The short version
These Terms are a legal agreement between you and Business Management Consulting. They govern your use of our website and every service we provide. Worth knowing up front: every engagement is defined in a written proposal or statement of work; fees, deposits, and recurring billing are in Section 7; our refund and cancellation policy is in Section 8; we do not guarantee any specific result (Section 9); and disputes are resolved through individual arbitration (Section 23). If you are buying on behalf of a company, you are confirming that you have authority to bind it.
Agreement to these Terms
These Terms and Conditions (“Terms”) are an agreement between you (“Client,” “you,” or “your”) and Business Management Consulting LLC, a [State] limited liability company (“BMC,” “we,” “us,” or “our”). They govern (a) your access to and use of our website at zovogroup.com and any related pages (the “Site”), and (b) every consulting, management, marketing, advisory, training, and related service we provide (the “Services”).
By accessing the Site, booking a consultation, signing a proposal or statement of work, making a payment, or otherwise using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site or the Services.
Order of precedence. If a signed proposal, statement of work, or master services agreement conflicts with these Terms, the signed document controls for the specific engagement it describes. Otherwise these Terms apply.
Definitions
- “Proposal” or “Statement of Work” (“SOW”) means a written document, including an electronic document or a quote accepted by electronic signature or payment, that describes the scope, deliverables, timeline, and fees for an engagement.
- “Deliverables” means the reports, plans, documents, campaigns, templates, configurations, and other work product we agree to provide under an SOW.
- “Client Materials” means content, data, credentials, accounts, trademarks, and other materials you provide or give us access to.
- “BMC Materials” means our pre-existing and independently developed know-how, frameworks, methodologies, templates, tools, software, and training content, including improvements to them.
- “Managed Services” means ongoing services delivered on a recurring basis, typically monthly.
- “Third-Party Costs” means expenses paid to others in connection with an engagement, including advertising spend, software subscriptions, printing, contractor fees, and licensing.
- “Payment Processor” means the third-party service that processes payments on our behalf, such as Stripe, PayPal, or Square.
Eligibility and business use
You must be at least 18 years old and able to form a binding contract to use the Services. The Services are designed for businesses and professional use. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” includes that entity. Nothing in these Terms is intended to exclude a consumer protection right that cannot be waived under the laws of your jurisdiction (see Section 8.10).
Our Services and how they are delivered
4.1 Business management consulting
We assess, design, and help operate the systems that run a business: operating cadence, standard operating procedures, financial oversight and forecasting, key performance indicators, hiring plans, vendor management, project management, and fractional executive support. Depending on the SOW, we may advise you, build systems for you, or manage defined functions with your team.
4.2 Marketing consulting and management
We plan and execute marketing: research, positioning, offer and pricing strategy, funnels, paid advertising, content and brand, email and SMS, social media, CRM and automation, and reporting. Managed marketing services may include day-to-day operation of your advertising and marketing accounts under your ownership.
4.3 How Services are delivered
Services are delivered remotely unless the SOW states otherwise, through video calls, written deliverables, shared documents, work performed inside your systems, and training sessions. Timelines in an SOW are good-faith estimates that depend on your timely cooperation (Section 6). Deliverables are provided electronically. Scheduled sessions are delivered at the time booked, and recordings, where offered, are provided within a reasonable period after the session.
4.4 Independent contractor; no fiduciary duty
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, franchise, agency (except as expressly authorized in writing under Section 12), or fiduciary relationship. You retain full authority over, and responsibility for, your business decisions.
4.5 No custody of funds
We do not take custody of client funds, customer payments, or advertising budgets. Advertising spend is paid by you directly to the advertising platforms from accounts in your name unless an SOW expressly states otherwise.
4.6 Subcontractors
We may use qualified subcontractors and collaborators to deliver parts of the Services. We remain responsible for their work and bind them to confidentiality obligations no less protective than these Terms.
Proposals, statements of work, and changes
5.1 Each engagement begins with a Proposal or SOW that fixes the scope, deliverables, timeline, fees, and payment schedule. A Proposal becomes binding when you sign it, accept it electronically, or make the first payment described in it.
5.2 Work outside the written scope, including additional deliverables, revisions beyond the number stated, new channels, or expanded management responsibilities, requires a written change order and may carry additional fees and revised timelines. We will not perform out-of-scope work without your approval, and you agree to pay for approved changes.
5.3 Proposals expire 14 days after issue unless stated otherwise.
5.4 Unless the SOW says otherwise, each Deliverable includes up to two rounds of reasonable revisions requested within 10 business days of delivery. Deliverables not rejected in writing within that window are deemed accepted.
Client responsibilities
The Services depend on your participation. You agree to:
- provide accurate, complete, and current information about your business, and update it when it changes;
- provide timely access to the people, systems, accounts, data, and approvals needed for the work, including administrator or partner access to advertising, analytics, CRM, website, and email platforms where required;
- designate a decision-maker who can respond to requests within 2 business days;
- review and approve deliverables, campaigns, budgets, and content before they go live where approval is required, and take responsibility for what you approve;
- comply with all laws that apply to your business, products, and marketing, including advertising, consumer protection, privacy, telemarketing, anti-spam, licensing, and industry-specific rules;
- ensure that you have the rights to all Client Materials you provide and that they do not infringe or misappropriate anyone's rights;
- maintain your own backups, insurance, and legal, tax, and accounting advisers; and
- pay fees when due.
If your delay or failure to perform any of these obligations prevents or delays our work, timelines extend accordingly, fees remain payable, and we may charge for additional time at our then-current rates.
Fees, billing, and payment
7.1 Pricing
Fees are stated in your Proposal or SOW. Unless stated otherwise, all fees are in U.S. dollars and exclude taxes and Third-Party Costs. Consultation and session prices displayed on the Site are current at the time shown and may change; the price in your confirmed booking or Proposal is the price you pay.
7.2 Payment methods and processors
We accept major credit and debit cards, ACH and bank transfer, and other methods listed at checkout or on your invoice. Payments are processed by independent Payment Processors. By submitting payment information, you represent that you are authorized to use the payment method, and you authorize us and our Payment Processor to charge the fees, taxes, and other amounts described in these Terms and your SOW. We do not store your full card number or security code. Your use of a Payment Processor is also subject to that processor's terms and privacy policy.
7.3 Deposits and payment schedules
Project engagements typically require a deposit (commonly 50% of the project fee) before work begins, with the balance due on the schedule in the SOW or on delivery. We may pause work while any invoice is past due.
7.4 Recurring billing for Managed Services and retainers
Managed Services and retainers are billed in advance on a recurring basis, typically monthly on the same calendar day as your start date (or the last day of a shorter month). By starting a recurring engagement, you authorize us to charge your payment method on file each billing period at the rate in your SOW until the engagement is cancelled under Section 8.4 or Section 17. We will notify you in writing at least 30 days before any change to the recurring rate, and at least 7 days before the renewal of any term of 6 months or longer. You can cancel recurring billing at any time by written notice as described in Section 8.4. Cancellation takes effect at the end of the notice period, and no further charges are made after that date.
7.5 Invoices and due dates
Invoices are due on receipt unless the invoice states otherwise. Amounts unpaid 10 days after the due date accrue a late charge of 1.5% per month (18% per year) or the maximum allowed by law, whichever is less, plus reasonable costs of collection, including attorneys' fees.
7.6 Failed or declined payments
If a charge fails, we may retry it and contact you for an updated payment method. If payment is not received within 7 days, we may suspend Services, pause campaigns, and withhold Deliverables until the account is current. Suspension does not shorten a term or waive amounts owed.
7.7 Taxes
You are responsible for any sales, use, VAT, GST, withholding, or similar taxes arising from the Services, other than taxes on our income. If we are required to collect tax, it will be added to your invoice.
7.8 Third-Party Costs and advertising spend
Advertising spend and other Third-Party Costs are separate from our fees, are your responsibility, and are paid directly to the third party from your accounts unless the SOW states that we will invoice them as pass-through costs. We do not mark up advertising spend. Third-Party Costs are never refundable by us.
7.9 Expenses
Pre-approved travel and out-of-pocket expenses are billed at cost.
7.10 Statement descriptor
Charges will appear on your statement as Zovo Group. Please contact us before disputing any charge you do not recognize (Section 8.8).
7.11 Currency and international payments
Fees are charged in U.S. dollars. Your bank or card issuer may apply currency conversion or international transaction fees, which we do not control and do not refund.
Refund and cancellation policy
8.1 Overview
Our Services are professional services delivered by people. Once time has been spent, sessions delivered, or work performed, that value cannot be returned, so fees are earned as work is performed. We want the terms to be clear before you pay, so this section explains exactly when refunds are and are not available. This policy is presented at checkout and in every Proposal, and you accept it when you pay.
8.2 Consultations, strategy sessions, audits, and workshops
- Rescheduling: you may reschedule a booked session once at no charge with at least 24 hours' notice. Additional reschedules, or reschedules with less than 24 hours' notice, may be treated as a cancellation.
- Cancellation with at least 24 hours' notice: a full refund to the original payment method, less any non-refundable Payment Processor fees, or a credit for the full amount toward a future session, at your choice.
- Cancellation with less than 24 hours' notice, or no-show: the fee is forfeited and no refund is issued.
- Delivered sessions: once a session or workshop has been delivered, the fee is non-refundable, regardless of whether you agree with the advice given, because the service has been fully performed.
- If we cancel: if we must cancel a session and cannot offer a reasonable alternative time, you receive a full refund.
8.3 Project-based engagements
- Deposits: the deposit is non-refundable once the kickoff meeting has taken place or work has begun, whichever is first. If you cancel in writing before either occurs, we refund the deposit less a 10% administrative fee or less any non-refundable Payment Processor fees, whichever is greater.
- Cancellation during the project: you may cancel by written notice. You will be charged for all work completed and Third-Party Costs incurred through the cancellation date, calculated as the percentage of milestones or hours completed against the project fee. Any prepaid fees exceeding that amount are refunded within 10 business days. Any unpaid balance for completed work becomes immediately due.
- After delivery: fees for Deliverables that have been delivered, accepted, or deemed accepted under Section 5.4 are non-refundable.
- Partial deliverables: on cancellation, we will hand over work completed to date in its then-current state once the account is paid in full.
8.4 Managed Services and retainers
- Minimum term: Managed Services carry the minimum term stated in the SOW (typically 3 months). After the minimum term, the engagement continues month to month.
- Cancellation: either party may cancel by written notice (email is sufficient) at least 30 days before the next billing date. Services and billing continue through the end of the notice period. Cancellation during a minimum term is effective at the end of the minimum term unless the SOW says otherwise.
- No proration: fees for the current billing period are non-refundable, and we do not prorate a partial month. This includes months in which you chose not to use the available services, meetings, or hours.
- Prepaid multi-month packages: if you prepaid for several months and cancel with proper notice, we refund the fees for any full, unstarted months, less any prepayment discount you received and any Third-Party Costs already committed on your behalf. Months already started are non-refundable.
- Pausing: with our written agreement, a managed engagement may be paused once in any 12-month period for up to 30 days. Paused time is not refunded and is added to the end of the term.
8.5 Digital products, templates, recorded trainings, and events
- Digital products and templates are non-refundable once downloaded, accessed, or delivered. If you have not accessed a digital product, you may request a refund within 7 days of purchase.
- Live events and workshops: tickets are refundable, less a 5% processing fee, if requested at least 14 days before the event. Tickets may be transferred to another person at any time by written request. Within 14 days of the event, tickets are non-refundable but remain transferable. If we cancel or postpone an event, you may choose a full refund or a credit toward the rescheduled date.
8.6 Third-Party Costs and advertising spend
Advertising spend, software subscriptions, domains, printing, licensing, and other Third-Party Costs are paid to third parties, are governed by their terms, and are never refundable by us, whether or not a campaign performed as hoped.
8.7 How to request a refund
Send your request to [email protected] with your name, company, the invoice or transaction number, the date of the charge, and the reason for the request. Requests must be made within 30 days of the charge. We will acknowledge your request within 2 business days and make a decision within 5 business days. Approved refunds are issued to the original payment method within 10 business days of approval. Your bank or card issuer may take an additional 5 to 10 business days to post the funds. We cannot issue refunds in cash or to a different payment method, except where the original method is no longer available.
8.8 Chargebacks and payment disputes
If you have a concern about a charge, contact us first. We resolve billing questions quickly and in good faith. You agree not to initiate a chargeback or payment dispute for charges made in accordance with these Terms and your SOW. If a chargeback is filed, we will provide the Payment Processor and your bank with documentation of the agreement, the Services delivered, and this policy. If a chargeback is resolved in our favor, or is found to have been filed for a charge that was valid, you agree to reimburse us for the disputed amount plus any dispute fees and reasonable collection costs. We may suspend or terminate Services and decline future business while a dispute is pending or unresolved.
8.9 Our right to cancel
We may end an engagement for the reasons in Section 17. If we end an engagement without cause, we refund any prepaid fees for Services not yet performed. If we end it for cause (for example, non-payment, abuse of our team, or unlawful use of the Services), prepaid fees for the current period are not refunded, and amounts owed for work performed remain due.
8.10 Statutory rights
Nothing in this Section limits rights you have under laws that cannot be waived by contract. If you are a consumer in the European Union or the United Kingdom purchasing in a personal capacity, you may have a 14-day right to withdraw from a distance contract. By requesting that we begin Services within that period, you acknowledge that you lose the right to withdraw once the Services have been fully performed, and that you will pay for the portion performed if you withdraw before completion. Where the law requires a refund, we will provide it in the manner and within the time the law requires.
No guarantee of results; results vary
9.1 Results depend on you and your market
Consulting, management, and marketing outcomes depend on many factors we do not control, including your product or service, pricing, market conditions, competition, seasonality, budget, the accuracy of the information you give us, the speed and quality of your team's execution, changes made by third-party platforms, and the decisions you make. Two businesses receiving the same plan can see very different results.
9.2 No promises of specific outcomes
We do not guarantee, promise, or warrant any particular result, including any level of revenue, profit, sales, leads, bookings, conversion rates, return on advertising spend, cost per acquisition, search rankings, follower counts, engagement, hires, retention, cost savings, valuation, or any other business, financial, or marketing outcome. Any figures we provide in proposals, plans, forecasts, models, or conversations are estimates and projections offered for planning purposes, are based on assumptions that may not hold, and are not commitments.
9.3 Case studies and testimonials
Case studies, results, and testimonials on the Site or in our materials describe the experience of specific clients in specific circumstances. They are not typical results, they are not a representation that you will achieve the same or similar results, and they are not a forecast. Some clients achieve less than the examples shown, and some achieve nothing measurable. Where we present a client result, we do so in good faith based on data available to us at the time; we do not independently audit client financials.
9.4 Earnings and income disclaimer
Nothing on the Site or in the Services is a claim that you will earn money or grow your business. Every business carries risk, including the risk of loss. You are solely responsible for your business decisions and for evaluating the risks of implementing any recommendation.
9.5 What we do commit to
We will perform the Services with professional skill and care, in a workmanlike manner consistent with industry standards, by qualified people, and in accordance with the SOW. If we fail to do so, your remedy is for us to re-perform the deficient Services or, where re-performance is not practical, a refund of the portion of fees attributable to the deficient Services, subject to Section 21. Dissatisfaction with results, on its own, is not a basis for a refund except as expressly provided in Section 8.
9.6 Past performance
Our past performance for other clients is not a guarantee of future performance for you.
Not professional advice
We provide business and marketing consulting. We are not a law firm, accounting firm, tax adviser, registered investment adviser, broker-dealer, licensed insurance agent, or medical provider, and the Services are not legal, tax, accounting, investment, financial planning, insurance, human resources compliance, or medical advice. Information we provide on those topics is general and for context only. Consult qualified, licensed professionals before acting on any matter that involves legal, tax, accounting, employment, regulatory, or financial decisions. We are glad to coordinate with your advisers.
Marketing services: platforms, accounts, and compliance
11.1 Account ownership
Advertising, analytics, CRM, email, social, domain, and website accounts used for your business are owned by you and held in your name. Where we create an account for you, we will do so in your name or transfer ownership to you. We may hold administrator or partner access during the engagement and will remove our access when it ends.
11.2 Platform terms
Advertising and marketing platforms (for example, Meta, Google, TikTok, YouTube, LinkedIn, and email or SMS providers) have their own terms, advertising policies, and community standards. You are responsible for ensuring that your business, products, services, claims, and creative comply with those policies and with applicable law. We will flag concerns we notice, but we do not provide legal review.
11.3 Platform actions
Platforms may reject ads, restrict accounts, change algorithms, pricing, targeting options, or attribution methods, suffer outages, or shut down accounts with or without explanation. We do not control these platforms and are not responsible for their actions, decisions, errors, or changes, or for any resulting loss of spend, data, reach, or results. We will use reasonable efforts to appeal restrictions and adapt strategy.
11.4 Advertising spend
You set and approve advertising budgets. Spend is paid by you directly to the platforms. We will pace spend to approved budgets, but platforms may over-deliver or under-deliver relative to daily budgets under their own terms, and we are not liable for platform billing discrepancies.
11.5 Claims and substantiation
You are responsible for the truthfulness and substantiation of all claims made about your products and services, including pricing, results, health, financial, and comparative claims, and for compliance with advertising, endorsement, and testimonial rules.
11.6 Content approval
Unless the SOW grants us authority to publish without approval, we will submit campaigns and content for your approval before they go live. Content you approve is your responsibility. Where you grant publishing authority, you may revoke it at any time in writing.
11.7 Email and SMS marketing
You are responsible for obtaining valid consent for every contact on any list you provide, for maintaining suppression lists, and for compliance with CAN-SPAM, the TCPA, CASL, the GDPR, and similar laws. We will not send to lists that we reasonably believe were not obtained with proper consent.
11.8 Tracking and data
Conversion tracking, pixels, and attribution depend on your website, your platforms, browser and device privacy settings, and platform reporting, all of which are imperfect and change over time. Reported metrics are estimates.
Business management services: authority and limits
12.1 Acting on your instructions
When we manage operations, vendors, projects, or staff coordination, we do so on your instructions and within the authority stated in the SOW. We will not sign contracts, incur debt, hire or terminate employees, open accounts, or commit funds on your behalf unless you have authorized that specific action in writing.
12.2 Your staff and vendors
Your employees and contractors remain yours. We may coordinate, train, and direct their work as your representative when authorized, but we are not their employer, we do not control your employment decisions, and you remain responsible for wages, benefits, taxes, workplace compliance, and employment-law obligations.
12.3 Financial oversight
Where we provide budgeting, forecasting, or reporting, we rely on the accuracy of your financial data and systems. We do not provide bookkeeping, audit, attestation, or tax services unless expressly included in an SOW, and we do not have access to or control over your bank accounts or funds.
12.4 Decisions remain yours
Our role is to recommend, build, and operate systems. Final decisions about your business, including strategy, spending, staffing, and risk, remain yours.
Intellectual property
13.1 BMC Materials
We own all BMC Materials, including our frameworks, methodologies, templates, processes, training content, software, and know-how, together with any improvements, whether developed before or during an engagement. Nothing in these Terms transfers ownership of BMC Materials to you.
13.2 Deliverables
Upon full payment of all fees for an engagement, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, and modify the Deliverables for your internal business purposes. To the extent Deliverables incorporate BMC Materials, that license extends to the BMC Materials only as embedded in the Deliverables. You may not resell, sublicense, or distribute Deliverables or BMC Materials as a standalone product, or use them to provide consulting services to others.
13.3 Client Materials
You retain ownership of Client Materials. You grant us a non-exclusive, royalty-free license to use, reproduce, modify, and display Client Materials as needed to perform the Services and, subject to Section 16, to reference the engagement in our portfolio.
13.4 Third-party materials
Deliverables may include third-party content, stock assets, fonts, software, or templates subject to their own licenses, which we will identify. You are responsible for complying with those licenses.
13.5 Feedback
If you provide suggestions or feedback about our Services, we may use them without restriction or obligation to you.
13.6 Site content
The Site and its content, including text, graphics, logos, design, and code, are owned by us or our licensors and protected by copyright, trademark, and other laws. You may view and print pages for personal or internal business reference. You may not copy, scrape, republish, or create derivative works from the Site without our written permission.
Confidentiality
14.1 Each party may receive non-public information of the other, including business plans, financials, customer data, pricing, strategies, and the terms of an SOW (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to employees, contractors, and advisers who need to know it and are bound by comparable obligations.
14.2 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is rightfully received from a third party without restriction.
14.3 A party may disclose Confidential Information when required by law, subpoena, or court order, after giving reasonable notice where permitted so the other party can seek protection.
14.4 These obligations last for 3 years after the engagement ends, and indefinitely for trade secrets and personal data. On request after an engagement ends, each party will return or destroy the other's Confidential Information, except for copies retained for legal, compliance, or archival purposes.
Non-solicitation
During an engagement and for 12 months after it ends, neither party will directly or indirectly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the engagement, without the other party's written consent. General advertisements not targeted at the other party's personnel are not a breach. If a party hires such a person in violation of this Section, it will pay the other party a fee equal to 25% of that person's first-year compensation as liquidated damages, which the parties agree is a reasonable estimate of recruiting and replacement costs.
Testimonials, case studies, and portfolio use
With your prior written consent (email is sufficient), we may identify you as a client, display your name and logo, and describe the engagement and its results in case studies, testimonials, and marketing materials. You may withdraw consent for future use at any time in writing. We will not disclose your Confidential Information in any case study without your approval of the specific content. Any testimonial you provide must reflect your honest opinion and experience, and you agree that we may reproduce it in accordance with applicable endorsement rules.
Term and termination
17.1 Term
These Terms apply from the moment you first use the Site or Services and continue until terminated. Each SOW runs for the term stated in it.
17.2 Termination for convenience
Either party may terminate an SOW for convenience as described in Section 8 (for example, 30 days' written notice for Managed Services). Fees for Services performed and non-cancellable Third-Party Costs through the effective date remain payable.
17.3 Termination for cause
Either party may terminate an SOW immediately on written notice if the other party materially breaches these Terms or the SOW and fails to cure within 10 days after notice, becomes insolvent, or engages in conduct that is unlawful, abusive, or threatening. We may also suspend or terminate your access to the Site at any time for a violation of Section 18.
17.4 Effect of termination
On termination, you will pay all amounts due for work performed, we will deliver work completed and paid for, each party will return or destroy the other's Confidential Information on request, and we will remove our access to your accounts. Sections 7, 8, 9, 10, 13, 14, 15, 16, 17.4, and 19 through 29 survive termination.
Website use and acceptable use
18.1 License
We grant you a limited, revocable, non-transferable license to access and use the Site for its intended purpose.
18.2 Prohibited conduct
You agree not to use the Site for any unlawful purpose; attempt to gain unauthorized access to any system, account, or data; interfere with the Site's operation or security; use bots, scrapers, or automated tools without permission; upload malware or harmful code; impersonate any person or entity; submit false, misleading, or fraudulent information, including fraudulent payment information; harass, threaten, or abuse our team; or use the Site to send unsolicited communications.
18.3 Submissions
Information you submit through forms must be accurate. By submitting content (for example, a testimonial or a message), you grant us a license to use it as described in these Terms and our Privacy Policy, and you confirm that you have the right to do so.
18.4 Copyright complaints
If you believe content on the Site infringes your copyright, send a notice to [email protected], Attn: Copyright Agent, that includes identification of the work, the location of the allegedly infringing material, your contact information, a statement of good-faith belief that the use is not authorized, a statement under penalty of perjury that the notice is accurate and that you are authorized to act, and your physical or electronic signature.
Third-party services and links
The Site and Services may reference, link to, or integrate with third-party websites, software, and platforms, including scheduling tools, Payment Processors, advertising platforms, CRM systems, and hosting providers. We do not control and are not responsible for third-party services, their content, availability, security, pricing, or policies. Your use of them is at your own risk and subject to their terms. A reference to a third-party product is not an endorsement.
Disclaimers
20.1 Services. Except as expressly stated in Section 9.5, the Services and Deliverables are provided without warranties of any kind. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will meet your requirements, produce any particular result, or be uninterrupted or error-free.
20.2 Site. The Site is provided “as is” and “as available.” We do not warrant that the Site will be secure, accurate, complete, current, or free of viruses, errors, or interruptions. Information on the Site is general and may be out of date; it is not advice tailored to you.
20.3 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you. In that case, our warranties are limited to the minimum scope and duration required by law.
Limitation of liability
21.1 Exclusion of certain damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, lost data, loss of goodwill, or the cost of substitute services, arising out of or related to these Terms, the Site, or the Services, however caused and under any theory of liability, even if advised of the possibility of such damages.
21.2 Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or related to these Terms, the Site, and the Services will not exceed the total fees you paid to us under the SOW giving rise to the claim during the 6 months immediately before the event giving rise to liability or, for claims not tied to an SOW, one hundred U.S. dollars ($100). Advertising spend and other Third-Party Costs are not fees paid to us and are excluded from this calculation.
21.3 Exceptions. These limitations do not apply to liability that cannot be limited by law, to a party's breach of Section 14, to your payment obligations, to a party's indemnification obligations, or to damages arising from a party's fraud, gross negligence, or willful misconduct.
21.4 Basis of the bargain. You acknowledge that the fees reflect this allocation of risk and that we would not provide the Services without these limitations.
21.5 Claims period. Any claim arising out of or related to these Terms or the Services must be brought within one year after the claim arose or it is permanently barred, unless a longer period is required by law.
Indemnification
22.1 By you
You will defend, indemnify, and hold harmless BMC and its owners, employees, contractors, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client Materials, your products and services, or claims you make about them; (b) your breach of these Terms, an SOW, or applicable law; (c) your use of Deliverables or campaigns after we have advised you in writing of a legal or platform-policy concern; (d) advertising, email, SMS, or telemarketing sent to your contacts; (e) your relationship with your employees, contractors, customers, and vendors; or (f) any third-party claim that Client Materials infringe or misappropriate intellectual property or privacy rights.
22.2 By us
We will defend, indemnify, and hold you harmless from third-party claims that a Deliverable created solely by us (excluding Client Materials, third-party materials, and modifications you make) infringes a United States copyright or trademark, provided you notify us promptly, give us control of the defense, and cooperate. If a Deliverable is found, or is likely to be found, infringing, we may modify or replace it, obtain a license, or refund the fees paid for it. This Section states our entire liability for infringement.
22.3 Procedure
The indemnified party will give prompt notice of any claim, allow the indemnifying party to control the defense and settlement (provided no settlement admits fault on behalf of, or imposes obligations on, the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
Dispute resolution, arbitration, and governing law
23.1 Talk to us first
Most disagreements can be resolved with a conversation. Before starting any formal proceeding, you agree to send a written description of the dispute to [email protected] and to negotiate in good faith for at least 30 days.
23.2 Binding arbitration
If the dispute is not resolved within 30 days, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services, including their formation, validity, or termination, will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or, for eligible consumers, its Consumer Arbitration Rules. The arbitration will be held in [County, State] or by video conference, before a single arbitrator, in English. The arbitrator may award any relief a court could award to an individual party. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.
23.3 Class action and jury waiver
To the fullest extent permitted by law, you and we agree that each may bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, and that the arbitrator may not consolidate the claims of more than one person. You and we each waive any right to a jury trial.
23.4 Exceptions
Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect intellectual property or Confidential Information.
23.5 Opt-out
You may opt out of this arbitration agreement by emailing [email protected] with the subject “Arbitration Opt-Out” within 30 days after first accepting these Terms. Opting out does not affect any other provision.
23.6 Governing law and venue
These Terms are governed by the laws of the State of [State], without regard to its conflict-of-law rules, and by applicable federal law. Subject to Section 23.2, the state and federal courts located in [County, State] have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to personal jurisdiction there.
23.7 Consumers outside the United States
If you are a consumer outside the United States, you may also benefit from mandatory provisions of the law of your country of residence, and nothing in this Section deprives you of the protection of those provisions.
Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, cyberattacks, or failures of third-party platforms or providers. The affected party will notify the other and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected SOW on written notice, and prepaid fees for Services not performed will be refunded.
Compliance with laws and sanctions
Each party will comply with all laws applicable to its performance under these Terms. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. We may decline or terminate Services where we believe they would violate law, platform policy, or our internal risk policies, including for businesses in industries that our Payment Processors or advertising platforms prohibit.
Electronic communications and signatures
By using the Site or Services, you consent to receive communications from us electronically, including by email, by text message where you have opted in, and by notices posted on the Site, and you agree that electronic communications satisfy any legal requirement that communications be in writing. You agree that electronic signatures, click-to-accept, and payment constitute valid acceptance of Proposals and these Terms. You may withdraw consent to electronic communications by contacting us, in which case we may be unable to provide the Services.
Privacy
Our collection and use of personal information is described in our Privacy Policy, which is part of these Terms. Where we process personal data on your behalf as a service provider or processor, the parties will enter into a data processing agreement on request, and you are responsible for providing required notices to, and obtaining required consents from, your customers and contacts.
Changes to these Terms
We may modify these Terms from time to time. The effective date at the top shows the current version. Material changes will be posted on the Site, and for active clients we will provide at least 30 days' notice by email. Changes do not apply retroactively to a signed SOW during its current term unless you agree, but they apply to renewals and new engagements. Your continued use of the Site or Services after the effective date constitutes acceptance.
General terms
29.1 Entire agreement. These Terms, the Privacy Policy, and any signed Proposal or SOW are the entire agreement between you and us about their subject matter and supersede all prior discussions, proposals, and agreements.
29.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in effect. If the class action waiver in Section 23.3 is found unenforceable as to a particular claim, that claim, and only that claim, will proceed in court rather than arbitration.
29.3 Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later. Waivers must be in writing.
29.4 Assignment. You may not assign these Terms or any SOW without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit permitted successors and assigns.
29.5 Notices. Notices to us must be sent to [email protected] and to 8735 Dunwoody Pl, Ste 6, Atlanta, GA 30350. Notices to you will be sent to the email address on your account or SOW. Notices are effective when sent by email, absent a bounce, or 3 business days after mailing.
29.6 Relationship. The parties are independent contractors. Neither party has authority to bind the other except as expressly stated in writing.
29.7 Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
29.8 No third-party beneficiaries. Except for indemnified parties under Section 22, no third party has any rights under these Terms.
29.9 Language. These Terms are written in English. Any translation is for convenience only, and the English version controls.
Questions about these Terms, billing, refunds, or your engagement:
Business Management Consulting LLC
8735 Dunwoody Pl, Ste 6, Atlanta, GA 30350
Email: [email protected]
Phone: (941) 883-3861
Business hours are Monday to Friday, 9:00 a.m. to 5:00 p.m. Eastern Time. We respond to billing and refund inquiries within 2 business days.