Master Terms and Conditions.

Apex Consulting Partners (the Practice) provides strategic automation, infrastructure, and recovery system implementation services.

Each engagement is strictly limited to the specific deliverables outlined in the applicable invoice or proposal (the Services). Deliverables may include, but are not limited to:

• System architecture design
• CRM and automation setup
• Messaging workflows (SMS, email, or similar)
• Data structuring and integration

For the avoidance of doubt, the Services do NOT include:

• Ongoing management, optimization, or maintenance
• Marketing execution or campaign management
• Lead generation or advertising services
• Continuous technical support beyond delivery

Any work outside the defined scope requires a separate written agreement.

The Practice agrees to perform all Services using commercially reasonable efforts consistent with generally accepted industry standards.

No heightened or implied standard of performance shall apply.

The Practice does not guarantee any specific business, financial, or operational outcomes.

This includes, but is not limited to:

• Revenue increases
• Lead conversion rates
• System performance outcomes
• Message deliverability rates

Client results depend on factors outside the Practice's control, including but not limited to:

• Client implementation and execution
• Market conditions
• Data quality
• Third party platform performance

The Services may rely on third party platforms, software, or providers (e.g., CRM systems, SMS providers, email platforms).

The Practice:

• Does not control these third parties
• Is not responsible for outages, errors, delays, or performance failures
• Makes no guarantees regarding uptime, deliverability, or system compatibility

All third party services are used at the Client's own risk.

• 100% upfront payment is required prior to commencement of any work
• No Services, analysis, or system deployment will begin until payment is received in full

Upon payment, work is considered initiated immediately, including allocation of resources and planning.

Any Estimated Time of Completion (ETC) provided is non-binding and subject to change based on:

• Project complexity
• Client responsiveness
• Third party dependencies

Delays do not constitute breach of this agreement.

The Client agrees to:

• Provide accurate, complete, and timely information
• Cooperate in a timely manner throughout the engagement
• Ensure compliance with all applicable laws and regulations

The Practice is not responsible for delays or failures caused by the Client's actions or omissions.

Services are deemed completed and fulfilled upon delivery of the agreed system or deliverables.

Delivery may include:

• System access
• Workflow deployment
• Documentation or confirmation of setup

No formal acceptance is required unless otherwise stated.

Upon delivery:

• The Practice's obligations are fully satisfied
• No ongoing support, updates, or maintenance is included

All systems, processes, frameworks, and methodologies developed or used by the Practice remain the exclusive property of Apex Consulting Partners.

The Client is granted a limited, non-transferable, non-exclusive license to use the delivered system for internal business purposes only.

The Client may not:

• Copy, replicate, or resell the system
• Reverse engineer or deconstruct the system
• Distribute any proprietary materials

To the maximum extent permitted by law:

The Practice's total liability for any claim arising out of or related to the Services shall be strictly limited to the total amount paid by the Client.

The Practice shall not be liable for:

• Indirect, incidental, or consequential damages
• Lost profits or business interruption
• Data loss or reputational harm

The Client agrees to indemnify, defend, and hold harmless the Practice from any claims, damages, or liabilities arising from:

• The Client's use or misuse of the system
• Violations of applicable laws or regulations
• Communications sent using the system (including SMS and email compliance)

The Client is solely responsible for ensuring compliance with all applicable laws, including but not limited to:

• TCPA (Telephone Consumer Protection Act)
• CAN-SPAM Act
• Data privacy regulations

The Practice provides systems only and does not provide legal compliance services.

Both parties agree to maintain the confidentiality of any non-public, proprietary, or sensitive information exchanged during the engagement.

This Agreement shall be governed by the laws of the State of Florida.

Any disputes shall be resolved exclusively in:

• Binding arbitration in Florida
• A court of competent jurisdiction located in Florida

The Practice shall not be liable for any delay or failure due to events beyond its reasonable control, including but not limited to:

• System outages
• Acts of God
• Government actions
• Third party failures

These Terms, together with the applicable invoice or proposal, constitute the entire agreement between the parties.

No verbal agreements or representations shall be binding.

The Practice reserves the right to update these Terms at any time. Updated Terms will apply to future engagements unless otherwise agreed in writing.