Terms of Service and Purchase Agreement

1. AGREEMENT & SCOPE OF WORK

By engaging our services, the Client agrees to:

• These Terms of Service
• The specific scope, deliverables, pricing, and timeline in the applicable Proposal or SOW
• Any supplementary project documentation mutually agreed upon in writing

Each SOW or Proposal forms part of this agreement. Verbal understandings and informal communications do not modify this agreement.

Platform Flexibility: Deliverables may be developed using the platforms or tools specified in the SOW, or their equivalents, at Service Provider's discretion. This includes, but is not limited to: Google Sheets or equivalent, Vapi or equivalent, n8n/Zapier/Make or equivalent.

2. SERVICES PROVIDED

Services may include, without limitation:

• AI automation development and implementation
• Web application and workflow automation (e.g., n8n, Zapier, Make)
• CRM configuration and integration
• Custom voice agent development (e.g., Vapi)
• Strategy, training, and ongoing support

Tools and platforms are subject to change if technical feasibility, cost, or performance so requires. Equivalent substitutes will be provided to meet or exceed project goals.

3. CHANGE MANAGEMENT

3.1 Scope Changes & Change Orders

All changes to the approved scope—including added features, revised requirements, platform changes, or timeline extensions—require a signed change order.

Change Orders must be:

• Requested in writing
• Reviewed by Service Provider with impact assessment
• Documented and approved in a written addendum before execution

3.2 Billable Work Outside Scope

Work performed outside the original scope will be billed at the standard hourly rate of $250/hour unless otherwise agreed. This includes:

• Feature additions not in the signed SOW
• Platform substitutions requiring rework
• Client-requested changes exceeding 30 minutes

3.3 Scope Creep Controls

We reserve the right to pause or deny work outside of scope until:

• A change order is approved, or
• Additional billing is confirmed by the Client in writing

4. CLIENT RESPONSIBILITIES

Client agrees to:

• Provide timely access to systems, data, tools, and personnel
• Respond to feedback, approval, or access requests within 5 business days
• Assign a primary decision-maker for the project
• Purchase and maintain required third-party tools (e.g., Vapi, CRM platforms)

Delays caused by the Client (e.g., lack of access, slow feedback) may:

• Extend project timelines
• Result in additional billing at our standard hourly rate
• Delay delivery or suspend project work

5. TIMELINES & DELIVERY

All delivery timelines are estimates and contingent on Client meeting responsibilities. We are not responsible for delays due to:

• Client's failure to respond or provide access
• Platform/API limitations or outages
• Scope modifications or change orders

6. FEES, PAYMENT & REFUNDS

6.1 Payment Terms

• Payments are due per the SOW (e.g., 30/40/30 milestone split or monthly retainer)
• Invoices are payable within 14 days
• Late payments incur a 5% monthly late fee

6.2 Suspension of Work

Services may be paused or access withheld if payment is more than 7 days overdue.

6.3 Refunds

• All payments are non-refundable once services begin
• Client remains liable for work completed up to the termination date
• Early terminations may incur additional fees as defined in the SOW

7. INTELLECTUAL PROPERTY

• All pre-existing frameworks, code, templates, and IP remain property of Service Provider
• Upon full payment, Client receives a non-exclusive, perpetual license to use work product created specifically for them
• Client may not resell, sublicense, or use deliverables to compete with Service Provider

8. THIRD-PARTY TOOLS & DEPENDENCIES

Client is responsible for:

• Maintaining subscriptions and access to third-party tools
• Compliance with third-party terms
• All associated costs

We are not liable for outages, pricing changes, or deprecations of external platforms.

9. WARRANTIES & DISCLAIMERS

• We warrant services will be delivered professionally and according to agreed scope
• We do not guarantee specific business outcomes (e.g., revenue growth, ranking improvements)
• All services are provided "as-is" except as expressly stated

10. LIMITATION OF LIABILITY

• Our total liability is limited to the total amount paid by Client for the specific SOW in question
• We are not liable for indirect, special, or consequential damages, including data loss or lost profits

11. TERMINATION

Either party may terminate with 30 days' written notice.

Immediate termination permitted for:

• Payment default beyond 15 days
• Breach of material term
• Illegal or unethical conduct

Upon termination, Client owes:

• All work completed through termination date
• Any non-refundable platform/tool expenses

12. DISPUTE RESOLUTION

• Both parties will attempt good faith negotiation for 30 days
• If unresolved, mediation will be pursued
• Legal remedies may follow if mediation fails

13. MISCELLANEOUS

• This agreement is governed by Virginia law
• We operate as an independent contractor
• This is the entire agreement and supersedes prior versions

14. CLIENT ACKNOWLEDGMENT

By initiating payment, signing a proposal, or commencing the project, Client acknowledges:

• They have received and reviewed the Statement of Work for this project
• They agree to the deliverables, timeline, and pricing specified in the SOW
• They have read and accepted these Terms
• They understand platform flexibility, scope change policies, and billing practices
• They have had the opportunity to seek legal advice

Contact: nicole@elevateonline.com

Patten Consulting, LLC