NLMC Terms and Conditions
This Consultancy Agreement (the “Agreement”) is made and entered into day payment for services is received on the date of initial invoice by and between you, the business owner, and your said organization as listed within this agreement, with its principal place of business located at the address given to Next Level Management and Consulting. (the “Company”) and Next Level Management and Consulting with its principal place of business located at 3624 Saguaro Cir. Colorado Springs, CO. 80925 (the “Consultant”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).
WHEREAS, the Company is having identified its business services, goods, and classification with the consultant already at an earlier time and date (ie. Security service, restaurant, retail shoe sales, and so on.)
WHEREAS, the Consultant has expertise in the area of Management, Consulting, Marketing, Sales, and Business Process Improvement;
WHEREAS, the Company desires to engage the Consultant to provide certain services in the area of Consultant’s expertise and the Consultant is willing to provide such services to the Company; such services requested will be listed, invoiced, and billed accordingly as negotiated.
.NOW, THEREFORE, the Parties hereby agree as follows:
- Agreement of Terms and Engagement of Services
(a) Engagement. The Company hereby engages the Consultant to provide and perform the services set forth in quotes and invoices as paid hereto (the “Services”), and the Consultant hereby accepts the engagement.
(b) Standard of Services. All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Company shall provide such access to its information, financial information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services.
(c) Tools, Instruments and Equipment. Consultant shall provide Consultant’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.
(d) Representation and Warranty. Consultant represents and warrants to the Company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services. Company acknowledges that services do not guarantee any specific monetary, reputation, or shareholder gain or loss.
(e) Agreement of terms begins at the initial payment of the first invoice engaging services between the consultant and the company. This agreement is in affect and agreed upon at date of invoice. A new invoice date, continued engagement, or re-engagement of services will not be considered as a new agreement to the original contract length term, and does not supersede the first and original date of agreement. That original date of first invoice will be considered an agreement between both parties of all NLMC terms and conditions listed within this agreement.
(f) Acceptance of these terms is clearly stated on every invoice and it is the responsibility of the company to review these terms upon receipt of their invoice. It is the responsibility of the company to request any clarification or address any issues about the term within this contract with the consultant and NLMC.
- Consultancy Period
(a) Commencement. This Agreement shall commence on the Effective Date and shall remain in effect until the completion of the Services, Contract, or the earlier termination of this Agreement as provided in Article 2 (b) (the “Consultancy Period”).
(b) Initial length of contract commitment the client agrees to and is bound to an initial term of six (6) months of services and billing upon payment of initial invoice. If services are cancelled within this time period the client is still responsible for full contract term fees for the remainder of the contract.
(c) Termination. This Agreement may be terminated by the Company, without cause and without liability, by giving sixty (60) calendar days written notice of such termination to the Consultant. This Agreement may be terminated by either Party by giving sixty (60) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. “Material breach” shall include:
(i) any violation of the terms of Articles 1(d), 3, 4, 5, 6,
(ii) any other breach that a Party has failed to cure within sixty (60) calendar days after receipt of written notice by the other Party,
(iii) the death or physical or mental incapacity of Consultant or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to continue the proper performance of the Services,
(iv) an act of gross negligence or willful misconduct of a Party, and
(v) the insolvency, liquidation or bankruptcy of a Party.
(d) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.
- Consultancy Fee and Expenses
(a) Consultancy Fee. In consideration of the Services to be rendered here-under, the Company shall pay Consultant a Consultancy fee of a pre-negotiated value for the invoiced and outlined tasks. The rates have been negotiated and agreed upon by both parties and payable at the time of contract signature or payment of invoice. An additional monthly re-occurring charge of a negotiated amount per month will also be paid if it is outlined in the, contract or invoice sent. [The said rates are pursuant to the procedures set forth in Exhibit A] (the “Consultancy Fee”).
(b) Expenses. Consultant shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Company.
(c) Payment. The Consultancy Fee shall be paid in full prior to wok beginning by the consultant. If the “Company” and the “Consultant” agree that continued management is needed by the Consultant, the consultant shall submit to the Company a monthly invoice detailing the Services to be performed in the upcoming month and the amount due. All such invoices shall be due and payable within ten (10) calendar days after receipt thereof by the Company. As new services are requested, the monthly charges and statement of work will need to be re-negotiated at this point and a new invoice will be drafted. If it is agreed upon that the “Company” will be paying a monthly rate for hosting, or ongoing services, please note that site performance and accessibility can and will be terminated if no monthly payment is made.
(d) Monthly re-occurring fees, including membership, are to be paid on time and no later than 10 days past due. Nonpayment or inconsistency in payment can and will result in breach of contract and all services can and will be terminated at the digression of the consultant. To re-engage services the consultant reserves the right to request remaining service or yearly balance in full prior to continuing services.
(e) If applicable, Subscription to network or services with NLMC and its affiliates, does not guarantee, or determine, performance or sales increase. NLMC or its affiliates are not responsible for other organizations contracts, terms, behavior or performance, of its members or network.
(f) Refunds or repayment: Refund will only be considered by NLMC up to 30 after the invoice date of the service or services in question. NLMC reserves the right to determine the amount and decision of the refund based on the following criteria.
(i) Were the services in question completed in full per the clients request
(ii) If partial services were completed time and expenses will be deducted from the initial charge amount for the services for a partial refund.
(iii) If NLMC considers the service in question to have enough completion or access by the client to complete themselves no refund will be issued.
(a) It is a common practice to educate and empower the client on what the services that are being paid for are and how they are executed. This policy is put in place to protect NLMC from educating a client beginning services, and having a client request a refund and completing the services themselves after having a full understanding of the service in question. At this point NLMC considers the consulting of the service a valid completion of that service in question.
(iv) The following services will always be considered non-refundable:
- Domain Purchase
- Recruiting / hiring
- Business Plan Preparation
- Consulting hours
- Plan Writing / Creation
- Media Creation Services
- Graphic Design or ad creation to include logo and print or digital material
- Web Hosting
(g) Late fees are charged at the discretion of the consultant and NLMC. Late fees can be charged for up to 10% per month past the due date of the invoice in question. This 10% penalty may also be compounded monthly.
(i) if The company is over 60 days past due from the date of invoice the consultant and any NLMC affiliates reserves the right to review past invoices for up to 1 year to re-bill for any penalty charges that may not have been charged, as well as collect the full charge on any services that may have been discounted. the late penalty of these new charges will not collect a 10% penalty until they are considered late as of the above late fee terms per the invoice date, at that time these charges a susceptible to the same late terms.
- Work Product and License
(a) Defined. In this Agreement, the term “Work Product” shall mean all work product generated by Consultant solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets. Work Product does not include web domains and site hosting.
(b) Ownership. Consultant agrees to assign and does hereby assign to Company all right, title, and interest in and to the Work Product. All Work Product shall be the sole and exclusive property of the Company and Consultant will not have any rights of any kind whatsoever in such Work Product. Consultant agrees, at the request and cost of Company, to promptly sign, execute, make and do all such deeds, documents, acts, and things as Company may reasonably require or desire to perfect Company’s entire right, title, and interest in and to any Work Product. The consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent. All Work Product shall be promptly communicated to Company. Consultant agrees that during Consultancy period, and in case of termination, the Consultant will train appropriate staff on use and management of all tools used during agreed and paid period. Company agrees training not to exceed 5 hours.
(c) License. In the event that Consultant integrates any work that was previously created by the Consultant into any Work Product, the Consultant shall grant to, and Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Company deems appropriate. Consultant warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party.
(d) Return of Domain and Hosting. Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Consultant will deliver to Company rights and ownership of the domain and hosting once a year is paid in full.
(e) The consultant reserves the right to maintain ownership of any company work, products, or licenses until all services are paid in full if the consultant or the affiliates of NLMC so choose.
- Confidential Information
(a) Defined. In this Agreement, the term “Confidential Information” shall mean the Work Product and any and all information relating to the Company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, organizationware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Consultant. Confidential Information does not include information which:
(i) is in or comes into the public domain without breach of this Agreement by the Consultant,
(ii) was in the possession of the Consultant prior to receipt from the Company and was not acquired by the Consultant from the Company under an obligation of confidentiality or non-use,
(iii) is acquired by the Consultant from a third party, not under an obligation of confidentiality or non-use to the Company, or
(iv) is independently developed by the Consultant without the use of any Confidential Information of the Company.
(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by the Company, Consultant will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. Consultant may disclose the Confidential Information only to those of its employees who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, the Consultant shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
(c) Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon Company’s earlier request, Consultant will deliver to Company all of Company’s property or Confidential Information in a tangible form that Consultant may have in its possession or control. The Consultant may retain one copy of the Confidential Information in its legal files.
- Interference with Business
(a) Non-Solicitation. Consultant agrees that for a period of one (1) year after termination of this Agreement, Consultant shall not:
(i) divert or attempt to divert from the Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or
(ii) Employ, solicit for employment or recommend for employment any person employed by the Company, during the Consultancy Period and for a period of one (1) year thereafter.
(b) Company understands that the Consultant may have other clients within the same industry, under the contractual agreement during the same period. Consultant agrees that all agencies are treated differently, Consultant will abide by confidentiality outlined in section 5, and does not intend to compete or play favors on any one company or organization.
- Limitation of Liability
In no event shall the company be liable for any special, incidental, or consequential damages of any nature including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. The company’s recovery from the company for any claim shall not exceed the purchase price paid by the customer for the goods, irrespective of the nature of the claim, whether in the warrant, contract, or otherwise. The company shall indemnify, defend and hold Company harmless from any claims brought by any party regarding products supplied by the company and incorporated into the customer’s product. All agreed-upon products and services implemented are agreed upon by the Company and executed by the Consultant.
- Independent Contractor
The Consultant agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between the Consultant and the Company. The Consultant shall have no right to receive any employee benefits provided by the Company to its employees. Consultant agrees to pay all taxes due in respect of the Consultancy Fee and to indemnify the Company in respect of any obligation that may be imposed on the Company to pay any such taxes or resulting from Consultant’s being determined not to be an independent contractor. This Agreement does not authorize the Consultant to act for the Company as its agent or to make commitments on behalf of the Company.
- Force Majeure
Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
In the event the interruption of the excused Party’s obligations continues for a period in excess of Thirty (30) calendar days, either Party shall have the right to terminate this Agreement upon Sixty (60) calendar days prior to written notice to the other Party.
Each of Company and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except:
(i) to its advisors, attorneys, or auditors who have a need to know such information,
(ii) as required by law or court order,
(iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or
(iv) as may be required in connection with the enforcement of this Agreement.
The Services to be performed by Consultant hereunder are personal in nature, and Company has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate, or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of this Agreement or any right, duty or obligation hereunder to any third party.
- Injunctive Relief
Consultant acknowledges that a violation of Article 3, 6, or 7 would cause immediate and irreparable harm to the Company for which money damages would be inadequate. Therefore, the Company will be entitled to injunctive relief for Consultant’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of a bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such -violation but shall be in addition to all other remedies available at law or in equity.
- Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state of Colorado, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue in the courts of El Paso County in the city of Colorado Springs.
This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provisio15n.
- Survival of Provisions
The following provision of this Agreement shall survive the termination of this Agreement: Articles 3(d), 3(e), 4(b), 4(c), 4(d), 5, 6, 7, 8, 9, 10,12, 13, 14, and 16 and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement.
- Company Industry Specific Terms
Additional industry-specific terms will be outlined and agreed upon within your contract if needed. In the case that no contract is needed this section (16) is considered null and void.
- Additional terms of Performance
NLMC in no way guarantees the performance of parities employees or productivity. Payment of invoice in partial or full is in agreement with all terms and conditions outlined online and within your contract. A consultant is obligated to inform the Company of any changes of terms within 30 days via email on file. The company has 30 days after the date of invoice, prior to payment, to contest any newly added terms. After 30 days Company voluntarily agrees to all terms and conditions outlined online at www.nlmcsimplify.com/legal and within the written contract if applicable.
18. Grow your Business Guarantee
Next Level Management Guarantees that within the first three months of our services the client will see growth in at least one of the following areas:
- Business impressions in online search
- Social reach
- Social engagement
- Online Reviews
- SEO Ranking
The said Client must be engaged and active in all aspects of the tools and attend regularly scheduled meetings. Clients must also invest in the minimum ad spend as suggested based on the level of the package purchased. Clients must pay each invoice on time each month. If for any reason the client terms are not met this guarantee will be null and void. If all terms are met and there is no documented growth within the first 3 months of the contract Next Level Management will provide all services within the initial package at no additional cost to the client for the remaining three months of the contract.
NLMC Terms and Conditions updated 03/11/2021
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