Privacy, Terms and Billing

SERVICES

 

Master Service Agreement (MSA)

By you our Client (‘Client’, ‘Customer’, ‘Company’, ‘You’, ‘Your’, ‘Counterparty’) as indicated below or via related Agreement Acceptance web form, signing this Master Service Agreement (MSA), acknowledge that you are an authorized representative of with authority to sign and execute this agreement, and are agreeing to engage with Jeff Kemp d.b.a. Optimal Business Consulting, LLC (‘Service Provider’, ‘Agency’, ‘Consultant’, ‘We’, ‘Our’) for Services and by signing this agreement or submitting a web form related to and confirming acceptance of this agreement constitutes acknowledgement, agreement, digital signing, and execution of this agreement, and being bound to the terms and conditions as set forth therein.

 

Execution of this agreement by client shall be considered mutual execution of this agreement.

 

Client and Service Provider agree as follows:

1. 1. Definitions

      1. Party/Parties shall refer to each entity named above, may be referred to as ‘Party’, where both entities may be referred to as ‘Parties’.
         1. Company shall refer to and include all employees, partners, contractors, sub-contractors, vendors, affiliates, and agents of Company.
         2. Service Provider shall refer to and include all employees, partners, contractors, sub-contractors, vendors, affiliates, and agents of Service Provider.
         3. End Client shall refer to Client’s client (a.k.a End User).
         4. Vendor shall refer to and include all employees, partners, contractors, sub-contractors, vendors, affiliates, and agents of Vendor company.
      2. Services shall refer to Consulting, Retainer, Managed Services, Implementation, Marketing, Sales, administration, project management, and any other work offered or performed by Service Provider (including but not limited to what is outlined below under Terms for Services or SOW sections).
         1. For the purposes of a Retainer or Managed Services, hours shall be fixed each month at the agreed upon number per this agreement (Target Allocated Hours Per Month), tasks however can flex to whatever initiative client wants worked on based on priorities at the time (some limitations may apply based on availability, expertise, or fit).
      3. Ad-hoc Services (‘Ad-hoc’, ‘One-off Services’, ‘Additional Services’, ‘one-time’, ‘specific services’, ‘products’, ‘projects’, ‘overage hours’) refers to any services outside of Retainers, Managed Services, and Subscriptions, including overage hours outside of target hours allocation.
      4. Standard rate per hour (‘Rate’, ‘Hourly Rate’, ‘Standard Rate’, ‘Effective Hourly Rate’) refers to the established effective hourly rate at the current time, or to the effective hourly rate based on price divided by number of hours within any applicable period for period-based services such as Retainers.
      5. Agreement shall refer to this agreement AND any Attachments or Exhibits it contains at the time of its execution.

• Hours Tier (‘tier of hours’, ‘tiers’) refers to the level selected from pre-established terraces or tiers of hours. For Services that are based on Hour Tiers, each Hours Tier has an established number of hours and an hourly rate, thus the hours tier selected is a factor in determining the billable rate per hour for certain tier-based services.

• Target Allocated Hours Per Month (‘Target Allocated Hours’, ‘Target Hours’, ‘allocated hours’, ‘hours allocation’, ‘retained hours’) shall refer to the number of monthly hours set as a target for Service Provider to work under this agreement.

• Retainer (‘Plan’, ‘Consulting Retainer’, ‘Managed Services Retainer’) refers to ongoing monthly retainer for services based on a fixed number of months (Retainer Duration) at a fixed number of Target Allocated Hours Per Month, with a fixed price per month (Monthly Billing Amount).

1. 1. 1. 1. Hours are fixed each month based on selected tier by Client, but tasks can flex to whatever Client wants worked on (some limitations may apply based on available expertise or fit).

• Retainer Duration (‘Retention Period’) shall refer to the duration (length) of the retainer represented as the number of months.

1. 1. 1. Orders (‘order(s)’, ‘ordered’) shall refer to an executed or approved agreement, Extension Term, Amendment to this agreement, Purchase Order, Purchase Agreement, Change Order, or ecommerce purchase.

• Proper Notification (‘notification’, ‘notice’, ‘proper notice’) shall refer to a required notification message that is sent either by Client and acknowledged and confirmed by Service Provider as the receiving party, or by Service Provider and acknowledged and confirmed by Client as the receiving party, at least thirty (30) days before the date referred to pertaining event of the notification (i.e. cancelation notice) via email to the other party’s main email address.

1. 1. 1. Natural Termination shall refer to termination of this Agreement where the duration of the agreement has met its full natural course up until ending at the End Date plus any agreement extensions that may exist, and is not otherwise terminated for any other reason including early termination by Client, early termination by Service Provider, or breach of this agreement.
      2. Natural Effective Date of Termination shall refer to an established End Date for this agreement if no Retainer extension exists, or if a Retainer extension exists then Natural Effective Date of Termination refers to the ending calendar date of the Retainer extension.

   2. Terms for Services

      1. Contract Term
         1. Start Date and End Date
            1. Client has retained Service Provider to proceed with Consulting Services for the period beginning on Start Date and running through End Date according to the signed Service Agreement.
            2. This agreement shall remain in effect and cover the full calendar month periods for which services are rendered and until the date of payment of the final invoice, and including any dates established by Amendments to this agreement, or unless earlier terminated pursuant to ‘Termination of Agreement​’.
         2. Dates of Convenience
            1. Service Start Date, Service Implementation Date, Kick-off Meeting date, date of service, initial invoice date, etc., may differ slightly from agreement Start Date depending on dates of service request, signature execution, initial payment, project readiness, and other factors such as scheduling convenience. Dates of Convenience shall be agreed upon outside of this agreement.
      2. Managed Services (‘Managed Services Retainer’, ‘Managed Service Plan(s)’, ‘Retainer’, ‘Service Plan(s)’, ‘Plan(s)’, ‘Subscription(s)’) refers to any of the following:

• Managed Services Retainer / Consulting Retainer

1. 1. 1. 1. 1. ‘Managed Services’ (‘Retainer’, ‘Fixed Hours Managed Services Retainer’, ‘Fixed Hours Managed Services’, sometimes may also be referred to as ‘Consulting’) refers to ongoing monthly retainer for services.
            2. Number of Months Duration for Retainer (‘Retainer Initial Retention Period Duration’) shall be defined within the Service Agreement based on your selection (this defines the engagement length before any extensions).
               1. Plan continues until canceled. 30 day notification of cancelation required.
            3. Hours Tier shall be defined within the Service Agreement and shall be considered ‘Target Allocated Hours Per Month’ (‘retained hours’, ‘Target Hours’).
            4. The effective hourly rate for Managed Services Retainer shall be based on the Hours Tier selected and the Number of Months Duration for Retainer.
            5. Amount Billed Per Month shall be calculated based on the greater of:
               1. Target Allocated Hours Per Month * (times) Effective Rate
               2. Actual Hours Logged * (times) Effective Rate
               3. At our discretion Service Provider may apply the Minimum Billable Hours rather than the calculations above.
                  1. ‘Minimum Billable Hours’ for Managed Services Retainer shall be defined as (‘Target Allocated Hours Per Month’ * (times) 70%) * (times) the Effective Rate.

• Note: in rare cases we may not be able to log enough hours worked to reach the Hours Tier selected. In such cases we may choose to apply Minimum Billable Hours, especially if Actual Hours Logged is very low.

• Allocated Hours/Level of Effort

1. 1. 1. 1. 1. 1. Client agrees that Service Provider is providing retained expertise, experience, skills, knowledge, certifications, guidance, resources, documentation, influence, availability, accessibility and responsiveness in addition to any actual hours worked or work effort, therefore this service is sold on a ‘value’ basis, meaning Service Provider does not strictly commit to an absolute and specific number of hours to work, rather Service Provider will make every reasonable effort to work and fulfill the target hours while providing value, expertise, and resources required to achieve goals each month to make sure Client is getting suitable value.
                  1. Service Provider shall manage towards a fixed number of target allocated hours each month. The number of actual hours logged each month depends to some degree on Client response lag time, Client feedback loops, task complexity, effort required, time of task request, staff availability, value of service provided or to be provided, and the skill level or certifications required to perform the tasks during any given period.

• Best Available Accommodation

• Retainers

1. 1. 1. 1. 1. 1. 1. Service Provider shall make best effort to remain available to provide Consulting Services from and after the Start Date continuing thereafter through the Natural Effective Date of Termination.
                  2. Hours worked towards Retainer allocated hours are based on best available accommodation, and typically will be averaged out over each month or period while trying to accommodate Client’s needs to fulfill the assigned tasks in a timeframe suitable to the Client as long as we have the resources and availability to make the accommodation.
                  3. Client understands that in some cases hours may be fulfilled unevenly throughout the period depending on client’s direction, availability, and other factors.
                  4. Certain issues such as resource allocation, lack of Client responsiveness, late payment, holidays, workload, etc., may cause ‘work throttling’ where we may deem it necessary to defer certain work until a more appropriate time within the period, in some cases carrying over into the next period.

• Work/Services other than Retainers

1. 1. 1. 1. 1. 1. 1. For any work other than Retainers including Hourly, Project-based, and Ad-Hoc, Client is not ‘locking in’ Service Provider time with a Retainer and therefore Service Provider may work whatever quantity and timeframe of hours and level of effort that seem suitable to Service Provider based on their availability and discretion up to whatever any limits Client and Service Provider have agreed upon.

• Note: If Client desires to lock in Service Provider availability then it is recommended that they purchase a Retainer.

• Retainer Unused Hours

1. 1. 1. 1. 1. 1. If during the course of service Service Provider has not met the ‘Target Allocated Hours Per Month’ for any given month per this agreement, Service Provider does not carry over unused hours to the following month (i.e. use it or lose it).

• Note: As with any typical retainer, unused hours don’t carry over. Retainers are based on availability, expertise, experience, responsiveness, advice, strategy, execution, documentation, predictable planning, etc. We will make every effort to hit the allocated hours each month and to maximize our time, making sure we are providing value.

• Retainer Overage Hours

1. 1. 1. 1. 1. 1. Generally Service Provider will not incur additional ‘overage hours’ above the Target Allocated Hours Per Month on Retainers; however, in some circumstances this is unavoidable (and in some cases Service Provider may choose to absorb those extra hours at their discretion).
               2. Any overage hours logged or incurred over the Retainer allocated hours for the current period (that Service Provider chooses not to absorb) will be considered as additional billable hours to the next invoice in the billing cycle.
                  1. In the case of overage hours the Client will be billed for any additional hours at the Effective Rate (Target Allocated Hours Per Month / {divided by} Monthly Billing Amount).
                  2. In the case it is anticipated that the requested work will require more hours than allocated, or if during the course of service it is necessary for the Service Provider to incur additional ‘overage hours’ (hours above and beyond the ‘Allocated Hours’ per this agreement), whenever possible Service Provider shall promptly notify Client prior to incurring such overage hours.

• Managed Services for Additional Platforms

1. 1. 1. 1. 1. Managed Services for each additional platform (‘Additional Platforms’) beyond one platform, (if so agreed in advance as part of Services), will come with a surcharge each month in the form of a percentage applied to the billable rate * (times) the billable hours (in lieu of a surcharge a flat rate per month for each additional platform may also be arranged).

• Plan Changes for Managed Services

• Plan Changes

1. 1. 1. 1. 1. 1. For any request to change the configuration of services or this agreement, including but not limited to Downgrades, Upgrades and Extensions (any changes other than Cancelation), an Amendment to this agreement or Change Order signed in agreement by both parties is required.

• If agreed in advance by both parties, either party may provide requested changes via an email with confirmation acknowledged by both parties in lieu of an Amendment or Change Order.

1. 1. 1. 1. 1. 1. Agreed to plan changes will take effect at the next billing period unless special arrangements are made and agreed to by the parties.

• If Client desires changes to plan to take effect within the current month, Client must request changes and confirm approval of changes by Service Provider in writing of approved changes no later than the 3rd of the month, along with their confirmation that the requested changes take place within the current month if possible.

1. 1. 1. 1. 1. 1. Unless otherwise agreed to by the parties, pricing shall be subject to current Price Schedules and subject to mutual agreement at the time any plan changes are made.
                  1. For example, if the Client requests changes to their Managed Services Retainer from 20 hours allocated per month in January to 30 hours per month for February and so forth until the end of their retainer duration, then for the February billing period and forward the client’s effective hourly rate will reflect the effective hourly rate at the 30 hour per month tier based on current pricing from the price schedule at that time.

• Upgrade Plan

1. 1. 1. 1. 1. 1. Client may upgrade their plan at any time to increase allocated work hours per month.
               2. Upgrades are subject to current Price Schedules.
               3. Increasing allocated work hours or extending Retainer duration is subject to availability and approval by Service Provider.

• Note: Generally upgrading your plan’s allocated hours or Retainer duration works best to advise us as soon as possible of the intended change so we can coordinate for any required resources, and then we will adjust the allocation of hours and billing change at the beginning of the next billing period (or sooner if so requested).

• Extend Plan

1. 1. 1. 1. 1. 1. Client may extend their plan at any time to increase the duration/length of the plan.
                  1. Client may contact Service Provider at any time during the engagement to extend the engagement to commit to more months in order to continue the service relationship, to reserve availability, and possibly to take advantage of any available discounts for any extended periods going forward.
                     1. Extensions are subject to current Price Schedules.
                     2. Before termination of the retainer relationship established via this agreement, continuation/extension of this agreement may be granted based on written approval by both parties.
                        1. Agreement extension is subject to renegotiation of terms, pricing, and Service Provider availability.
                     3. It shall be considered agreeable to both parties at the time of signing, unless otherwise stipulated, that if Client’s intent is to declare a continued relationship beyond the existing agreement, that an email confirmation acknowledged by both parties may suffice in lieu of an extension/amendment to this agreement.

• Cancel Plan

1. 1. 1. 1. 1. 1. 30 day notification of cancelation required.

• Note: If you plan to cancel at the end of a 3 month retainer period then you would need to give notification before the beginning of the 3rd month of that period. If you send a cancelation notice AFTER a 3 month interval (or sometime into the 3rd month), then the cancelation would be effective at the end of the next 3 month retainer period. 

• Natural Termination of Agreement​

1. 1. 1. 1. 1. 1. 1. If this agreement is not otherwise extended or terminated either via proper notification, or due to early termination, or breach of this agreement, Services and this agreement shall continue throughout the extent of the Retainer Duration and any extensions (Natural Effective Date of Termination).

• Early Termination.

• If this agreement is terminated early by the Client or Client causes early termination for any reason due to no reasonably established fault or cause of Service Provider:

1. 1. 1. 1. 1. 1. 1. 1. Client shall pay Service Provider:
                        1. 100% for all work performed regardless of whether invoiced prior to effective date of termination, for all outstanding invoices, and for all agreed upon expenses incurred prior to the effective date of termination of this agreement (including any Extension Terms, a.k.a. Natural Effective Date of Termination).
                        2. In addition, Client shall pay Service Provider at a percentage of 30% for the remaining unpaid balance of this Retainer including any unfulfilled months under this agreement whether invoiced or not at time of termination.
                           1. For avoidance of doubt, upon early termination by Client for any reason except by cause of Service Provider, Client will owe and is obligated to pay Service Provider at the above mentioned percentages any and all monies due to Service Provider to fulfill this contract per the time period and terms of this agreement, including up until the Natural Effective Date of Termination, and including any money not yet invoiced or collected; such payment shall remain due and payable by Client per the terms of this agreement.

• Note: This effectively means that Client may ‘buy out’ the unfulfilled portions of this agreement at a discounted price at any time should Client decide upon early termination of the agreement.

1. 1. 1. 1. 1. 1. 1. 1. Any prepaid amounts pertaining to services until the effective date of termination shall not be refunded and shall be considered due and payable per this agreement.

• If this agreement is terminated early by Service Provider or causes early termination for any reason due to no reasonably established fault or cause of Client:

1. 1. 1. 1. 1. 1. 1. 1. Client shall pay Service Provider 100% for all outstanding invoices, for all work performed regardless of whether invoiced prior to effective date of termination, and for all agreed upon expenses incurred prior to the effective date of termination of this agreement (including any Extension Terms, a.k.a. Natural Effective Date of Termination).
                     2. Client shall not be obligated to pay Service Provider for the remaining unpaid balance of this Retainer including any unfulfilled months under this agreement excepting for any work already invoiced prior to time of termination.
                        1. For avoidance of doubt, upon early termination by Service Provider for any reason except by cause of Client, Client will not owe and is not obligated to pay Service Provider for any work not completed or invoiced prior to termination of this agreement.
                     3. Service Provider shall refund any prepaid amounts for Services for which any full months have yet to occur.
                        1. No refund shall be due for any partial months or months where the 1st of the month has begun.
                        2. No refund shall be due for prepaid services for which services have been performed prior to termination.
                        3. Any refunds shall be less any money due for which Services have been provided and less any agreed upon expenses incurred by Service Provider.
                     4. Service Provider shall make every reasonable effort to finish work in progress as fitting with current agreement, remaining available work hours, and payment status (except for cases of breach of any clause of this agreement).

• Note: What constitutes ‘finish work in progress’ is ambiguous and subjective and changes for each client and task, therefore, provided Client remains in good standing and working relationship, Service Provider agrees to make progress on and close out as much work as is feasible and reasonable given the circumstances and available staffing, resources, and financial arrangements with Client at the time of cancelation.

1. 1. Payment Terms

      1. Payment Terms. Upon mutual execution of this agreement, Client commits to paying the full undisputed amount due for any invoices or for any retained hours pursuant to this agreement during the extent of the Retention Period and any Extension Term​s.
         1. Billing and Invoicing
            1. Managed Services are billed for the services and not for any tasks specifically (unless such service falls under additional services).
            2. For convenience Service Provider will provide monthly invoices each calendar month. Billing period and payment due for Service Provider’s services will be invoiced monthly on or near the 1st day of each month.
               1. In some cases invoices may be issued a few days before or after the 1st day of each month, typically no later than the 5th of the month.
               2. To avoid any ‘lost’ invoices (i.e. invoice did not properly reach Client inbox or the correct person for payment), if an invoice for any given month is not received by Client (the correct person for payment) from Service Provider by the 10th day of any given month, Client should notify Service Provider to confirm that an invoice has been sent and received, so that Service Provider can resend if necessary, with receipt confirmed by Client.

• Note: It may be necessary for a primary point of contact at Client to hand-hold the first invoice to the correct Client team member for payment.

1. 1. 1. 1. 1. Level of detail provided within invoices shall be at the discretion of Service Provider. Accommodation for additional invoice detail may be provided if prior arrangements are agreed upon.
               1. Invoice shall always reference the month(s) service pertains to.

• Net Terms

• Client shall be set up with Net 30 Days terms.

1. 1. 1. 1. 1. Billing shall be based on services rendered for the prior calendar month.
            2. Client agrees to pay Service Provider by invoice Due Date or within set Net Days from receipt or invoice Date (whichever is greater/later) and not to extend payment time beyond such timeframe.
            3. If a deposit is required or was received, or a Purchase Order is received, then any outstanding balances are due within established Net terms or within thirty (30) days or by the end of the billing cycle on the following month (whichever is least/sooner).
            4. At Service Provider discretion, late payment may result in Client losing Net Terms status and in such case would be obligated to prepay any future invoices before work is performed.

• Prepaid Terms

1. 1. 1. 1. 1. If Net Terms are not established then payment terms for services shall be Prepaid unless other terms are arranged.
            2. If terms are defined as Prepaid (‘Pre-paid’, ‘Prepay’, ‘Pre-pay’) or Deposit required:
               1. Client agrees that no work or client onboarding shall be performed by Service Provider until payment for Services is received.
            3. Hours for Pay-As-You-Go Consulting must be pre-paid based on Hour Tiers.
               1. On a case-by-case basis Clients with established terms may be invoiced net terms for Pay-As-You-Go Consulting, but are subject to pre-paying for Pay-As-You-Go Consulting at Service Provider discretion.
            4. Billing shall be based on services to be rendered for the current/upcoming calendar month.
               1. In the case where the first billing period is not a full month, to help simplify billing Service Provider may provide a prorated invoice to cover the remainder of the current month (prorated for partial month), with subsequent billing periods to be invoiced on the normal invoice schedule each calendar month thereafter.
         2. Deposits. For smaller organizations, or for certain types of services or work, or for larger projects, a deposit may need to be invoiced and collected prior to initiating service. In some cases partial payments will be required after completion and acceptance of various phases of work.
            1. In such case:
               1. Client shall be notified of the need for a deposit, and;
               2. Client agrees that no work or client onboarding shall be performed by Service Provider until a deposit is received and paid in full.
            2. Deposits may be applied to any outstanding invoices, or otherwise are refunded at the end of this agreement, including any Extension Term​s, less any outstanding payments or fees that may exist.
      2. Escrow Account. In some cases it may be possible, upon request by Client or Company, that an Escrow Account be set up to collect pre-payment. Once work or phases of work is completed, approved, and invoiced then money in the Escrow Account is used to pay any invoices.
      3. Expenses. All pre-approved expenses incurred by Service Provider in connection with providing the Services under this agreement will be the sole responsibility of Service Provider, except as specifically agreed to in writing in advance by Client.
         1. Client shall reimburse the actual and reasonable and previously agreed upon out-of-pocket expenses of Service Provider associated with agreed upon tools and services related to Client work and any other expenses approved in advance by Client.
      4. Travel. If Client requests Service Provider to travel and Service Provider agrees and has availability on a case-by-case basis, Client shall reimburse the actual and reasonable and agreed upon out-of-pocket expenses of Service Provider associated with agreed upon travel.
         1. Actual travel time and any time for other duties related to travel shall be considered billable time to be compensated and invoiced at the normal rate and schedule.
            1. Time spent sleeping in hotels related to travel shall not be billable time.

• Late Payment

1. 1. 1. 1. Late payments are subject to a late charge of one and one-half percent (1.5%) per month, or the maximum allowed by law, whichever is less.

• Late payments may lead to ‘stop work’, and furthermore may constitute breach of contract/agreement and could cause early termination of this agreement if payment and any associated fees are not resolved within twenty (20) days from when payment becomes late.

1. 1. 1. 1. If collections or dispute resolution become necessary to collect overdue amounts, each party shall be responsible for its own related costs (this section does not mean that collections and dispute resolution costs may not be included in any potential litigation that may arise).
      2. Rates Subject To Change. Terms within this Agreement excepted, published and unpublished pricing schedules, rates, terms, and service offerings and features are subject to change without notice. If Client is under this agreement and remains within the Retention Period, the rate is locked in for the duration of the Retention Period.
         1. Change of rates for any extension shall still be subject to mutual agreement by both parties, otherwise pricing shall default to current pricing schedules if no other arrangement is made.
         2. Clients are encouraged to lock in the rate with a longer commitment under agreement to avoid potential rate or service changes outside of an agreement, while also providing more predictability for all parties.

   2. Services

• Description of Consulting Services. Work to be performed by Service Provider shall follow the below Statement of Work (SOW) as closely as possible based on Service selected by Client and agreement of priorities, with other items to be mutually agreed upon as they are reviewed or arise.

• Other Services Available

• Consulting Retainer

1. 1. 1. 1. 1. 1. Traditional Consulting Retainer based on fixed hours (used when Retainer is other than Managed Services, to be defined within SOW). 

• Pay-As-You-Go Consulting & Support

1. 1. 1. 1. 1. 1. Hours for Pay-As-You-Go Consulting must be used within six months of purchase.

• Implementation & Onboarding Services

1. 1. 1. 1. 1. 1. For Implementation & Onboarding Services (‘Implementation Services’, ‘Implementation’) we will provide an outline of tasks to be completed based on the specific platform and predefined Implementation Package selected by Client.

• Custom SOW

1. 1. 1. 1. 1. 1. For custom SOWs (Statements of Work) Client requirements shall be outlined and tasks to be completed shall be based on an external document identified as an SOW produced by Service Provider for Client and as agreed upon by parties.
               2. Custom SOWs are considered static, meaning that anything not captured within the SOW is out of scope and requires a Change Order accepted by Service Provider before new scope of items can be incorporated into workflow.

• Note: For this reason, and for better Client success, we strongly recommend Managed Services rather than a static SOW.

• Other Services / Other Consulting / One-off Services (‘one-time services’, ‘additional services’)

1. 1. 1. 1. 1. 1. Requirements, work level of hours, and durations for Other Consulting shall be established and agreed upon by both parties.
               2. To accommodate spikes in Client work requirements, and subject to Service Provider’s availability and agreement, additional services may be requested by Client and/or made available by Service Provider.
               3. Additional services hours shall be billed at a rate commensurate to either Service Provider’s current rate or pricing tables at the time for such work or Effective Hourly Rate, subject to rate review and agreement by both parties at the time, and will be invoiced at the normal payment schedule for such services.
                  1. If no special arrangement is made for additional services rate then the Effective Hourly Rate within this agreement will apply.
               4. Any mutually agreed upon additional services or expenses may be included within the normal monthly service invoice and paid within the normal service payment schedule. 

• In cases where separate invoices are issued outside of the normal monthly service invoice, payment shall be due on such invoices within the same established Terms..

• Acceptance. The Services and any work product will be considered accepted (“Acceptance”) (i) when Client provides Service Provider written notice of Acceptance; or (ii) thirty (30) days after delivery to Client (if Client has not provided Service Provider with written notice of rejection).

1. 1. Proposals, Estimates, and SOWs

      1. For any Proposals, Estimates, or SOWs provided by Service Provider:
         1. Our estimated times and level of effort are our best guess. We will make every reasonable effort to keep actual level of effort, hours, time schedules, and cost as close to our initial estimate as possible, but do not guarantee accuracy of estimates.

• Client may be charged at our discretion for actual work time logged regardless if we go under or over a provided estimate within any estimate, SOW, proposal, or email.

1. 1. 1. If client work goes over or is trending toward substantially going over and above established time or cost based on Allocated Hours, Implementation Package offering, or any SOWs or estimates or proposals provided to Client, Client will be notified about any adjustments that may need to be made to tasks, timelines, resources, and/or cost.

• Note: Of course as new things are learned during discovery or simply just by working together, if scope changes, we may need to add to time or cost from initial estimates. Client will be made aware of any such variances.

1. 1. 1. Any mutually agreed upon additional services or expenses may be included within the normal monthly service invoice and paid within the normal service payment schedule. 
      2. In cases where separate invoices are issued outside of the normal monthly service invoice, payment shall be due on such invoices within the same established Terms.

   2. Work Ownership

      1. The results of any work performed by Service Provider for Client that originates from and is proprietary to the Client, including customer information and reports, will remain the property of the Client.
         1. Materials
            1. All materials furnished by Client will remain the property of Client and where applicable will be returned upon request no more than 15 business days from the termination of this agreement and final payment of all invoices.
            2. All creative content to be supplied by Client (i.e. images, text, content) except under agreed cases.
            3. To the extent applicable to the scope of the services provided, except for Client’s materials and pre-existing intellectual properties, most assets, documentation, and inventions created during Client work is a derivative of other work Service Provider has performed, therefore any tools, documents, code, processes, or inventions (collectively known as ‘Inventions’) created and/or developed by Service Provider during this agreement remain the copyrighted property and ownership of Service Provider under the U.S. copyright law (all rights reserved) and shall not be considered ‘work for hire’ as it relates to property rights. Service Provider may alter the work, add to it, or combine it with any other work or works, at its sole discretion.
            4. Service Provider extends and grants lifetime normal use permissions in perpetuity to Client of any such inventions that are shared with Client and used for Client purposes provided Service Provider branding and copyright information remains intact (unless case-by-case permission is otherwise granted to remove such copyright). All copyright rights are considered reserved for inventions under such conditions.
               1. In cases where Service Provider is working ‘white label’ under Client’s brand, special arrangements need to be made on a case-by-case basis regarding attribution on such inventions of any branding and copyright information.
            5. Service Provider does not extend or grant permissions to distribute, sell, or rebrand such inventions without prior written permission.

   3. Working Relationships

      1. Roles and Team Member’s Work 
         1. It is understood that Client is engaging with Service Provider as a branded Agency and may be engaging with the Agency’s Team Members within various roles.
            1. By prior arrangement, and with Client’s permission, the case may arise where it is agreed that Client may also be engaging with Service Provider’s Team Members within various roles.
               1. In such cases Service Provider shall retain the right to utilize any qualified Team Member (‘Team’) resource Service Provider deems fit to the assigned task such as employees, contractors or other third party service providers (‘Partner’, ‘Affiliate’) at Service Provider discretion for the Services to be performed provided such Team Members/Agents are properly vetted and supervised by Service Provider and shall be the sole responsibility of Service Provider as Service Provider’s Team Members.
               2. Client may request a Background Check for any specific Team Member of Service Provider. If a current Background Check is not available Client will be notified and will be responsible for any related costs to obtain said documentation. Background Check request may be rejected by Service Provider at their sole discretion.
            2. Service Provider’s Principal entity typically is but but is not required to be Client’s primary or only point of contact for managing the Client relationship or doing any of the work involved in providing services including but not limited to discovery, requirements, strategy, development, oversight, and quality review of tasks and projects to be performed.
         2. Quality Control. Oversight and quality review of all tasks and projects shall be performed by a Service Provider senior representative to the highest standard, according to Client specifications, and to Client’s satisfaction.
      2. Service Provider Agent Relationship. Service Provider agrees that any individuals or agents (‘Team Members’ as defined above) representing Service Provider shall be considered independent contractors or companies or vendors (not an employee or other agent of Client Company) and that Service Provider shall be solely responsible for the manner and hours in which Services are performed, and that such agents are solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, and are not entitled to participate in any employee benefit plans, group insurance arrangements or similar programs offered by the Client Company. 
         1. Service Provider will ensure that any employees, contractors and other service providers (‘Team Members’) of Service Provider involved in the Services performed are bound to the foregoing, and to all of Service Provider’s obligations under any provision of this agreement, for the Company’s benefit.
            1. Service Provider Hiring Practices. For any hired employees, Service Provider represents that it maintains comprehensive hiring policies and procedures which may include, among other things, a background check that consists of employment verification, education verification, authentication of identity, including e-verify, previous address history, search of OFAC and other watch lists, and a consumer report that may consist of a credit report, criminal convictions and/or motor vehicle records, not assigning or permitting any employee to provide Services under this agreement, who in the previous ten (10) year period pled guilty to, no contest, or has been convicted of or entered a pretrial diversion program in connection with the prosecution of any criminal offense characterized as a felony. Service Provider further represents that through its hiring policies and procedures including background checks, it endeavors to hire the best candidates with appropriate character, disposition, integrity, and honesty. Service Provider warrants that all of Service Provider’s employee’s names and social security numbers match and that all of Service Provider’s employees hired after the date of this agreement are United States citizens or they have one of the documents currently accepted by the U.S. Citizenship and Immigration Services (USCIS) as proof of employment eligibility, as shown on USCIS website’s instructions for Form I-9 (https://www.uscis.gov/i-9). For Service Provider’s employees hired prior to the date of this agreement, Service Provider warrants that all such persons are United States citizens or they provided proof of employment eligibility documents accepted by the USCIS or its predecessors at the time of said person’s hire.
            2. Service Provider shall be responsible for any noncompliance in this regard by Team Members.
         2. Service Provider is neither the agent nor legal representative of the Client, is acting exclusively on Service Provider’s own behalf and has no authority whatsoever to make any agreements, representations or warranties or conduct any business in the name of, for the account of or otherwise to bind or obligate the Client. Service Provider alone shall hire, fire, direct, supervise and pay its own employees and shall be wholly and solely responsible for all federal and state income taxes, withholding taxes, Social Security taxes, workers’ compensation, insurance, employee benefits and the like with respect to Service Provider and its employees and Service Provider hereby holds Client harmless for any penalties imposed by the Internal Revenue Service for Service Provider’s failure to properly report income earnings. To the extent applicable, Service Provider shall maintain at its own expense all licenses, business permits and registrations necessary to provide the Services to Client. Insofar as Service Provider’s employees, agents or permitted subcontractors are required to be licensed, registered or certified professionally in order to provide the Services hereunder, Service Provider represents that it and/or its employees, agents and permitted subcontractors are duly licensed or registered and that its and/or their licenses are valid and in good standing. If any such license, registration or professional certification changes, whether by suspension, revocation, expiration or other cause, Service Provider shall promptly notify Client. Upon request Service Provider shall also promptly notify Client upon a change of Service Provider’s appointed qualifying manager, agent or other similarly duly designated person who is held responsible for the validity and good standing of Service Provider’s professional licenses.
         3. By signing this agreement Client acknowledges that Service Provider retains the right to represent Client name and logo, Client contact testimonials, or publicly available Client contact names and likeness as present or past clients of Service Provider within Service Provider marketing materials extending beyond the duration of this agreement (items shall be removed from marketing materials within a reasonable timeframe upon request by Client).
      3. Non-solicitation. During the term of this agreement and for a period of two (2) years after the termination for any reason of this agreement, Client and Service Provider hereby agree, to the extent allowable by law, not to directly or indirectly solicit or attempt to solicit, divert, or attempt to divert, take away or attempt to take away, employ, or partner with, or contract with, or solicit for employment or work with itself or any other business association, any employee or independent contractor or agent or partner or affiliate of the other party (or other Team Member relationships) outside of this agreement without prior written permission of the other party as authorized by the signer on this agreement.
         1. The foregoing restriction shall not apply in the event an employee responds to an offer of employment within a publication of general circulation.
      4. Remote Work. All Service Provider work shall be performed remotely unless other arrangements are mutually agreed upon in advance.
      5. Collaboration and Administrative work. Service Provider time related to meetings, virtual meetings (i.e status meetings), web conferences, phone calls, emails, chat and ‘Slack’ type of online collaboration, project and task management, and other administrative or collaborative duties related to client work shall be considered as normal billable work required in support of services and are billable under this agreement against allocated hours; this includes work required for security compliance or financial audits. Typical administration of billing/invoicing is not considered billable time.
         1. Requests by Client for any substantial financial audits or other types of compliance work or research specifically for Client shall be considered billable administrative time.

• Missed or Canceled Meetings. Scheduled meetings missed by client (no show) or canceled by client with less than 4 hours notice at Service Provider discretion will be counted as 50% billable time per person from our team based on the meeting length.

• Primary Client representative being late to a meeting 10 minutes or more equates to a missed meeting if the meeting is not able to be billed at normal rate for full duration.

1. 1. 1. Work Hours. All Service Provider work shall be performed at work hours (exact days of the week and time of day) determined solely by Service Provider regardless of Client work time zone and Client work hours.
         1. Note: Business laws declare that to qualify as independent contractor, work hours cannot be dictated by the Customer (nor can work hours be dictated by the Customer under a corp-to-corp (C2C) relationship) (https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-defined).
         2. Service Provider work will typically be performed and Service Provider may typically be available during Service Provider’s normal work hours, roughly 9am-5pm MST/MDT Mon-Fri, but times will vary at Service Provider discretion.
         3. Service Provider work hours may flex at Service Provider discretion throughout any given period to accommodate work loads, available resources and other factors.
         4. Service Provider, however, shall make every reasonable effort to be available and to accommodate work schedules that align with Client work hours for collaboration type of work and any work that requires real-time interaction.
         5. Arrangements may be made for work outside of Service Provider’s normal work hours by prior arrangement and agreement on a case-by-case basis.
         6. Logging time (when necessary) shall be recorded to the closest quarter-hour increment.
      2. Non-exclusive. Service Provider retains the right to perform services for other clients during the term of this agreement.

   2. Confidential Information

      1. The Parties recognize and acknowledge that in the course of Services performed hereunder, recipient party and/or recipient party’s employees or agents may learn or have access to certain confidential, patent, copyright, business, trade secret, proprietary or other like information or products of the disclosing party. As used in this agreement, the term ‘Confidential Information’ includes any nonpublic personal information of consumers, as well all information and materials belonging to, used by, or in the possession of the recipient party relating to its customers, other vendors, consultants, suppliers, products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character. Confidential Information also includes any and all data, information or other material in whole or part developed, arising, or otherwise derived, by disclosing party, recipient party or otherwise, from Confidential Information furnished to recipient party. Confidential Information shall not include: (a) such information, data or knowledge that was known to the recipient party prior to the time its association with the disclosing party began, (b) any such information, data or knowledge has become generally available to the public otherwise than by a breach of this agreement by the recipient party, or (c) is subsequently disclosed to the recipient party by a third person or entity which the recipient party is not aware is prohibited from disclosing the same by a contractual, fiduciary or other legal obligation to the disclosing party, (d) is independently developed by recipient party without breach of this agreement or any use of Confidential Information, or (e) is disclosed by recipient party with the prior written approval of disclosing party. The existence of the relationship between the recipient party and the disclosing party and any discussions, negotiations, strategies and agreements they have entered into or may hereafter enter into also constitute Confidential Information of each Party.
         1. Service Provider may represent Client as a customer or past customer (i.e. displaying Client logo on Service Provider’s website or Client’s company name within a list of Service Provider’s customers) without constituting breach of Confidential Information.
         2. Client understands and agrees that from time-to-time Service Provider may need to pull a full prospect/contact export in order to access all of the fields for managing data. It is understood by Client that such export as deemed necessary is not intended by Service Provider to gain access to or steal such Client’s customer or contact information. Any stored copies of any export files will be deleted as soon as practical. Also when practical Service Provider shall notify Client before such data extract.
      2. Non-disclosure of Confidential Information. Both signing parties agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the relationship. Parties shall not disclose or permit disclosure of any Confidential Information to third parties or to employees or agents, other than directors, officers, employees, consultants and agents (‘Team Members’) of parties other than those of whom are required to have the information in order to carry out the discussions and work regarding the relationship. Parties agree that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this agreement to have any such information. Such measures shall include the degree of care that parties utilize to protect its own Confidential Information of a similar nature. Parties agree to notify the other party of any misuse, misappropriation or unauthorized disclosure of Confidential Information related to the other party which may come to their attention.
         1. A violation of this section shall be a material violation of this agreement. Each Party will be responsible for any breach of this agreement by its personnel. The confidentiality provisions of this agreement shall remain in full force and effect after the termination of this agreement.
         2. At Client request, and at additional time and materials administration expense to Client above and separate from normal hours billed for Services, Service Provider at its discretion may provide such documentation, certifications or acknowledgements as may be requested by the Client from time to time to verify compliance with requested Client policies and procedures.
            1. Service Provider shall notify Client forthwith of any known breach of Client’s policies.
         3. Notwithstanding anything to the contrary set forth herein, nothing in this agreement shall prohibit either Party or its personnel from reporting or disclosing possible violations of federal law or regulation to any governmental agency or entity, as required by law.
            1. Each Party and its personnel do not need the prior authorization of the other Party to make any such whistleblower reports or disclosures to a Government Entity.
            2. Notification to the other Party within fifteen (15) days is required if any such reports or disclosures to governmental agencies are provided.
      3. Compelled Disclosure. If either party is compelled by law to disclose Confidential Information, it shall provide the other involved party with prior notice of such compelled disclosure and reasonable assistance if the party wishes to contest the disclosure.
      4. Conflicts with this Agreement. Service Provider and Client each represent and warrant that no agents of either party are under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this agreement. Parties represent and warrant that performance of all the terms of this agreement will not breach any agreement to keep in confidence proprietary information acquired by either party in confidence or in trust prior to commencement of this agreement. Parties warrant that they have the right to disclose and/or use all ideas, processes, techniques and other information, if any, which Parties have gained from third parties, and which Parties discloses to the other party or uses in the course of performance of this agreement, without liability to such third parties. Notwithstanding the foregoing, Parties agree that they shall not bundle with or incorporate into any deliverables and/or Services provided to either party herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the other party. Parties represent and warrant that they have not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with any obligations under this agreement. Parties will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services under this agreement.

   3. Legal Compliance

      1. Acceptable Use. Parties agree to abide by any published Customer Terms of Service (TOS), Acceptable Use Policy (AUP), and End User License Agreements (EULA) for all software and platforms that Client work is performed on and engaged with Service Provider.
         1. Client agrees to the terms and conditions as set forth on the Terms page on Service Provider’s website while this agreement is in effect: https://optimalbusinessconsulting.com/terms/
         2. Parties agree that each of its agents and subcontractors are and shall remain in material compliance with all applicable laws, ordinances, rules, and regulations governing its obligations hereunder and to the extent they relate to the Services, all applicable federal consumer financial protection laws.
            1. Additionally, Service Provider is and shall remain in compliance with any and all regulations promulgated by Office of Foreign Assets Control of the U.S. Department of the Treasury, and any successor organization. Service Provider and its representatives shall not knowingly provide any services to Client in violation of such applicable laws, ordinances, rules and regulations.
         3. Client and Service Provider shall abide by all applicable laws and regulations such as CAN-SPAM, CASL, and GDPR as applicable.
      2. Discrepancies
         1. If any discrepancies are found between Service Provider’s Terms page on Service Provider’s website (https://optimalbusinessconsulting.com/terms/), Service Provider’s MSA (Master Service Agreement) page on Service Provider’s website (https://optimalbusinessconsulting.com/msa/), or any Terms contained within this agreement, or any Proposals provided to Client:
            1. Proposals provided to Client shall govern over website content while proposal is valid (not expired);
            2. This agreement shall supersede and govern in all cases except for discrepancies with the MSA.
            3. The MSA shall supersede and govern in all cases.
      3. Representations, Warranties, Indemnification and Liability Limits. Each party warrants that it has the right and power to enter into this agreement and it has been signed by an authorized representative of such party.
         1. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards and in accordance with the referenced services.
            1. To the extent Services provided by Service Provider are advisory or consultative, no specific result is assured or guaranteed.
         2. Disclaimer of Warranties. Client acknowledges that Service Provider has made no representations or warranties of any kind, express or implied (including warranties of merchantability or fitness for a particular purpose, which are hereby specifically disclaimed), with respect to the Services provided hereunder except as provided herein.
         3. Subject to the limitations set forth in this paragraph, Service Provider and Client shall each protect, defend, indemnify and hold the other and the other’s successors, directors, officers, employees or representatives harmless from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) caused by, arising out of, or resulting from any intentional or negligent act or omission on the part of the indemnifying party, its officers, directors, employees or representatives in the performance of, or the failure to perform, this agreement.
         4. Except for the Indemnification provided in this Section, each party’s maximum liability for any action arising under this agreement, regardless of the form of action and whether in tort or contract, shall be limited to the amount of fees paid by Client for prior 12 months for the Services from which the claim arose.
         5. In no event shall either party be liable to the other for any special, incidental, consequential, punitive or indirect damages, including, without limitation, lost profits or business expectancy damage, computer downtime or any other unauthorized use, whether in contract or in tort, or otherwise, whether or not such party had notice of the possibility of such damages occurring, arising out of such party’s performance or alleged nonperformance of this agreement.
      4. Insurance Coverage. Service Provider shall at its own expense, secure, maintain, and retain proper and adequate commercial insurance for the duration of this agreement with companies qualified to do business in the jurisdiction in which the Services will be performed, and shall upon request, within thirty (30) calendar days of the Effective Date, furnish to Client certificates and required endorsements evidencing such insurance.
         1. Service Provider certifies that all Service Provider work is covered by Optimal Business Consulting’s $2M Commercial General Liability and Errors & Omissions (Technology Services) Insurance.
      5. Enforceability. If any part of the agreement is found to be unenforceable by law, all other parts of this agreement remain enforceable.
      6. Dispute Resolution. In the event of any dispute related directly or indirectly to this agreement (‘Dispute’), Service Provider and Client hereby agree that:
         1. they will first attempt, in good faith, to resolve such Dispute through direct negotiation within thirty (30) days of the date either party notifies the other party of the existence of a Dispute;
            1. The Parties agree to cooperate in good faith for a period of at least sixty (60) days to narrow or resolve any disputes relating to invoices before resorting to escalation.
         2. in the event a Dispute under this agreement cannot be resolved through direct negotiation, each party hereby agrees and covenants that both shall submit to mediation under a mutually agreeable mediator in Mesa County, Colorado.
            1. Regardless of dispute resolution status, any outstanding payments and any payments due for any disputed invoices shall be paid by Client according to the standard invoice due dates and billing cycle or immediately risk late payment status and potential stop work status, and breach of contract if dispute is not resolved within 60 days from notification of existence of a Dispute.
            2. In the event of mediation, each party shall bear its own costs of such mediation, including its own attorney’s fees and its pro rata share of mediator fees. The parties and their representatives shall hold the existence, content and result of the mediation in confidence. The mediator shall not consider punitive damages. There shall be no discovery conducted prior to, or during the mediation process.
            3. Disputes for non-payment of Services shall not be required to be submitted through mediation.
            4. If following any requirement for mediation above, any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled, in addition to other such relief as may be granted, to a reasonable sum as and for attorney’s fees, costs of collection, and costs of any litigation, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. 
      7. Governing Law. This agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of the State of Colorado.
      8. Counterparts. Any changes to this agreement will supersede older versions of this agreement including executed versions of this agreement. Any subsequent versions of this agreement under similar title that are executed with dates after the Effective Date of any prior agreements under similar title will supersede any prior agreements under similar title. For avoidance of doubt, newer versions of this agreement replace entirely any older versions of this agreement including executed versions.

      9. Referral Program

• Note: Our Referral Program as summarized below is optional and open to pretty much anyone including current and former Clients, Partners, Vendors, Vendors of Clients, Contractors, even the general public (we include relative items here for awareness and convenience, any updates will be published to our website https://optimalbusinessconsulting.com/referral/ which takes precedence over the referral content mentioned in this agreement).

1. 1. 1. 1. Client is eligible to receive a referral fee for up to one year of services for each referral to Service Provider.

• Direct Client Referral:

1. 1. 1. 1. 1. Where you are the intermediator in making the referral, and where you have some level of relationship with a stakeholder at the referred Account/Lead and you make the introduction between the Account/Lead and OBC.

• Current Clients and current registered Partners & Vendors:

1. 1. 1. 1. 1. 1. Direct Client Referral Fee: 10% of gross sales for referred work for 12 consecutive calendar months of client billings, starting from the first invoice.

• Indirect Client Referral:

1. 1. 1. 1. 1. Where you are simply sending a referral about a need you noticed regarding someone looking for help, where you have little or no relationship with any stakeholders at the referred Account/Lead so you are unable to make any introductions.

• Current Clients and current registered Partners & Vendors:

1. 1. 1. 1. 1. Indirect Client Referral Fee: 1% of gross sales for referred work for 3 consecutive calendar months of client billings, starting from the first invoice.

2. Commissions (a.k.a. Reciprocal Referral)

   1. In cases where Client provides complimentary services to Service Provider for Service Provider’s clients, and as extra incentive for Service Provider, Client agrees that Service Provider may participate in a Reciprocal Referral program (similar to and modeled after what is mentioned above in Service Provider’s Referral program) but where referral commissions or referral fees are paid to Service Provider for attributable qualified sales leads sent to Client that close as generated revenue.

 

• Statement of Work (SOW)

1. 1. 1. Unless Service Provider specifically provides a custom SOW outside of this agreement, Service Provider does not normally work from a static SOW. Rather than a static SOW which is a static punch-list of items, rather we work with you in a very flexible way so that our ‘general SOW’ is a living document, typically documented within our task management tool (and/or your toolset), and that is constantly adjusted to your needs and agreed upon collaboratively throughout each month so that our time is highly effective in addressing your current needs.
      2. The list below serves as an outline of items, ideas, and goals that have been identified as initial Client requirements and things we believe we can help you with. Service Provider will make their best effort to prioritize and address as many of these items as possible during the course of this agreement at the direction of Client.
      3. The items below are not intended to outline all possible work items. Some items listed below may not apply to certain services or Client projects.
      4. May not include any specific integration or development work for third party software/services. Services may include standard Connectors for third party software/services depending on the agreed arrangement for scope of work and plan selected (API or custom integration beyond standard Connectors requires custom quote).
      5. Additional items may be added to scope as needed based on available time allotment and priorities once agreed upon by all parties while some items may not apply based on client situation, applicability, priorities, and timeline (depending on the service changes to scope may affect cost/timelines).
      6. Items within the SOW or submitted as tasks to perform are only considered possible targets for completion within the allotted time provided by this agreement but are not necessarily promised to be included, worked on, or completed, or to be completed within the duration and timeframe of this agreement or of the Service or Service Plan.
         1. Service Provider shall not be obligated to perform any additional Services until a subsequent Order, or custom written SOW (outside of this agreement), or Change Order, or Amendment to this agreement setting forth the specified requested service(s) is executed by Client and Service Provider.

• Inclusion of any of the below items are dependent upon the Service selected and time allocated:

• Managed Services

1. 1. 1. 1. 1. For Managed Services the list below serves as an outline of items, ideas, and goals that have generally been identified as initial Client requirements and things we believe we can help you with. Service Provider will make their best effort to prioritize and address as many of these items as possible during the course of this agreement at the direction of Client.
            2. Actual scope of consulting work to be performed during agreement term shall be reviewed periodically and agreed upon between both parties and adjusted as needed taking into consideration current priorities, time constraints, and available resources at the time (some limitations may apply).
               1. Discovery, strategy, and status meetings.
               2. System architecture, problem solving, optimization recommendations, administration, and support of Marketing Automation & CRM platform for improved data capture, lead qualification, lead management, and reporting.
               3. Process analysis, optimization, and implementation.
               4. Help classify, automate, and process leads.
               5. Help improve marketing-to-sales funnel process, marketing and sales alignment, and improve lead scoring model.
               6. Help with marketing strategy which may include:
                  1. Email marketing programs, analysis, insights, course corrections
                  2. ABM
                  3. Segmentation
                  4. Cross-channel orchestration
               7. Salesforce Campaign hierarchy set up (when applicable).
               8. Campaign guidance, nurture programs, and oversight.
               9. Salesforce reports and dashboards (when applicable).
               10. Marketing and Sales operations and management guidance.
               11. Best practice guidance as needed.
               12. Platform Audits and recommendations.
               13. Creation of documentation and access to Service Provider existing documentation library as needed.
               14. Training.

• HubSpot Managed Services | Marketing Automation & CRM Hubs

• Pardot Account Engagement Managed Services

• Pardot + Salesforce Sales Cloud Managed Services

• Hourly Consulting & Support

1. 1. 1. 1. 1. Tasks to be completed based on Client requests, taking fit and feasibility and time constraints into account, and as agreed upon by parties.

• Pay-As-You-Go Consulting & Support

1. 1. 1. 1. 1. Tasks to be completed based on Client requests, taking fit and feasibility and time constraints into account, and as agreed upon by parties.

• Implementation & Onboarding Services

1. 1. 1. 1. 1. For Implementation & Onboarding Services we will provide to Client an outline of tasks (punch list of items) to be completed and a general timeline based on the specific platform and predefined Implementation Package selected by Client. This is effectively the SOW for the Implementation Package selected.

   2. Prerequisites required of Client

      1. Client is committed to providing attention and resources to facilitate a successful engagement.

      2. Admin access to Salesforce, Pardot, HubSpot, Marketo, WordPress, or other CRM or marketing automation or web platforms and tools as needed.

      3. Admin access to or facilitation of necessary updates to CMS and/or landing page builder (WordPress, HubSpot, Unbounce, LeadPages, or other) tools as may be required.

• Prior to or during a project kick-off call we will provide a unique email address for you to use for our login for each client project, whether the project is yours as the client or a project for your client; (for best efficiency and security we prefer not to use a pre-existing login that is shared).

 

IN WITNESS WHEREOF, the parties have entered into this agreement as of the date set forth herein.

SERVICE PROVIDER

Optimal Business Consulting, LLC

Name: Jeff Kemp Title: Founder/Principal

Notice Address: 1205 Adobe Ct. Grand Junction, Colorado 81505

PAYMENT

Payment Types Accepted

We accept payment via bank transfer, from major credit cards via Stripe payment gateway, or via Wise or Gusto. For some products a Purchase Order may be accepted in lieu of initial payment (a deposit may still be required).

Sales Tax

None of our services are subject to sales tax.

Cancelation

We will retain customer data for at least 6 months from cancellation in the event that the customer decides to re-instate their account with us. Even though we make periodic backups we are not responsible for loss of data, regardless of the time frame (so we encourage customers to keep their own frequent backups).

Subscriptions:

You may cancel your paid plan at any time with 30 days prior written notice.

No credit will be issued for unused subscription periods.

Projects:

If for any reason a client project is canceled before completing the work as designated within an agreed upon SOW the Client agrees to pay for all materials and work performed up to the point of cancellation.

Non-Payment

Subscriptions:

In the event of customer non-payment of subscription services we will make every effort to contact the customer to see if payment can be continued. There is a grace period of 30 days for an annual subscription, and 15 days grace period for subscriptions less than 12 months.

If payment is in arrears past the grace period we reserve the right to discontinue services (disable the account and stop work).

Projects:

In the event of customer non-payment for project work that was performed, we reserve the right to pursue all available legal measures or ‘collections’ in order to collect payment.

 

SECURITY

For credit card transactions we use a third party secure credit card payment gateway service as the credit card processor. All credit card processing and security measures are handled by our credit card payment gateway service. All purchases are transacted using a secure payment gateway. All credit card data is transmitted via a 3rd party payment gateway using their servers and a secure (encrypted) HTTPS protocol according to current SSL standards. Our credit card payment gateway service is PCI compliant, which is the highest and most stringent security standard available for online purchases with a credit card. More on PCI compliance here.

No credit card information is ever stored by us. When purchases are made online we store company information such as Company Name, Contact Name, Address, Email Address, and Phone Number. Regarding credit card information we are only aware of the last 4 digits of the credit card, and the status of any transactions.

When you purchase our services the payment gateway provider sends us a confirmation message with customer details, but does NOT provide us with any payment information. We never receive or collect ANY credit card information. All customer files and data (other than credit card info) are stored on our web host provider’s servers. Their security policy can be found here.

In addition to security measures implemented by our web host provider, we also incorporate several security patches and other security measures that are continuously updated in order to protect customer data from online hackers.

 

GUEST POSTING

See our ‘Apply to be a Guest Poster for our blog‘ webpage for more information about guest posting and to apply to be a guest poster:

https://optimalbusinessconsulting.com/guest-posting/

Guest posting terms

The opportunity of writing content for our blog is an as needed opportunity. We may choose to engage with a Guest Poster or not at our discretion.

In order to maintain our standards we reserve the right to not publish or use any provided content, or to edit and/or add to any content to any extent.

Guest Posters will need to agree to either our Vendor or Contractor Agreement.

In most cases we may allow Guest Poster the option to put an approved ‘author’ bio at the end of Guest Posters’s blog posts with a link to their LinkedIn profile, or Guest Poster can post anonymously if so desired. Some articles may have ‘co-authors’ or ‘contributors’ if more than one person helped with the content. Depending on how much we update or add to provided content the guest poster may be listed as Contributor rather than Author. If a large majority of the content is provided by OBC then in such cases we may make OBC the sole author.

Guest poster agrees to and affirms that any content or images provided to OBC is not copyrighted material unless attribution is also provided (and permitted by the original creator).

Frequency of articles (if more than one) is based on Guest Posters topic choice, article choice, and Guest Poster availability.

Optimal Business Consulting (OBC) remains the owner with full rights in perpetuity to any content provided to us for purposes of publishing to our website.

 

LEGAL

Affiliates

We may receive commission on purchases made through links on this website.

Disclaimer

If work and revisions or technical support exceed those which are reasonable for any given project then our current hourly rate will apply. Notice will be given to client and the situation discussed BEFORE any additional charges are incurred.

Indemnification

By participating in use of this website or any of our services or you agree to fully indemnify and not hold Mile High Marketing Group, LLC or Optimal Business Consulting, LLC or their subsidiaries or vendors liable for any loss of data, materials, or services or for any adverse affects caused by our services or services offered through our vendors or due to any change in services or functionality offered.

Proposals

For any Proposals provided to Client, Client agrees to any Terms contained therein.

Note: Terms and Conditions subject to change without notice. Any changes posted on this page will be considered official notification.