Terms & Conditions
Last Update: December 27, 2022
This Terms and Conditions Agreement ("Terms") is entered into between you ("you" or "Client") and Real-Time Consulting Services ("RTCS") for the range of products and services that RTCS provides ("Services").
Please read these Terms carefully because they contain a limitation of liability and release of claims against Real-Time Consulting Services and other important information about your legal rights.
These Terms are incorporated by reference into and made a part of any written agreement submitted by RTCS and govern the relationship between the Client and RTCS. These Terms also apply to any Services the Client may sign-up for without an agreement, such as verbal Agreement or other offers. Any written agreement, these Terms, and the documents and/or links referenced in such documents are referred to as the "Agreement."
If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have the full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understood this Agreement, and (iii) you agree, on behalf of the Client, to this Agreement.
TIME AND AVAILABILITY
RTCS shall have discretion in selecting the dates and times it performs the Services giving due regard to the needs of the Client's business. RTCS will make reasonable efforts to meet the Client's reasonable requests, such as conference calls, deliverables, reports, and other items related to the consulting services provided.
FAILURE TO BEGIN
If the Client fails to begin consulting within thirty (30) days of the signed proposal, there is no guarantee of availability by RTCS to begin immediately, and any monies paid are non-refundable.
STANDARD OF CONDUCT
In rendering Services under this Agreement, RTCS shall conform to high professional work and business ethics standards. RTCS shall not use the Client's time, materials, or equipment without written consent.
This proposal and project plan are proprietary information, including documents, content, tools, templates, and resources. They may be used only by the person or entity for whom they are contracted and should not be shared, duplicated, or replicated without the prior approval of both parties. RTCS does not serve as legal counsel and cannot be held legally liable for any recommended or documented business operations. It is the responsibility of the Client to obtain legal counsel.
The confidentiality provisions shall survive the termination of this Agreement and remain in full force and effect thereafter.
OWNERSHIP OF MATERIALS
RTCS shall retain the creative rights to all original materials, data, and similar items, produced by RTCS hereunder in connection with the services under this Agreement. All services and software used by RTCS shall be the sole property of RTCS. Under no circumstances shall The Client have any interest in or right to the title to such materials for The Client's benefit, and The Client holds no rights to such materials.
Proprietary Information and Use of Materials
- All information disclosed by one Party to the other Party shall be confidential and proprietary ("Proprietary Information"). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party's employees and other confidential or Proprietary Information belonging to or related to a Party's affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement, it will be presumed that the Proprietary Information constitutes protectable trade secrets and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with no less than the same degree of care provided for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate, and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
- Nothing in this Agreement shall prohibit or limit the receiving Party's use of information that can be demonstrated as (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party, not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
- Portfolio Release. The Client agrees that The Company has the right to use materials created according to this Agreement for The Company's portfolio, samples, and self-promotion, including advertising for The Company's business, including Facebook or Instagram, or any other social media platform. Should the Client wish to exclude some specific materials from the release under this paragraph or limit the period of such release, The Company and Client may agree in writing to such limitation.
- Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique. That disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
If appropriate and desired by the Client, RTCS may be retained for additional services to assist in and drive the organization's execution/implementation based on the findings and recommendations delivered. *If delays are identified, they will be brought to The Client to discuss adjusting timing/action.
*fee may be subject to change based on findings and required deliverables after initial onsite and process road mapping
From time to time, RTCS may use the service of any other person, entity, or organization to perform RTCS' duties. Should the RTCS use the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Client's Confidential Information (as defined in this Agreement).
INVOICE AND PAYMENT
The Client agrees to pay invoices when billed and reimburse RTCS for all reasonable and necessary expenditures directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), any special printing or mailing requested by the Client, or any third-party services managed by RTCS at the request of the Client. Unless otherwise agreed, expenses incurred by RTCS will be invoiced and charged using the payment record on file. If no payment record is on file, the Client agrees to provide a valid form of payment within 15 days of receiving an invoice for reimbursed expenses.
RTCS shall choose other avenues of collection if balances are not paid upon final invoice within fourteen (14) days; such services may result in fees for which the Client will be responsible. RTCS also reserves the right to act legally if terms are not met to collect any outstanding debt.
The onsite Daily Rate is $2000 per day* (minimum two (2) days; additional onsite days to be determined/agreed upon based on the project phase, milestones, and target dates). Payment for onsite is due before travel. Travel and Lodging are billed separately and will be billed 15 days after travel and due upon receipt.
MONTHLY CONSULTING RETAINER
Consulting requires a 2-month commitment followed by MTM timeline. Client will be billed for two (2) months (Month 1 and Month 2, respectively), with each additional month billed as needed by project scope. Average consulting is between four and six months, depending on the project scope. Either Party may terminate this Agreement with thirty (30) days written notice to the other Party for any reason.
RTCS does not warrant or guarantee any specific level of performance or results. An example of results obtained for other clients of RTCS may be used as a marketing tool and shown to the Client for demonstrative purposes only. The Client should not construe it as indicating any promised results or level of results.
This Agreement is the Parties' final, complete, and exclusive. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each Party.
LIMITATION OF LIABILITY
RTCS shall not be liable for any incidental, consequential, indirect, or special damages or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. The Client agrees that if RTCS is determined to be liable for any such loss, the Client's sole remedy against RTCS is limited to a refund of payments made by the Client for said Services, fewer expenses paid to subcontractors, or third parties. RTCS is not responsible for errors that result from inaccurate or incomplete information supplied to RTCS by the Client. The Client agrees not to seek damages above the contractually agreed upon limitations directly or indirectly through suits by or against other parties. RTCS shall not be liable to the Client for any costs, damages, or delays due to causes beyond its control, expressly including, without limitation, unknown site characteristics, changes in policies, or changes in terms of services.
The Parties agree that any dispute regarding this Agreement and any claim made by the Client for the return of monies paid to RTCS shall be handled following applicable State and Federal laws. Specifically, if the Client cancels payments after the three-day cancellation period permitted by law and outlined in this Agreement, in that case, this Agreement is immediately terminated, and RTCS reserves the right to dispute such cancellation and pursue the Client for monies owed to RTCS for the services already performed but unpaid by Client due to payment cancellation. The Client agrees that regardless of whether the Client is ultimately successful in any payment dispute, it is liable to pay RTCS for the work already performed at the time of the cancellation request at an hourly rate of $300 per hour for all hours spent on the Client's project. RTCS will provide the Client with an itemization of hours spent within a reasonable time upon the Client's request. Payment will be expected in full within 30 days from the date such itemization is provided. If the Client does not pay for such hourly work upon RTCS' demand and within 30 days, RTCS reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any payment cancellation dispute. Additionally, if RTCS is successful in any payment cancellation dispute, RTCS reserves the right to pursue the Client for the costs RTCS had incurred in disputing or defending such payment cancellation, including but not limited to the lost business profits in the form of time RTCS and its representatives spent handling such dispute at RTCS' hourly rate of $300.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe this Agreement's contents.
INTERPRETATION AND ENFORCEMENT
The parties agree that the State of Utah laws govern this Agreement's construction and interpretation. If either Party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the State of Utah's courts.
TERMINATION OF MONTHLY PLANS
Either Party may terminate a monthly or subscription plan with written notice as outlined in this section.
REVISIONS DURING EXECUTION
The Client understands that revisions to the initial proposal/roadmap may occur, and additional charges may apply. They should be presented to the Client as additional work above and beyond the original scope of work or if the Client requests changes to the agreed-upon project scope and objectives.
Each Party acknowledges that the other Party has entered into the Agreement in reliance upon the limitations of liability set forth herein. The same is an essential basis of the bargain between the parties.
If any provision of this Agreement shall be illegal, invalid, or unenforceable, such provision shall be fully severable. This Agreement shall be construed and enforced. If such unlawful, invalid, or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.
Neither Party shall have any liability for any failure or delay (other than concerning payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes, whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such Party.
TERMS AND MODIFICATION
Terms and Conditions may be modified from time to time by RTCS without notice.