Plain-language summary: When you engage our services, we both sign a Statement of Work that governs that specific engagement. These Terms apply to everything else — use of this website, LEIE screening subscriptions, Gumroad purchases, and the general relationship. Governing law is Georgia. We don't do arbitration clauses. Disputes go to the courts of Fulton County, Georgia.
These Terms of Service ("Terms") govern your access to and use of the website located at prognosisconsulting.com and your engagement with services offered by Sundwyn Group LLC, doing business as Prognosis Consulting ("Prognosis Consulting," "we," "us," or "our").
By accessing this website, submitting an inquiry, ordering a screening, engaging a consulting service, or purchasing a digital product from us, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
Where a signed Statement of Work (SOW) exists between you and Prognosis Consulting, the SOW governs the specific engagement described therein. These Terms apply to all other aspects of the relationship and to all engagements where no SOW has been separately executed.
Statement of Work. Each consulting engagement is governed by a written Statement of Work executed by both parties before work begins. The SOW specifies the engagement scope, deliverables, fee, payment schedule, and timeline. Work will not begin until the SOW is signed and any required deposit is received.
Scope. We will perform the services described in the SOW. Services outside the agreed scope will be separately quoted and require a written amendment or new SOW. We reserve the right to decline scope expansions that would compromise the quality or timeline of the original engagement.
Deliverables. Deliverables are described in the SOW. All deliverables are provided in the format specified. We are not obligated to produce deliverables in formats not specified in the SOW. Deliverables are provided for the client's internal use in connection with the engagement purpose — not for resale, redistribution, or use in legal proceedings without express written permission.
Cancellation. Either party may cancel a consulting engagement before work begins with written notice; any deposit paid is non-refundable unless otherwise specified in the SOW. Cancellation after work has commenced entitles us to payment for work completed through the cancellation date at a pro-rated fee based on total SOW value, with any overpayment refunded.
One-time screenings. One-time LEIE screening engagements are billed at the published rate at the time of order. Payment is due before screening is performed. Deliverables are issued within the timeframe stated on the service page from the date complete roster data is received.
Monthly subscriptions. Monthly subscription clients are billed on a recurring basis at the rate applicable to their tier. Subscriptions continue until cancelled. To cancel a monthly subscription, provide written notice at least five business days before the next billing date. No prorated refunds are issued for partial billing periods.
Roster data accuracy. You are responsible for the accuracy of the roster data you submit. We screen against the OIG LEIE based on the information provided. We are not responsible for screening misses attributable to inaccurate, incomplete, or outdated roster information provided by the client. See also the Disclaimer at prognosisconsulting.com/disclaimer for LEIE screening limitations.
Overage charges. Screenings that exceed the included individual count for your subscription tier are billed at the published overage rate. Overage charges are billed on the next monthly billing cycle.
OIG Work Plan compliance guides and other digital products are sold through our Gumroad store. By purchasing a digital product, you agree to Gumroad's terms of service in addition to these Terms.
License. Purchase of a digital product grants you a non-exclusive, non-transferable license to use the product for your organization's internal compliance purposes. You may not resell, redistribute, sublicense, or publicly reproduce any portion of a purchased guide without written permission.
Refunds. All digital product sales are final. We do not issue refunds on digital products once delivered. If a product contains a material error that renders it substantially inaccurate, contact us and we will issue a corrected version or, at our discretion, a credit toward a future purchase.
Updates. We make reasonable efforts to keep guides current but do not guarantee that a purchased guide will be updated when the underlying regulatory landscape changes. Updated editions, where issued, are made available to prior purchasers at a discounted price or at no charge, at our discretion.
Fees. Fees for consulting engagements are as stated in the applicable SOW. Fees for LEIE screening and digital products are as published on the applicable service or product page at the time of order. Published prices are subject to change; price changes do not affect engagements already under a signed SOW or active subscriptions during the current billing period.
Invoicing. Consulting engagements are invoiced per the payment schedule in the SOW, which typically requires a deposit before work begins and the remainder on or before delivery. Invoices are due within the timeframe stated on the invoice, which is generally net 15 days unless otherwise agreed.
Late payment. Invoices not paid within the due date may accrue interest at the rate of 1.5% per month on the outstanding balance. We reserve the right to suspend work on an engagement where payment is more than 15 days overdue and to withhold delivery of completed work until outstanding balances are resolved.
Disputes. Payment disputes must be raised in writing within 10 business days of invoice receipt. Undisputed portions of an invoice remain due and payable on the original due date.
Our work product. All deliverables produced in connection with a consulting engagement — including findings reports, compliance certificates, corrective action registers, and similar documents — are the work product of Prognosis Consulting. Upon full payment of the applicable engagement fee, we grant the client a non-exclusive license to use the deliverable for the client's internal compliance purposes. We retain all underlying methodologies, analytical frameworks, templates, and proprietary tooling used to produce deliverables.
Website content. All content on prognosisconsulting.com — including text, design, graphics, and organizational structure — is owned by Sundwyn Group LLC. You may not reproduce, republish, or redistribute website content without written permission.
Client materials. Documents, data, and records provided by a client for use in an engagement remain the property of the client. We do not claim any ownership interest in client-provided materials.
Feedback. If you provide feedback, suggestions, or ideas about our services, you grant us a perpetual, royalty-free license to use that feedback without any obligation to compensate you.
Each party agrees to treat as confidential any non-public information received from the other party in connection with a consulting engagement, and to use such information only for the purpose of the engagement. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosed information; or (d) must be disclosed pursuant to applicable law or court order, provided that the disclosing party gives reasonable prior notice where legally permissible.
Confidentiality obligations survive the termination or completion of any engagement for a period of three years, except with respect to trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.
To enable effective delivery of our services, clients agree to:
Delays or failures in client cooperation that affect our ability to deliver on schedule do not entitle the client to a fee reduction or cancellation without penalty.
We warrant that we will perform consulting services in a professional manner consistent with industry standards for compliance advisory work. We do not warrant that our services will guarantee regulatory compliance, prevent audits or enforcement actions, or produce any particular outcome in any administrative or legal proceeding.
Except as expressly stated in these Terms or a signed SOW, our services and deliverables are provided "as is" without warranty of any kind, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
We make no warranty regarding the completeness or currency of the OIG LEIE dataset underlying our screening services, or regarding the accuracy of regulatory guidance issued by third parties and referenced in our deliverables. See the Disclaimer at prognosisconsulting.com/disclaimer for additional limitations.
You agree to indemnify, defend, and hold harmless Sundwyn Group LLC, its principals, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or any SOW; (b) your misuse of any deliverable or service; (c) your failure to implement corrective actions identified in our deliverables; (d) inaccurate or incomplete information provided to us in connection with an engagement; or (e) your violation of applicable law in connection with your use of our services.
To the maximum extent permitted by applicable law, Sundwyn Group LLC's aggregate liability arising out of or related to any consulting engagement, screening service, or digital product purchase shall not exceed the total fees actually paid by the client for the specific engagement or service giving rise to the claim during the twelve months preceding the claim.
In no event shall Sundwyn Group LLC be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.
Some jurisdictions do not permit the exclusion of certain damages. In those jurisdictions our liability is limited to the maximum extent permitted by law.
Either party may terminate a consulting engagement upon material breach by the other party that remains uncured for ten business days after written notice. We may suspend or terminate LEIE screening subscriptions or access to services for non-payment, material breach of these Terms, or conduct that we determine in good faith poses a risk to our operations or other clients.
Upon termination of any engagement, the client's license to use deliverables produced and fully paid for prior to termination survives. Sections on Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and Governing Law survive termination of any engagement or these Terms.
These Terms and any engagement governed by them are subject to the laws of the State of Georgia, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or any engagement that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.
Before initiating formal legal proceedings, both parties agree to attempt good-faith resolution through direct negotiation for a period of at least 30 days following written notice of a dispute.
We do not require arbitration. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction without first engaging in dispute resolution procedures.
Entire agreement. These Terms, together with any signed SOW and any applicable BAA, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions, representations, or agreements.
Amendments. We may update these Terms from time to time. Material changes will be reflected in the "Last updated" date. Continued use of our services after an update constitutes acceptance of the updated Terms. Changes do not affect engagements already under a signed SOW during the SOW period.
Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Terms will continue in full force.
Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.
Assignment. You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of substantially all of our assets.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.
Force majeure. Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, government actions, or widespread infrastructure failures, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.
Questions about these Terms should be directed to:
Sundwyn Group LLC d/b/a Prognosis Consulting
Email: hello@prognosisconsulting.com
Website: prognosisconsulting.com