Terms of Service (Purchase Terms)
For any agreement, Lloyd Solves LLC shall be referred to as "the Consultant," and the Client's company or entity shall be referred to as "the Client."
By signing a quote or professional services agreement with the Consultant, the Client agrees to the following terms and conditions:
Invoicing & Payment (monthly engagement version):
For a recurring engagement, the Consultant will invoice the Client for hours purchased for any month/30-day period on the first day of each month/30-day period. Should additional hours be required outside the previously agreed-upon amount for that month/30-day period, and the Consultant is available to provide those hours, the Consultant and the Client agree that the Consultant will provide the "on-demand" hour(s). The Consultant will include it on next month's/30-day period invoice. If payment for any invoice is past due by more than seven calendar days, the Consultant will put all work by the Consultant for the Client on hold until that invoice is paid in full. Invoices are sent via email and shareable link via Quickbooks. The Client may pay via ACH, check payable to Lloyd Solves LLC, or credit card. The Client shall assume all responsibility for collecting legal fees as necessitated by defaults in payment or for sales taxes due as a result of the project or any engagement thereof. All payments made by the Client to the Consultant during the engagement, including deposits, variable-time payments, and additional costs or fees, are non-refundable.
Invoice & Payment (project engagement version):
For a project-based engagement, the Consultant will invoice the Client for the entire project fee before the project start date. The invoice will be due on the start date of the project. If payment for any invoice is past due by more than seven calendar days, the Consultant will put all work by the Consultant for the Client on hold until that invoice is paid in full. Invoices are sent via email and shareable link via Quickbooks. The Client may pay via ACH, check payable to Lloyd Solves LLC, or credit card. The Client shall assume all responsibility for collecting legal fees as necessitated by defaults in payment or for sales taxes due as a result of the project or any engagement thereof. All payments made by the Client to the Consultant during the engagement, including deposits, variable-time payments, and additional costs or fees, are non-refundable.
Engagement Delivery:
The Consultant provides services to the Client at a standard delivery pace and process. The Consultant will make reasonable efforts to communicate with the Client promptly and respond to all emails within one business day. Please note that this response may state that the Consultant is aware of and looking into the issue but does not guarantee an official answer to the inquiry. The Client is responsible for all existing contractual obligations or deadlines associated with other vendors and systems impacted by this engagement. The Consultant makes no promises or guarantees, express or implied, regarding the engagement completion date or readiness to turn off or complete transitions from other systems. The Client assumes all responsibilities associated with such deadlines and contracts. Stated delivery timeframes for line items are not guaranteed and serve as estimates only. The stated delivery timeframes presume achievability based upon active cooperation and coordination by the Client / third parties at all times.
Billable time entries:
The Consultant will make available reports on billable time entries on the Client's request. For a complete list of all billable time entry tag types, see here: https://www.lloydsolves.com/billable-time-tags
Early cancelation policy and notice:
If the Client chooses to cancel the technical consulting engagement before the agreed-upon date, either party must submit a written cancellation notice at least fifteen (15) days before the termination date. The terminating party must pay for all work completed until that point and any other costs incurred in preparing for or carrying out the engagement.
Proprietary intellectual property:
Should this engagement include line items for intellectual property such as custom software, code, templates, or methodologies required to deliver that line item, that intellectual property will be proprietary to the Consultant and only used for/on behalf of/by the Client with the consent of the Consultant. The Client may not distribute any intellectual property of the Consultant to third parties, even on the Consultant's behalf. Should intellectual property be required to be shared with third parties, the Consultant will communicate directly with third parties to the degree to which the Consultant feels comfortable.
Data validity and integrity:
The Consultant assumes no responsibility for the validity and accuracy of any data imported, created, or reported during this engagement. The Client is responsible for providing quality data and recognizes it would not be reasonable to expect the Consultant to identify "bad data" without indication by the Client. The Client acknowledges the Consultant is unfamiliar with data before engagement. The Consultant will make all practical efforts to have data in the Client's HubSpot portal replicate data as provided in the current state. The Consultant is not responsible for appending or enriching data, even if working with a third party or software supplying appended or enriched data. Should the HubSpot platform be technically incapable of receiving and recording data, or parts of data, in the same manner as the current state, the Consultant will make reasonable efforts to represent that data as close as possible to the current state, given the limitations of the HubSpot platform with all tools at their disposal.
Return-on-investment:
The Consultant makes no guarantees that this engagement will provide any specific value of return on investment (ROI). The Consultant is only responsible for executing the specific deliverables within these terms' guidelines of the Engagement Delivery section. The Consultant further agrees and acknowledges that the industry in which the Client operates is highly competitive, that many of the Client's competitors have substantially greater financial, technical, marketing, and sales resources than the Client, and that there is no guarantee of the Client's success, either financially or otherwise, and that no representation to the contrary has been made to the Consultant. The Client recognizes that any consultative advice made by the Consultant is strictly given based on the context available to the Consultant. Furthermore, the Consultant is not responsible for the actions or outcomes of the Client based on that advice, and ultimately, the actions are being made based on the Client's own decision. The Client recognizes that should their actions based on the recommendation of the Consultant result in a negative impact on their business or operations or lead to a less-than-ideal ROI, the Consultant is not responsible for those outcomes.
Privacy:
The Consultant will not disclose the relationship with the Client to other clients, prospects, or third parties unless explicitly allowed by the Client. Depth of disclosure about the relationship, work done for, and entity specifics about the Client will be stated explicitly by the Client. The Consultant will not use the Client's data to further any individual goals or make monetary gains and will only discuss data with the Client and third parties authorized by the Client. The Consultant's log-ins will be protected by two-factor authentication and encrypted through the Keeper Security password management platform.
Amicable client clause:
The Client agrees to act amicably and professionally at all times while utilizing the services of the Consultant. The Client understands that any behavior deemed inappropriate or unprofessional by the Consultant may result in the cessation of their agreement.
Meeting cancellation policy:
If the Client does not arrive and has not provided a prior cancellation notice to the Consultant at least ten minutes before the scheduled call, the Consultant shall be entitled to bill the Client for the entire duration of the call.
Access to API keys:
The Client agrees to allow the Consultant to create at least one Private App in its HubSpot account, or any similar app in any other software, with access necessary for the Consultant to utilize any Application Programming Interface (API) scopes deemed necessary for the successful delivery of services.
Engagement of Contractors:
The Consultant reserves the right to work with a trusted network of contractors, depending on the size and scope of the project. Such contractors may be engaged to help deliver services such as developing custom solutions, building integrations, or providing necessary APIs. All contractors will (1) be bound by confidentiality agreements that protect the Client's data, (2) remain under Lloyd Solves' control and direction, and (3) use only tools and systems approved by the Consultant for delivering services.
