other party in writing. Termination becomes effective ninety (90) days from receipt of the termination notice. The Client agrees to pay Brookeside fees, expenses and all other charges for Services rendered, or that otherwise would have been due in the absence of termination, up to and through the 90-day period.
    6. Use of Third-Party Services; Payment.  In performing its obligations hereunder, Brookeside may purchase goods and services from third parties. To ensure the highest quality standards of production, Brookeside reserves the right to select all vendors performing components of Brookeside projects. All invoices are due and payable within thirty (30) days after date of the invoice. In the event invoices are not paid within thirty (30) days, Brookeside may (a) charge interest at the rate of 1.5% per month or the highest rate permissible under applicable law (whichever is less) and/or (b) immediately stop work on all Client projects.
    7. Ownership.  The parties acknowledge and agree that the results and proceeds of this engagement, all deliverables, and all preexisting copyrightable work owned by Brookeside, including the copyrights therein, shall be the sole and exclusive property of Brookeside. Conditioned on the full payment by the Client of the fees contemplated in the scope of work, Brookeside grants to the Client the right to use the deliverables solely in connection with this engagement. All rights not expressly licensed to the Client pursuant to this agreement are reserved by Brookeside. The Client may not use the deliverables, or any preexisting copyrightable work owned by Brookeside, in any manner not expressly authorized by this agreement.
    8. Indemnification.  Brookeside agrees to exercise reasonable efforts in the performance of the Services.  However, notwithstanding the foregoing, Client agrees to defend, indemnify and hold Brookeside, its officers, directors, agents and employees, harmless against any loss or damage sustained (including reasonable attorneys’ fees) as a result of any claim, proceeding or suit arising from work associated with this Agreement, unless finally determined by a court or arbitrator to have resulted from the bad faith or willful misconduct of Brookeside.
    9. Disputes.  If any dispute arises concerning the performance, interpretation or enforcement of this Agreement, the parties hereto agree that such matter shall be determined by arbitration, upon the written request of one party given to the other. Such arbitration shall be conducted in Middlesex County, Massachusetts and shall be in accordance with the American Arbitration Association practices then in effect. Any award under such arbitration, including any award for damages, may be entered in any court having jurisdiction thereof. In the event of any litigation or arbitration under this Agreement, including all appeals, petitions, or reviews, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to other relief.  Notwithstanding the foregoing, both parties are entitled to (i) seek injunctive or equitable relief in ant court of competent jurisdiction in connection with enforcing confidentiality obligations and / or (ii) enforce intellectual property and other proprietary rights in any court of competent jurisdiction.
    10. Miscellaneous.  (A) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law provisions.  (B) This Agreement and the NDA sets forth the entire agreement between Brookeside and Client related to the subject matter herein.  In the event of any conflict between the scope of work and these T&Cs, these the T&Cs shall control.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing.  (C) If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions shall continue in full force and effect.  (D) Neither party shall assign or transfer this Agreement, and any purported assignment will be void and ineffective; provided that, either party may assign this Agreement in connection with its merger, acquisition or sale of all or substantially all of its assets related to the subject matter hereof.  Subject to the preceding sentence, this Agreement shall be binding upon the parties and their respective successors and permitted assigns.  (E) All notices shall be in writing and sent to other party at the addresses set forth in the scope of work, by hand delivery, via certified mail - return receipt requested, or via overnight courier. (F) Brookeside shall act at all times herein as an independent contractor, and nothing contained herein shall be construed to create the relation of principal and agent between the Client and Brookeside. (G) By signing this agreement, you give Brookeside the authorization to bill at the company address and you agree to the Encompass-CX standard terms and conditions which are listed at
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