1) Acceptance of Terms

By accessing our website or engaging our consulting services, you agree to these Terms of Service (the “Terms”). If you don’t agree, don’t use the site or services. We may update these Terms; the Effective Date shows the latest version.

2) Services

We provide strategic business development consulting, including audits, campaigns, training, and BD‑CRM implementation. Specific deliverables, timelines, and fees are defined in proposals, order forms, or emails (collectively, the “Agreement”). In case of conflict, the Agreement controls.

3) Client Responsibilities

• Participation: Show up, complete onboarding, provide accurate information, and execute assigned tasks between sessions.

• Access: Provide timely access to stakeholders, accounts, systems, and data needed to deliver services.

• Approvals: Provide clear, written approvals. Silence is not approval unless the Agreement defines an approval window.

• Compliance: You are responsible for your legal and regulatory compliance (industry rules, advertising laws, privacy, etc.).

4) Fees, Billing, and Taxes

• Pricing: Fees are set per package or custom quote. Taxes, government charges, and third‑party costs (e.g., ad spend, software) are additional unless stated otherwise.

• Invoicing & Payment: Due upon receipt unless the Agreement states a schedule. Late balances may incur the lesser of 1.5% per month or the maximum allowed by law.

• Payment Methods: Invoice/ACH and/or card via third‑party processor (e.g., Stripe/PayPal). We don’t store full card numbers.

• Refunds & Cancellations: Governed by our Refund & Cancellation Policy (incorporated by reference).

5) Term and Termination

• Term: Begins on acceptance of an Agreement and continues through the stated term.

• Convenience: Either party may terminate for the next billing cycle per the notice rules in the Refund & Cancellation Policy.

• Cause: Either party may terminate for material breach if not cured within 10 days of written notice.

• Effect: You’ll pay for services rendered and non‑cancelable third‑party costs. Upon request and payment of any outstanding amounts, we’ll provide work‑in‑progress materials.

6) Intellectual Property

• Your Materials: You retain ownership of your pre‑existing content, trademarks, data, and accounts. You grant us a limited license to use them to provide services.

• Our Materials: We retain ownership of our methods, templates, training, and know‑how. Upon full payment, we grant you a non‑exclusive, non‑transferable license to use the deliverables for your internal business purposes.

• Third‑Party Assets: Stock media, software, or tools may be subject to their own licenses and restrictions.

7) Confidentiality

Each party will use the other’s confidential information only to perform under the Agreement and will protect it using reasonable safeguards. Exceptions include information that is public, independently developed without use of confidential information, or obtained from a third party without duty of confidentiality.

8) Data Privacy

Our handling of personal information is described in our Privacy Policy. For clients needing a Data Processing Addendum (DPA), we can provide one upon request.

9) Third‑Party Platforms

We may integrate with or recommend platforms such as Zoho (BD‑CRM), Google, Microsoft, Facebook, LinkedIn, and Vendasta. Your use of third‑party platforms is governed by their terms and privacy policies. We aren’t responsible for third‑party outages, changes, or data loss beyond our reasonable control.

10) No Guarantees; Client Execution

We bring experience, strategy, and accountability. Results depend on market conditions and your execution. We do not guarantee specific revenue or outcomes.

11) Disclaimer of Warranties

To the fullest extent permitted by law, the services and site are provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement.

12) Limitation of Liability

To the fullest extent permitted by law, in no event will we be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, data, or goodwill. Our total liability for any claim is limited to the amounts paid by you to us for the services giving rise to the claim in the three (3) months preceding the event.

13) Indemnification

You agree to defend, indemnify, and hold us harmless from claims arising out of your content, your misuse of the services, or your violation of the Agreement or law.

14) Non‑Solicitation

During the engagement and for six (6) months after, you agree not to solicit for employment or contract any of our team members introduced to you through the engagement without our written consent. Reasonable recruiting of the general public is excluded.

15) Publicity

With your consent, we may reference your name and logo as a client and describe the engagement in general terms. Any case study or detailed results will require separate approval.

16) Force Majeure

Neither party is liable for failure or delay due to events beyond reasonable control (e.g., natural disasters, war, labor actions, utility failures, platform outages). Obligations resume when performance becomes possible.

17) Dispute Resolution; Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflicts principles. The parties will first attempt to resolve disputes informally within 15 days. If unresolved, the parties agree to exclusive jurisdiction and venue in state or federal courts located in Lake County, Florida.

18) Notices

Formal notices must be sent by email to DelsaDarline@passedpawnpremier.com and are deemed given when received. Update your contact details promptly so we can reach you.

19) Entire Agreement

These Terms, together with the Agreement and policies referenced (Privacy Policy, Refund & Cancellation Policy), constitute the entire agreement and supersede prior proposals and communications on the subject matter.