Terms & Conditions

These Terms and Conditions apply to advisory engagements between TD Pine Advisors LLC (“Advisor”) and its clients (“Client”), together with the specific Proposal or Engagement Agreement executed for each engagement. If a signed Proposal or Engagement Agreement conflicts with these Terms and Conditions, the signed document controls.

 

1. 1. Confidentiality
      Advisor agrees to maintain all non-public information disclosed by Client in strict confidence, use it solely for purposes of the engagement, and not disclose it to third parties without prior written consent. These obligations survive termination of the engagement for two (2) years. Confidential Information does not include information that: (a) is or becomes publicly available through lawful means; (b) was known to Advisor prior to disclosure; or (c) is independently developed by Advisor without reference to Client’s materials.

1. 1. Independent Contractor
      Advisor is an independent contractor. Nothing in these Terms and Conditions, or in any Proposal or Engagement Agreement, creates a partnership, joint venture, fiduciary relationship, or employment relationship between the parties.

1. 1. Limitation of Liability
      Advisor’s total liability under any engagement shall not exceed the total fees paid by Client for that engagement. Advisor shall not be liable for indirect, incidental, consequential, special, or punitive damages.

1. 1. No Guarantee of Outcomes
      As with any strategic initiative, outcomes depend on multiple factors including data quality, execution, market receptivity, and third-party decision-making. Advisor does not guarantee revenue, valuation, or capital outcomes.

1. 1. Fees; Non-Refundable
      Fees are billed as set out in the applicable Proposal or Engagement Agreement and are payable upon receipt of invoice. Fees paid are non-refundable once work has commenced.

1. 1. Termination
      Either party may terminate an engagement upon thirty (30) days’ written notice. Fees already paid are non-refundable. Upon termination, Advisor will cease work and provide any agreedupon materials developed up to the date of termination. Any additional or engagement-specific terms of termination — including any finder’s fee, tier-movement, or similar provision — are as set out in the applicable Proposal or Engagement Agreement.

1. 1. Governing Law; Dispute Resolution
      These Terms and Conditions, and any engagement entered into under them, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles. Disputes shall be resolved exclusively in the state or federal courts located in Dallas County, Texas. Prior to formal proceedings, the parties agree to informal good-faith discussions for at least fifteen (15) business days.

1. 1. Entire Agreement; Amendment
      These Terms and Conditions, together with the applicable Proposal or Engagement Agreement, constitute the entire agreement between the parties with respect to the engagement and supersede all prior discussions or understandings regarding its subject matter. Advisor may update these Terms and Conditions from time to time; the version posted at www.tdpineadvisors.com at the time an engagement is signed governs that engagement. Any change to the terms of a specific, already-signed engagement must be agreed to in writing by both parties.

1. 1. Severability
      If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable.

1. 1. Notices
      Notices under an engagement shall be in writing and delivered by email (with confirmation of receipt) or by hand or courier to the address or email on file for each party.

Questions about these Terms and Conditions can be directed to bkm@tdpineadvisors.com