Pro Services Terms

UnlockTheROI Pro Services Terms

Intro & Definition:

Welcome to the UnlockTheROI Pro Services Terms.

These terms define how you buy and use Professional Services (“Pro Services”) from UnlockTheROI.

Throughout these terms we will refer to the customer as “You, Your, You’re, Yourself, or Yours.”

And we will refer to UnlockTheROI as “We, Us, and Our.”

By the way, a Work Agreement is a written document that outlines the terms and details of a job between two parties, like a client (you) and a service provider (us). This is also known as a Statement of Work (SOW).

1. The Services We Offer

1.1 What We Do:

We provide the services detailed in the signed Work Agreement. The terms in a signed Work Agreement win if they conflict with this agreement.

1.2 Changing the Work Agreement:

Simple changes can be made with a simple email thread. For example, both parties respond “approve” to a contract change on an email thread. Major changes (like payment terms or a significant change of scope in the agreement) can require a signed change order–at our discretion.

1.3 Who Does the Work:

We might use subcontractors or partners in the delivery of our services, but don't worry; we stand by the work they do.

2. Your Part in All of This

2.1 Share What We Need:

We may need reasonable access to data, networks, work locations, and more to do our job. It is your responsibility to provide us this access. We will also need adequate support and attention from key personnel required for the service. Any delays on your part could lead to extra costs.

3. The Money Talk 💵

3.1 Fees:

The fees you pay are detailed in the Work Agreement.

3.2 Costs for travel:

You are responsible for covering our reasonable travel costs, unless the Work Agreement states otherwise. Travel costs are non-refundable and excluded from all guarantees.

3.3 Payment:

We'll bill you, and you'll have 30 days to pay unless the Work Agreement says differently.

3.4 Late Payments:

You are responsible for all costs and fees associated with late payment (including legal fees). We may charge up to 5% (or maximum allowable by law) for every month the payment is late.

3.5 Holding Our Services:

In the event of late payments, we may pause our services until payment is received.

3.6 Taxes:

Our fees don't cover taxes. You're responsible for all applicable taxes.

4. Ending our Work Agreement

4.1 Ending it Because You Want To (For Convenience):

You can end a Work Agreement when you want, but we ask that you submit that to the UnlockTheROI Point of Contact (or their manager) in writing. A reasonable effort will be made to suspend work immediately to limit costs but you may incur further costs (like booked travel or hourly rates) up to 30 days past your notice of cancellation.

If you've been paying hourly, time and materials, you'll need to settle all unpaid costs up to the end date (which can be found on the Work Agreement). There are no refunds for any advance payments you've made except where our Guarantee applies.

If you've paid a set fee for the whole project and decide to end it early, you still owe any unpaid amounts. Except where our Guarantee still applies.

If we incurred any travel expenses which will not be needed as part of the cancellation, you are still responsible for reimbursing those costs.

4.2 Ending it Because There's a Problem (For Cause):

If one of us messes up (like late payments), the other can end the Work Agreement. But you have to give 30 days notice. If the issue isn't fixed by the end of the 30 days, the agreement can be ended. If either of us faces financial trouble (like bankruptcy), the other can end the agreement immediately.

5. How We Handle Confidential Information

5.1 What's Confidential:

Anything labeled 'confidential' or kept private (like password protected files and data in a secured network).

Examples of what this includes:

  • The Work Agreement

  • Pricing information

  • Business plans

  • Financial data

  • Strategies

  • Data

  • Market information

  • Technical information

  • Research and development

  • Product plans

  • Business processes

  • Metrics and analytics

5.2 Protecting Information:

You and UnlockTheROI both agree to protect each other's confidential info by limiting access to just those individuals required for the purpose of the Work Agreement.

5.3 Legally Required to Share Confidential Info:

If the law requires that you or UnlockTheROI share each other’s confidential information, all applicable laws will be followed. The party sharing information must inform the other party–however, only if legally allowed to do so.

6. Who Owns What (Intellectual Property)

6.1 What's Yours and Ours:

We keep our intellectual properties, and so do you.

6.2 Our Tools and Materials:

Anything we make or use during our work stays ours. But, we can license them to you in an agreement which may incur a fee.

6.3 Sharing Licenses:

We grant you rights to use what we make solely for your business with our products. You may not resell our products or intellectual property without a licensing agreement. This includes our free products which are free for the benefit of the individual or company, again, not for resale. Forwarding and sharing our publicly available free resources (like on social media) is OK with us!

7. Third-Party Services and Products

7.1 Agreement to Third-Party Terms:

When you use services or products provided by third-party vendors that we resell or facilitate access to as part of our services, you agree to abide by the terms of service of the respective third-party vendor. We will provide or make available to you the relevant terms of service upon request.

7.2 Disclaimer of Liability for Third-Party Services:

We are not liable for any issues, mistakes, damages, or losses arising from the use of third-party services or products that we resell or to which we facilitate access. You acknowledge that our role is limited to reselling or facilitating access to these third-party services or products and that you assume all risks associated with their use.

8. Let's Not Poach Each Other's People

8.11 Hiring:

While working together and for a year after, let's not hire away each other's team members.

9. Updates to These Terms

9.1 Changes:

We can change these terms. We'll post updates online and email registered users. By continuing to use our services, you agree to all new terms.

10. Promises and Reality Checks 😳 (AKA Guarantees and Disclaimers)

10.1 Guarantee:

We, UnlockTheROI, guarantee to deliver the services as outlined in the Work Agreement to the best of our ability. If not, we will redo the service. If that can't be done, a refund is given. You can request a refund at any time up until the Guarantee Time Limit (10.2).

10.2 Guarantee Time Limit:

You have 30 days from the Project End Date to file a claim for any reason. Beyond that, refunds will be at our discretion.

10.3 Disclaimer:

Except for the explicit guarantees, services are provided without any guarantee or warranty. Both parties reject any implied guarantees and warranties, such as fitness for a specific purpose or non-infringement.

11. Protecting Each Other (Indemnification)

Indemnification means one party promises to handle certain costs or legal problems for the other.

11.1 Our Promise to Each Other:

If an external party takes issue or brings a claim against you as a result of an error, oversight, or decision on our part, we'll step up, acknowledge our role, and handle any fallout or consequences from that situation. Similarly, if a third party brings a claim against us due to an action, mistake, or decision you made, you'll take responsibility and handle any consequences that arise from that situation, holding UnlockTheROI harmless against any claims from a third-party. This includes claims because someone got hurt, property got damaged, or a third party’s intellectual property was used without permission. But, if either you or UnlockTheROI is found to be at fault (like due to either party’s decisions, or negligence) that party will take responsibility for the consequences and any claims that arise from those decisions.

11.2 How We Handle Claims:

If one of us faces a claim, we'll tell the other quickly.

The one who promised to handle the problem will take charge. They'll defend the claim, negotiate, and even settle if needed. But they can't admit the other did something wrong without their agreement.

If there are costs like lawyer fees or a judgment to pay, the one who promised to handle it will pay up.

11.3 These Are Exceptions:

If the claim is because of specific instructions or materials one of us provided, then the one providing those won’t be responsible.

If the claim is about an old or changed version of a product or service when there's a newer or original one that wouldn't have caused the issue, the one offering the newer version won't be responsible.

If the claim is due to using Intellectual Property without permission, the responsible party may change the product or get permission to keep using it without any cost to the other party.

12. Limits of Our Liability

12.1 Scope of Liability:

Neither UnlockTheROI nor you will be responsible for indirect losses. This includes things like lost profits, missed sales, harm to reputation, business disruptions, or any other losses that didn't directly result from one of our actions or mistakes.

12.2 Limits on Amounts Owed:

If things don't go as planned because of an action by one of us, the most that party would owe is limited to the amount in our Work Agreement. This rule applies regardless of whether the mistake was accidental or intentional and even if the potential damage wasn't anticipated.

12.3 Exceptions to the Rule:

The limit in Section 12.2 doesn't apply in certain situations, such as:

  • If there's an issue with Intellectual Property (like using someone else's copyrighted material without permission).

  • If a party doesn't make the agreed payments on time.

  • If someone reveals confidential information.

  • If a party doesn't take responsibility (indemnify) when they agreed to.

13. General Stuff

13.1 Entire Agreement:

This is the full agreement, overriding previous agreements.

13.2 Assignment:

Neither can transfer their rights without consent. UnlockTheROI can do so in the event of a corporate change.

13.3 Relationship:

UnlockTheROI isn't exclusive to one client or partner unless otherwise explicitly agreed to.

13.4 Counterparts:

The agreement can be signed in parts, all of which count as the original. Electronic signatures are valid.

13.5 Force Majeure:

Neither party is responsible for delays or failures due to uncontrollable events.

13.6 Law and Jurisdiction:

Utah law applies. The winner in any lawsuit can recover attorney fees.

13.7 Notices:

Official notices must be in writing.

13.8 Waiver:

Not enforcing a right once doesn't mean it's waived forever. Any changes must be written and signed.

13.9 Severability:

If one part of the agreement is illegal, the rest still applies.