TERMS AND CONDITIONS

The Legals

The terms and conditions outlined below are for the Concierge of Small Biz LLC ("CSB") and you or the entity you represent ("you/the client"). These terms govern our mutual rights and obligations regarding the provision of services, the use of our resources, and your engagement with CSB. By engaging with CSB and using our services, you agree to comply with and be bound by these terms. These terms and conditions are effective upon the date you first access or use the Services (“Effective Date”) and continues until you or CSB terminates it (this period, the “Term”).

Scope of Services

You, the client, are engaging with Concierge of Small Biz LLC ("CSB") for professional consulting and design services. The scope of services provided by CSB includes, but is not limited to, the following:

1. Strategic Planning and Advisory: Guidance on setting business strategies, defining objectives, and developing actionable plans to achieve these goals, including long-term vision and tactical approaches to growth.
2. Brand Identity and Marketing: Assistance with creating or refining your brand identity, developing marketing strategies, and executing plans to enhance visibility and engagement across multiple channels.
3. Website and Digital Solutions: Design and development of landing pages/websites, including SEO optimization to enhance online presence and drive digital engagement. This may also include website audits, content development, and digital marketing integrations.
4. Process and Operations Optimization: Analysis and improvement of business processes to increase efficiency, reduce costs, and streamline operations. Includes workflow analysis, standard operating procedure (SOP) creation, and system integration to enhance daily operations.
5. Contract Drafting and Review: Professional drafting and review of contracts, terms and conditions, or agreements to ensure mutual understanding between parties in business transactions, partnerships, or services. Please note: CSB is not a legal professional entity. We highly recommend that all contracts and legal documents be reviewed by a legal professional of your choice. Should you need assistance finding legal counsel, CSB can provide referrals upon request.
6. Operational Structuring: Assistance in developing the internal organizational structure of your business, defining team roles, responsibilities, pay structures, and establishing policies and procedures for day-to-day operations.
7. Marketing and Business Development Strategy: Development of tailored marketing plans, sales funnels, and lead-generation strategies. Includes evaluation of your target audience, messaging, and distribution platforms to effectively position your brand and services in the marketplace.
8. Partnership Strategy and Agreement Drafting: Assistance with identifying strategic partners to grow your business, drafting partnership agreements, and structuring terms to ensure mutually beneficial and long-lasting collaborations. Note: Legal review is recommended for any partnership or contractual agreements.
9. Client Assessments and Customized Plans: Comprehensive assessments to identify strengths, weaknesses, opportunities, and threats (SWOT analysis), followed by the development of customized plans tailored to meet specific business needs and growth objectives.
10. Training and Development: Programs designed to enhance the skills of your staff and ensure they are equipped to perform their roles effectively. This may include leadership coaching, team development, and skills training.
11. Financial Structuring and Funding Services: Support in securing funding from banks and investors, preparing business plans and financial projections, and offering financial system services to optimize expenses, manage cash flow, and structure for profitability.

These services are provided to help you achieve measurable outcomes and improve your business performance. While CSB is committed to delivering all of the above services, the specific services to be provided in your case will be detailed in your individual service proposal. Any recommendations, strategies, or plans provided by CSB are based on the information available at the time and are intended to assist you in making informed business decisions. CSB cannot guarantee specific outcomes, including but not limited to revenue growth, client acquisition, or profitability.

No Guarantee of Results

CSB will make every reasonable effort to provide services that meet your business needs, but we do not guarantee any particular outcome. The success of any business endeavor is subject to multiple factors, many of which are beyond CSB’s control. Any performance expectations shared during consultations or advisory sessions are projections based on current market conditions and your data and are not guaranteed.

Client Responsibility

You are responsible for implementing the strategies and recommendations provided by CSB. We offer guidance and support but cannot be held liable for the your failure to implement or consistently follow through on the action plans created.

Financial and Legal Advice Disclaimer

While CSB provides financial structuring and advisory services, we are not a licensed financial advisor, accountant, or legal advisor. The information and drafts provided should not be considered as financial or legal advice. For any matters requiring specific financial or legal expertise, we recommend consulting with a licensed professional.

Auto-Renewal and Continuation

1. Automatic Renewal: Unless otherwise specified in writing by either party, your service proposal will automatically renew for successive periods of the same duration as the original term upon the expiration of the initial agreement. The renewal will occur under the current terms and conditions, including the scope of work, payment terms, and obligations, unless otherwise amended in writing by CSB.
2. Notice of Non-Renewal: You may opt out of the automatic renewal by providing written notice of non-renewal at least 30 days prior to the expiration of the current term. If such notice is not provided, the agreement will automatically renew as outlined in this clause.
3. Rate Adjustments for Renewal: Upon renewal, CSB reserves the right to adjust its rates and fees.
4. Continuation of Services: Upon renewal, all services provided under the agreement will continue without interruption. You agree to continue using the services provided by The Concierge of Small Biz LLC, unless a new agreement is signed to replace the previous one.
5. Early Termination After Renewal: If the agreement automatically renews and you choose to terminate the agreement after renewal, you will be required to provide 30 days' written notice. You will also be responsible for payment of services rendered during this notice period, including any applicable fees.

Services Restrictions

As a client of Concierge of Small Biz LLC ("CSB"), you are authorized to use our services & platform exclusively for professional and business purposes. You must adhere to the following restrictions and ensure that no third party is enabled or allowed to violate these terms:

(a) Prohibited Personal Use: You must not use CSB services for personal, family, or household purposes. All services are intended solely for business operations and growth.

(b) Service Bureau Prohibition: You must not act as a service bureau or pass-through agent for CSB services without adding significant value to customers. Our services are designed to support your direct business needs.

(c) Technical Limitations and Unauthorized Access: You must not circumvent any of the technical limitations of our services, enable functionality that has been disabled or prohibited, or attempt to access any non-public areas of CSB systems, programs, data, or services.

(d) Reverse Engineering: Except as permitted by law, you must not reverse engineer or attempt to reverse engineer any part of CSB services or related technologies.

(e) Illegal Activities: You must not use CSB services to engage in any illegal, fraudulent, deceptive, or harmful activities.

(f) Interference with Services: You must not perform or attempt to perform any actions that could interfere with the normal operation of CSB services or adversely affect other clients' use of our services.

Compliance with these restrictions is essential to maintaining the integrity and efficacy of CSB's offerings. Failure to comply with these terms may result in termination of services and other legal actions as deemed necessary by CSB.

Subcontracting

CSB may subcontract its obligations under this Agreement to third parties.

Marks Usage

Each party grants to the other party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use its trademarks, logos, and other marks ("Marks") during the term of the engagement solely to identify the services provided by the Concierge of Small Biz LLC ("CSB"). CSB may use these Marks:

(a) on CSB’s webpages and applications that showcase our client collaborations and portfolios;

(b) in CSB’s sales and marketing materials to demonstrate our service capabilities;

(c) in connection with promotional activities.

All goodwill generated from the use of the Marks will inure to the sole benefit of the Mark owner. This includes any Marks created by CSB for the client during the engagement, regardless of the original creator, ensuring recognition and consistency in branding and promotional efforts.

Payment Terms

Payment due date(s) will be outlined in your invoice(s) along with payment rendering instructions and available methods. Late payments will incur a 20% late fee after 72 hours of non-payment. Late fees maybe adjusted or waived at the discretion of the Concierge of Small Biz LLC. All payments are non-refundable, non-transferable, and must be made in accordance with the terms set forth in the invoice. Billing term change requests can only be adjusted at the discretion of Concierge of Small Biz LLC. All requests for adjustments in pay dates or extensions must be submitted in writing and will be considered based on the current status of the project, the nature of the work, and your account standing. Approval of such changes is not guaranteed and will depend on specific terms and conditions previously agreed to. Once paid, the fees cannot be refunded or transferred to other projects or individuals. This policy ensures the allocation of resources and staff to your projects from the onset of our engagement. You are encouraged to carefully consider your commitments before making payments.

Payment and Billing Cycle

1. Upfront Payments: All payments for services rendered by CSB must be made upfront before any work commences. Each payment covers a 30-day service period, unless otherwise written in your invoice within the specific engagement. No services will begin until full payment has been received.
2. Billing Cycle: The standard billing cycle is based on the date of the initial payment. For example, if you makes a payment on the 14th of July, that payment covers services from July 14th to August 14th. You will be billed again on the 14th of August for the next 30-day cycle.
3. Request for Billing Date Change: You may request to change their billing date once during the service term. The billing cycle will be prorated to accommodate the new billing date. Any request to change the billing date will incur a $250 administrative fee to cover the adjustment of the payment schedule.
4. Prorated Billing: If a billing date change is approved, CSB will calculate a prorated amount based on the number of days from the current billing date until the newly requested date. This prorated amount will be billed to you in addition to the $250 change fee.
5. Non-Refundable Payments: Payments made upfront for services are non-refundable unless otherwise specified in the service agreement or due to non-delivery of agreed-upon services. If you fails to utilize any services during the 30-day billing cycle, the full amount paid for that period will still be due, and no refunds or credits will be issued.
6. Delayed Payments and Impact on Service: Failure to pay upfront or on the due date will result in the suspension of services until full payment is received. Any delays in payment that result in a disruption of services will not alter the billing cycle or entitle you to additional services or compensation for lost time.

Chargeback

In the event of a chargeback action initiated by the your credit card holder or bank, you are responsible for the full amount originally agreed upon plus any additional fees, including but not limited to 20% chargeback processing fee and administrative costs incurred by CSB during the resolution of the dispute. Repeated chargeback requests will result in the termination of this service agreement.

Theft by Deception, Unjust Enrichment, and Theft of Services

1. Theft by Deception
   You agree that any attempt to mislead or deceive The Concierge of Small Biz LLC (CSB) in order to obtain services, materials, or benefits under false pretenses will be considered theft by deception. This includes, but is not limited to, providing false information, using fraudulent payment methods, or misrepresenting the scope of services required. Any instance of theft by deception will be met with immediate termination of services, and CSB reserves the right to pursue legal action and full compensation for any losses incurred, including damages and legal fees.
2. Unjust Enrichment
   You agree that receiving services, deliverables, or benefits from CSB without providing proper payment constitutes unjust enrichment. In the event that you attempts to withhold payment or seeks to benefit from services without proper compensation, CSB reserves the right to suspend services and seek full restitution. This may include recovery of the full value of the services provided, interest on unpaid amounts, and legal costs associated with recovering such compensation.
3. Theft of Services
   If you receives services from CSB without payment or through fraudulent means, this will be considered theft of services. Any unauthorized use of CSB's services, including refusal to pay for services that have been fully rendered or benefiting from services without contractual or legal authorization, will result in immediate termination of services and may be subject to legal action for the recovery of the value of the services rendered, including damages, legal fees, and additional penalties as allowed by law.
4. Remedies for Violations
   In the event of theft by deception, unjust enrichment, or theft of services, CSB reserves the right to pursue all available legal remedies, including, but not limited to:

• Termination of all ongoing services and withholding of any further deliverables.
• Immediate demand for full payment of services rendered, including any associated costs or damages.
• Filing legal claims to recover financial losses, including legal fees, collection costs, and interest.
• Referral of the matter to relevant legal authorities for prosecution where applicable.
  

You acknowledges that you are responsible for providing accurate information, making timely payments, and fulfilling your contractual obligations. Failure to do so will result in enforcement of this clause, and CSB reserves the right to pursue compensation and recovery of all costs related to the violation of this agreement.

Compensatory and Liquidated Damages

1. Payment Default: In the event that you defaults on any payments owed to CSB under the terms of this agreement, including but not limited to withholding payment for services already rendered or delaying agreed-upon payments, you will be liable for compensatory damages. These damages will include the total amount owed to CSB, plus any additional fees associated with recovery, such as collection agency costs, attorney fees, and other reasonable expenses incurred in securing payment.
2. Unilateral Payment Holds: You agree that all payments are due as outlined in the billing schedule of the agreed-upon scope of work. Attempts to unilaterally withhold or delay payment to enforce additional work outside the original scope of the agreement are strictly prohibited. Should you attempt to hold payment in this manner, CSB reserves the right to: Pause all work until payment is resolved & charge liquidated damages of 1.5% of the outstanding balance for each week the payment remains unresolved, up to a maximum of 20% of the total project or monthly retainer cost.
3. Additional Work Outside of Scope: If you request additional work that is not explicitly included in the original scope of work and CSB agrees to perform the additional work, such work will be subject to a separate agreement and additional fees. Failure to negotiate and finalize such an agreement before work commences does not absolve you from making timely payments on the original project/engagement. Any attempt to hold payment to enforce work beyond the agreed scope will result in the immediate suspension of services and may trigger liquidated damages, as outlined above.
4. Compensatory Damages for Delayed Work Due to Payment Default: In cases where payment default leads to a delay in the completion of work, CSB will not be held liable for any missed deadlines, project delays, or loss of business resulting from your failure to make payments on time. You agree that any delays caused by failure to pay according to the payment schedule will extend project timelines accordingly.
5. Liquidated Damages for Project Disruption: Should your failure to meet payment obligations result in the disruption of project schedules or milestones, you agree to pay liquidated damages of $500 per business day that the project is delayed due to payment default. This will be applied in addition to any compensatory damages outlined above.
6. Termination for Non-Payment: CSB reserves the right to terminate the agreement in the event of non-payment. If payment default exceeds 30 days from the due date, CSB may consider the agreement terminated without further notice, and you will still be liable for the full outstanding balance, including any liquidated damages as specified. CSB also reserves the right to withhold any deliverables, transfer of rights, or documentation until the balance is fully paid.
7. Legal Recourse: In the event that legal recourse is necessary to recover outstanding payments, CSB reserves the right to pursue legal action. You will be responsible for any legal fees, court costs, and additional penalties arising from the breach of payment obligations.

Confidentiality

Concierge of Small Biz LLC (CSB) is committed to maintaining the confidentiality of all information related to your business affairs. CSB agrees not to disclose any proprietary operational details to third parties without your written consent. However, to effectively meet the objectives set in our engagement and to ensure the delivery of required services, CSB may need to share certain information with trusted contractors, potential funders, and third-party applications integral to the project. In these instances, CSB will only share information that is necessary to achieve the deliverables and will ensure that all parties involved adhere to our strict confidentiality standards. Any sharing of information will be done in a controlled manner that respects your privacy and the proprietary nature of your operations. CSB will take all reasonable precautions to prevent unauthorized access to or leakage of your confidential information. This commitment extends to all forms of data, whether electronic or physical, associated with your business.

Confidentiality and Non-Disparagement

1. Confidentiality During Disputes or Termination
   In the event of any dispute or termination of services, both parties agree to maintain strict confidentiality regarding all details of the disagreement, settlement, or resolution. This includes, but is not limited to, any discussions, negotiations, and terms of settlement related to the dispute. Both The Concierge of Small Biz LLC (CSB) and you agree not to disclose any confidential information to third parties, unless required by law or agreed upon by both parties in writing.
2. Non-Disparagement
   You agree that you will not, at any time, either during the engagement or after its termination, engage in any form of communication, either written or verbal, that negatively portrays or disparages CSB, its employees, contractors, or services. This includes, but is not limited to, posting negative reviews, comments, or statements on social media, websites, or any public forum, and making defamatory or harmful remarks in private or public conversations with third parties.
3. Social Media and Public Statements
   You agrees not to post, share, or make any negative or harmful statements regarding CSB on any social media platforms, review sites, blogs, or other public outlets, whether related to a dispute, termination of services, or general dissatisfaction. Any violation of this provision may result in legal action and potential damages.
4. Reputation Protection
   Both parties agree that preserving the professional reputation of each party is of the utmost importance. Should either party have concerns about the quality of work or professionalism, these concerns shall be addressed directly, privately, and in a manner that allows for resolution without unnecessary public exposure or reputational damage.
5. Breach of Non-Disparagement
   If you breaches this non-disparagement clause, CSB reserves the right to take legal action for defamation, slander, or libel, and to seek damages for any harm caused to its business, reputation, or goodwill. This includes, but is not limited to, loss of business, negative financial impacts, and harm to professional relationships resulting from disparaging remarks or content.

Intellectual Property

All materials, documents, and strategies developed by CSB during the engagement are the intellectual property of CSB until full payment is received. Upon completion of payment, you will have full rights to use these materials while CSB retains the rights to use for promotional materials and etc. Upon termination of services, all completed work and related intellectual property rights shall be delivered to the Client once outstanding final balance is paid. Any incomplete work or materials developed during the engagement shall remain the property of CSB unless otherwise agreed in writing. CSB retains all intellectual property rights to the methodologies, frameworks, and strategies provided to the you during the engagement unless explicitly stated otherwise. You are granted a limited, non-exclusive license to use any deliverables provided for your internal business operations. Resale, redistribution, or transfer of intellectual property to third parties is strictly prohibited without prior written consent from CSB.

Communication and Alerts

By engaging with Concierge of Small Biz LLC (CSB), you agree and consent to receive communications from us, which may include but are not limited to, phone calls, text messages, emails, and other forms of contact for promotional purposes, announcements, service updates, and any other relevant information regarding your engagement with our services.

1. Consent to Text Messages and Calls: You expressly consent to receive marketing, promotional, and informational communications via text messages (SMS), emails, and phone calls at the phone number and email address you provide to us. These communications may include updates about your services, new offers, upcoming events, and other business-related messages. Standard messaging and data rates may apply depending on your carrier plan.
2. Opting Out: You may opt out of receiving promotional or marketing communications from CSB at any time by following the unsubscribe instructions provided in the communication, replying “STOP” to any text message, or by contacting us directly. Please note that opting out of promotional messages will not affect your ability to receive important transactional or service-related communications regarding your engagement with CSB.
3. Frequency: The frequency of these communications may vary depending on the nature of the information, updates, or promotional activities.
4. Data Privacy: Your contact information and communication preferences are securely stored in accordance with our privacy policy. We will never sell or share your information with third parties without your explicit consent, except as required by law.

You acknowledge and accept that CSB may communicate with you through these channels for the purposes outlined above. You agree that you are the authorized user of the provided phone number and email address, and that your consent is given voluntarily.

Termination

You may terminate the agreement with a 30-day written notice. Upon termination, CSB will provide a final invoice for services rendered up to the termination date, which will be due immediately upon receipt and shall not exceed 15 days past due without payment.

1. Notification Requirements:

• The owner of the business/whomever signed the original proposal must provide written notice of cancellation via email to founder@conciergeofsmallbiz.com or through our client portal in order to be considered valid.

2. Rescheduling:

• Clients may reschedule a service or appointment without penalty up to 3 days before the originally scheduled date, subject to availability.
• Rescheduling within 3 days of the service will incur a fee of 10% of the service cost.

3. No-Show Policy:

• Failure to notify or failure to appear at the time of a scheduled service or progression/strategy sessions will result in a no-show charge of 100% of the scheduled service cost.

4. Exceptions:

• Exceptions to this policy may be made at the discretion of management in cases of documented emergencies, which must be communicated and substantiated as soon as possible.

5. Changes to the Policy:

• Concierge of Small Biz LLC reserves the right to modify or update this cancellation policy at any time.

6. Cancellation Terms for Long-Term Engagements:

• Long-Term Engagement Definition: Any engagement that exceeds 60 days in duration is considered a long-term engagement.
• Cancellation Notice: Clients wishing to cancel a long-term engagement must provide CSB with written notice of cancellation. This notice must be sent via email to the designated CSB contact.
• Financial Obligation Upon Cancellation:
• Upon cancellation of any long-term engagement, you are responsible for paying 35% of the total fees due for the remaining months of the contract. This payment must be made within 15 days of the cancellation notice.
• In addition to the 35% of the remaining contract value, any final bills for services rendered up to the point of cancellation must also be paid within this 15-day period.

8. Additional Provisions:

• Work Product Ownership: Upon cancellation, all work completed by CSB up to the point of cancellation will remain the property of CSB until full payment is made. Once payment is received, the ownership of the delivered work product will transfer to you via Exit Survey Form, which must be signed by the owner of the business/whomever signed the original proposal.
• Non-refundable Fees: Any deposits or fees paid in advance are non-refundable and will be retained by CSB to cover administrative costs and initial service provisions.
• Re-engagement Fee: Should you wish to re-engage CSB after a cancellation, a re-engagement fee may apply, and the terms of the new engagement will need to be renegotiated.

9. Modification of Cancellation Terms:

• CSB reserves the right to modify the cancellation terms at any time.

Referral Responsibility Disclaimer

CSB provides recommendations for third-party services as a courtesy to assist in the comprehensive development of your business needs. However, CSB is not responsible for these referred entities' actions, services, or behaviors. Clients are encouraged to perform their own due diligence and agree that CSB shall not be liable for any misconduct, failure, or dissatisfaction associated with services rendered by these third parties.

Third-Party Services

Concierge of Small Biz LLC ("CSB") may recommend, enable access to, or facilitate the integration of third-party services, applications, or platforms for the benefit of you. These third-party services are provided for your convenience and may include tools for social media management, analytics platforms, or other business applications. CSB does not explicitly endorse, approve, or guarantee any third-party services. Your access to and use of any third-party service are entirely at your own risk. CSB disclaims all responsibility and liability for your use of any third-party services. These services are independent of CSB and are not covered under this Agreement or CSB’s privacy policies.

Your interaction with any third-party service, including those set up or recommended by CSB, is governed by the terms and privacy policies of those services. We encourage you to review these documents carefully to understand your rights and obligations when using third-party services.

Right to Change and Adjust Timelines

While CSB will endeavor to adhere to project timelines as closely as possible, we reserve the right to modify schedules or deadlines in response to unforeseen circumstances, changes in project scope, delays caused by you, or other external factors beyond our control with or without notice. You may be notified of any significant changes to the timeline and provided with an explanation and a revised schedule as necessary at the discretion of CSB.

Collaboration and Collateral Provision

Your Responsibilities:

1. Collateral Provision: You agree to provide all necessary collateral, documentation, and information required by Concierge of Small Biz LLC (CSB) to perform the services outlined in the agreement. You must supply these materials in a timely manner, adhering to the timelines specified by CSB at the onset of the engagement. Failure to provide these materials as required may necessitate additional time which can take 3 weeks to several months for CSB to conduct in-depth research into your industry, business landscape, your business specialty, and competitors. This research is essential for CSB to build the necessary content and tailor our services effectively. Additionally, it is your responsibility to review and provide timely feedback on any verbiage, media, or graphics created by CSB, based on our research, interpretation, and expertise. Your feedback is crucial for ensuring that the final deliverables accurately reflect your business objectives and meet your standards. Delay in providing this feedback may also lead to delays in the final delivery of services/deliverables. Please note that while CSB strives to minimize any delays, the timeliness of your inputs directly influences our ability to deliver services promptly and efficiently
2. Collaboration on Action Items and Deliverables:

• You are responsible for actively collaborating with CSB on agreed-upon action items and deliverables. This includes, but is not limited to, providing feedback, approvals, and additional information as needed to advance the project.
• You must respond to requests from CSB within 48hours to ensure continuous progress on the project.

Consequences of Non-Compliance:

• Delay in Services and Impact on Quality: Failure to provide the required collateral or adequate collaboration may result in delays in the delivery of services and may compromise the quality of the work and process, for which CSB will not be held liable.
• Additional Fees: If CSB incurs additional costs or requires extended time to complete the services due to your failure to provide necessary collateral or collaboration, CSB reserves the right to charge additional fees to cover these costs. These will be communicated and billed accordingly.
• Pause in Service Provision: CSB reserves the right to pause all work on the project until you fulfills your obligations regarding collateral provision and collaboration. Resumption of work will occur only once the necessary materials or responses have been received.

Modification of Terms:

• Discretionary Modifications: CSB reserves the right to modify the terms of the terms and conditions at its discretion. Modifications may be communicated to you formally or informally, and CSB retains the right to decide whether to explicitly mention these modifications to you.
• Your Acknowledgment: You acknowledges that it is their responsibility to remain informed about any changes that may affect the services provided and to adjust their expectations and collaboration accordingly.
• Binding Changes: All modifications made by CSB, whether communicated directly or not, are binding on you once implemented. It is incumbent upon your to maintain communication with CSB to stay informed of any such changes.

No-Show Policy for Progression/Strategy Sessions

Notification Requirement:

• You are required to notify CSB at least 24 hours in advance if you are unable to attend a scheduled Progression/Strategy Session. Notification must be sent via email to founder@conciergeofsmallbiz.com or through the designated client portal.

The following are Consequences of No-Show and may be enforced at any time at the discretion of CSB:

First No-Show:

• You may/may not receive a warning and an email reminder about the no-show policy. The email will also explain how missing sessions can disrupt the planned progression and potentially delay project outcomes.

Second No-Show:

• A one-month suspension of booking privileges for sessions may be implemented and a reassessment of project timelines and deliverables. CSB reserves the right to deprioritize your current projects/engagement or deliverables temporarily, impacting the overall process and progress of the work.

Subsequent No-Shows:

• Further no-shows can lead to more extended suspension periods and may compel CSB to permanently deprioritize or reschedule your project/engagement and deliverables. This action will be taken to ensure resource allocation aligns with committed and engaged clients. It will be at CSB’s discretion to determine the suitable time to re-prioritize the affected projects.

Cumulative Impact:

• Repeated no-shows will be documented in the your profile notes and considered in future project planning and resource allocation. This could negatively affect the priority and attention given to the your future requests or ongoing projects.

Rescheduling:

• When you provide timely notice of your inability to attend, you can reschedule your session once per occurrence, subject to availability. Rescheduled sessions must be booked within the same week to ensure continuity in service and support.

Late Arrivals:

• Arriving more than 15 minutes late for a session without prior notice may be considered a no-show, and the session may be cancelled. Late arrivals disrupt the scheduled flow of sessions and may reduce the effectiveness of the service.

Exceptions:

• Exceptions to this policy may be made in the case of genuine emergencies, at the discretion of CSB. You are encouraged to provide documentation or an explanation as soon as possible to qualify for an exemption from the policy penalties.

Commitment to Service:

• CSB is committed to providing valuable and timely support through our weekly complimentary Progression/Strategy Sessions. We ask that you show the same commitment by adhering to this no-show policy, which helps us serve you better and ensure that resources are used efficiently.
  
  

Pause or Abandoned Project

If you wishes to pause or delay the project for any reason, you must notify CSB in writing. During the pause, a monthly maintenance fee of $100 will be charged to retain the resources. Projects paused for more than 2 months will be considered abandoned. To reinstate an abandoned project, you must pay a reinstatement fee determined by the current scope and state of the project.

Reinstatement

​To reactivate an abandoned project, you must pay a reinstatement fee equivalent to 20% of the original project cost and any changes to the project scope that may have developed during the pause.

Dispute Resolution; Agreement to Arbitrate

Governing Law
The laws of the state of Georgia, without giving effect to its conflict of law principles, will govern this Agreement.
Binding Arbitration

(a) All disputes, claims, and controversies, whether based on past, present, or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, and the determination of the scope or applicability of this agreement to arbitrate any dispute, claim, or controversy originating from this Agreement, will be determined by binding arbitration in Atlanta, Georgia before a single arbitrator.

(b) The arbitration will be administrated by the American Arbitration Association under its Commercial Arbitration Rules.

(c) The arbitrator will apply the substantive law of the State of Georgia, excluding their conflict or choice of law rules.

(d) The parties may seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(e) This Agreement evidences a transaction involving interstate commerce. Accordingly, notwithstanding the previous reference to state law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern the interpretation and enforcement of this arbitration clause.

Arbitration Procedure

(a) A party must notify the other party of its intent to commence arbitration by providing a written notice at least 30 days prior to filing an arbitration demand. During this period, parties should attempt to resolve the dispute amicably.

(b) Arbitration may be commenced by providing a written demand for arbitration to the American Arbitration Association and the opposing party, stating the subject of the dispute and the relief requested.

(c) The arbitrator may award monetary damages and other remedies consistent with the laws of the State of Georgia. The arbitrator's decision will be final, binding, and incontestable by either party except as provided by applicable law.

(d) Costs associated with arbitration, including arbitrators’ fees, administrative fees, and other expenses, will be shared equally by the parties unless the arbitrator decides otherwise based on the outcome of the arbitration. The prevailing party may be awarded reasonable attorneys’ fees and costs.

Limitation of Liability

CSB shall not be liable for any indirect, incidental, or consequential damages arising from or in connection with the services provided.

Disclaimer. CSB provides its services and related technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by law, CSB expressly disclaims all express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the services, any partners, the technology used by CSB, any data handled, and the accompanying documentation. This includes disclaimers related to availability, the implied warranties of fitness for a particular purpose, merchantability, and non-infringement, and those arising out of any course of dealing, performance, or usage in trade. CSB is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the services, your account, or any data, or your failure to implement security measures. Additionally, CSB is not liable for losses arising from:

(a) your use of the services inconsistent with this Agreement;

(b) unauthorized access to servers or data;

(c) service interruptions;

(d) the transmission of harmful code through the services;

(e) errors or losses in data & deliverables;

(f) any defamatory, offensive, fraudulent, or illegal conduct by you or others.

Limitations on Liability

(a) Indirect Damages: To the maximum extent permitted by law, CSB will not be liable for any indirect damages such as lost profits, personal injury, property damage, loss of data, business interruption, or other consequential damages, regardless of whether these damages were foreseeable and whether CSB has been advised of their possibility.

(b) General Damages: To the maximum extent permitted by law, the total liability of CSB for any claims under this Agreement, whether in contract, tort, or otherwise, is limited to the greater of (i) 50% of the total fees you paid to CSB for services rendered during the three months prior to the event giving rise to the liability; and (ii) $500 USD.

No Jury Trial

Should any claim or dispute related to this Agreement proceed in court rather than through arbitration, despite the preference for arbitration as stated in our dispute resolution terms, both Concierge of Small Biz LLC ("CSB") and you (the client) knowingly and irrevocably waive any right to a trial by jury. This waiver applies to any action, proceeding, or counterclaim arising out of or connected with this Agreement or any interactions contemplated herein between CSB and the client.

Collection Costs

You are liable for all costs CSB incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

Scope of Work Changes

Any requests for changes or modifications to the initially agreed-upon scope of work must be submitted in writing and approved by CSB. Such changes may affect the timeline and costs associated with the project. Additional charges for these changes will be at the discretion of CSB and added to the final invoice.

External Service Provision

CSB is an external firm engaged for specific contracted projects and extended engagements. CSB staff and contractors are not to be considered part of the your internal team and are not required to participate in internal meetings, company events, or daily operational activities beyond the agreed-upon scope of work. If you make a request or make it mandatory for CSB staff and contractors to participate in such internal activities you will be billed at a rate determined by the CSB billing team.

Indemnity

You, the client, agree to indemnify, defend, and hold harmless Concierge of Small Biz LLC ("CSB"), its affiliates, officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of CSB’s services and any activities conducted with CSB’s assistance.
• Any breach of this Agreement by you, including but not limited to, your failure to comply with the terms and conditions set forth herein or your use of third-party services facilitated by CSB.
• Your violation of any law or the rights of a third party through your use of CSB’s services.
• Any content, data, or material that you submit, post, transmit, or make available through CSB’s services.
• Any disputes or issues between you and any third-party service provider, including those facilitated by CSB.

Procedure for Indemnification:

• Upon receiving notice of a claim or potential claim, CSB will promptly notify you. You will then be responsible for taking over the defense of any claim. CSB reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CSB and you agree to cooperate with our defense of these claims.
• You will not settle any claim without the prior written consent of CSB, which will not be unreasonably withheld or delayed.

Limitation of Liability:

• Notwithstanding the indemnification obligations set forth above, CSB’s liability in relation to any services provided under this Agreement shall be limited to 50% of the total amount you paid to CSB for the services rendered during the twelve (12) months preceding the claim.

Duration of Indemnity:

• Your indemnification obligations under this Agreement shall survive the termination or expiration of this Agreement and your use of CSB’s services.

Right to Use as Case Study

CSB reserves the right to use the client’s project details, outcomes, and associated data as a case study or for other promotional purposes, provided that any confidential information is not disclosed without prior written consent.

Condition Improvement and Progress Success

CSB commits to working with you until at least one agreed-upon milestone is successfully met, indicating an improvement in the your business condition as defined by the initial project scope. Success metrics and milestones may be defined at the project's onset and may include financial targets, operational efficiencies, customer engagement levels, or other relevant benchmarks. If predetermined milestones are not met despite CSB's efforts, the scope and strategies may be reevaluated in consultation with the client to ensure alignment and progress.

Right to Terminate Client

CSB reserves the right to terminate the agreement at any point if you fail to meet the obligations as outlined in these terms and conditions, including but not limited to timely payments, unexpected changes or pauses to deliverables/scope, canceling meetings consecutively without rescheduling within a 3-day period, cooperation, adherence to project schedules, and provision of necessary information and resources. Additionally, CSB may terminate the contract if it becomes evident that the project exceeds our current skills, resources, and abilities or if the scope of work requested by the client falls outside our professional wheelhouse or services we're willing to provide. Termination under these circumstances will be a written/verbal notice to the client. CSB shall retain any fees for services already performed, you are still obligated to make your final payment.

Additional Fees and Expenses

Unanticipated expenses or services not included in the initial agreement will be documented and submitted for client approval before being incurred. Such expenses will be invoiced separately as a line item from the regular project billing.

Onboarding and Offboarding

Onboarding includes an initial meeting to align project goals, timelines, and deliverables. Offboarding procedures may include but not limited to a final review, submission of any final deliverables, and a project debrief to ensure client satisfaction and gather feedback. If terminated by CSB offboarding may or may not be available to you at CSB's discretion.

Required Testimonial

​Upon project completion or during the process, if asked you must provide a written testimonial reflecting their experience and results. CSB may use this testimonial for marketing and promotional purposes.

 CSB Preferred Communication Channels:

• Client Portal: Use the CSB client portal for all project or retainer-related communications. This will be our primary hub for updates, document sharing, and general queries.
• Email: Use email for involving additional team members or for matters that are sensitive to time but not urgent.
• Text Messages: Reserved for urgent communications only. Use text messaging exclusively for critical issues that require immediate attention (during CSB Business Hours).
• Phone Calls: Phone calls are to be used for discussions that require immediate resolution or detailed clarification. You are allotted 240 minutes (4 hours) of phone call time per project or monthly retainer period.

Response Time:

• From CSB to You: CSB commits to responding to all incoming communications within 72 hours during business days. CSB reserves the right to respond during weekends, holidays, or after hours at their discretion, but such responses are not to be expected. Communications are checked three to four times daily (10 AM, 2 PM, and 5 PM) and responses are prioritized by CSB.
• From You to CSB: You are expected to respond to any outgoing communications from CSB within 72 hours during business days to maintain project momentum and ensure timely progress.

Updates and Reporting:

• Regular Updates: CSB will provide weekly updates on all ongoing projects to keep you informed of the current status and next steps.
• Project Deadlines: Deadlines will be established at the beginning of each month for ongoing projects and retainers, with adjustments made as necessary to reflect project realities and your feedback.

Scheduling Meetings:

• You must schedule strategy and progress sessions through the calendar booking link provided by CSB. CSB reserves the right to reschedule or cancel any meeting and will inform the client accordingly.

General Expectations and Conduct:

• Both CSB and you agree to maintain professional and respectful communication at all times, ensuring that all interactions are productive and focused on achieving project goals.
• If you miss three meetings within a 30-day period without rescheduling or communicating, the project may be deprioritized.
• Abusive language towards staff or abuse of the communication policy will not be tolerated. CSB reserves the right to terminate services if such behavior occurs, and you will be responsible for the outstanding balance owed plus a severance fee of 10% of the original project/retainer cost.

Acceptance

By utilizing the services and/or the client portal of the Concierge of Small Biz LLC ("CSB"), you acknowledge and agree to the terms and conditions outlined above. Your continued use of these services affirms your acceptance of these terms and any subsequent modifications made to them. If you do not agree to abide by these terms, please discontinue the use of all CSB services and platforms immediately.