Terms of Service

Last Updated June 3, 2025

These Terms of Service (the “Agreement”) apply to any access to or use of services provided by Ímpetu Consulting (“Company,” “we,” “us,” or “our”). The terms “Customer,” “you,” and “user” refer to you as the user of the Services. If you’re using the Services on behalf of a business, “Customer” includes both you and that business.

By using the Services, you acknowledge your agreement to this Agreement and our Privacy Policy, which is incorporated herein by reference.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE SERVICES.

1. Services

1.1 Nature of Services.

The Company provides managed services, including, among others, onboarding, data migration, marketing automations and operations related to Keap, as described in an Order Form or Statement of Work (the “Services”).

1.2 Order Forms and Statements of Work.

Services will be provided as set out in one or more Order Forms and/or Statements of Work, detailing the Services, expected deliverables, timeframes, and associated fees.

1.3 Third-Party Licenses.

The Services may incorporate third-party software or tools. Customer agrees to comply with all applicable third-party license terms.

1.4 Change Requests.

Changes to the Services may be requested in writing. The Company is not obligated to perform changes until agreed upon in writing.

1.5 Privacy Policy.

Customer acknowledges that use of the Services may require personal information about its authorized users, governed by the Company’s Privacy Policy.

2. Company Obligations

The Company shall perform the Services as set forth in each Order Form or Statement of Work.

3. Customer Obligations

3.1 Customer Resources.

The Customer will provide necessary materials and cooperate in meetings to enable the Company to deliver Services.

3.2 Customer Delays.

Delays caused by the Customer may result in additional costs, and the Company may suspend Services until necessary information is received.

3.3 Compliance and Security.

Customer will comply with all laws related to the Services and take precautions to protect data.

3.4 Customer Materials.

Customer retains ownership of its materials, granting the Company a license to use them as necessary to provide Services.

3.5 Non-Solicitation.

The Customer agrees not to solicit Company employees for 18 months after this Agreement.

4. Fees and Expenses

4.1 Fees.

Customer will compensate the Company for Services as per the Order Form and/or Statement of Work.

4.2 Expense Reimbursement.

Customer shall reimburse reasonable expenses incurred by the Company within 15 days of receiving an invoice.

4.3 Taxes.

Customer is responsible for all taxes associated with amounts payable to the Company.

4.4 Payment Terms.

Invoices will be issued monthly, and payment is due within 15 days of the invoice date.

4.5 Late Payments.

Late payments incur interest and may lead to suspension of Services.

5. Limited Warranty and Liability

5.1 Limited Warranty.

Company warrants Services will be performed by qualified personnel and in accordance with applicable laws.

5.2 Exclusive Remedies.

Customer’s sole remedy for breach of warranty is to allow the Company to cure the breach or to terminate the Agreement.

5.3 No Other Warranties.

The Company disclaims all other warranties, express or implied.

5.4 Limitation of Liability.

Company is not liable for indirect damages, and its liability is limited to fees paid in the preceding three months.

6. Intellectual Property

6.1 Company Intellectual Property Rights.

All intellectual property rights (“Intellectual Property Rights”), such as copyrights, patents, trademarks, trade secrets, and know-how, owned by the Company or its suppliers, remain the exclusive property of the Company. Nothing in this Agreement grants the Customer a license to the Company’s Intellectual Property Rights.

6.2 Customer Intellectual Property Rights.

All Intellectual Property Rights to Customer Materials remain the exclusive property of the Customer. This Agreement does not grant the Company any rights to the Customer’s Intellectual Property.

6.3 Deliverables.

Customer owns the Intellectual Property Rights to all deliverables specified in an Order Form or Statement of Work. However, the Company retains ownership of proprietary templates, workflows, and processes. Other items not identified as deliverables remain the property of the Company.

6.4 Derivative Works.

All rights to derivative works resulting from the Services, which modify or enhance Company intellectual property, remain solely with the Company.

6.5 Residuals.

The Company retains the right to use “Residual Knowledge” (knowledge that an employee may retain through unaided memory) for future engagements, as long as it doesn’t include Confidential Information or Deliverables.

6.6 Feedback.

If the Customer provides feedback or suggestions, the Company may use them without obligation, and the Customer assigns all rights to such feedback to the Company.

7. Confidentiality

7.1 Confidential Information and Non-Disclosure.

Both Parties may share non-public, proprietary, and confidential information (“Confidential Information”). The Receiving Party must protect this information with a commercially reasonable degree of care and only use it to fulfill obligations under this Agreement. Exceptions apply for publicly available, legally disclosed, or independently developed information.

7.2 Required Disclosure.

If legally required to disclose Confidential Information, the Receiving Party must make efforts to notify the Disclosing Party to seek protective measures.

7.3 Publicity.

The Customer grants the Company the right to use its name and logo for promotional materials, but neither Party will make public statements about the relationship without the other’s consent.

8. Relationship

8.1 Relationship of the Parties.

The Company is an independent contractor and not an employee, partner, or agent of the Customer. Neither Party can bind the other in any agreements with third parties unless expressly stated in this Agreement.

8.2 No Exclusive Duty.

The Company may provide services to other clients, including competitors of the Customer, without breaching this Agreement, as long as it adheres to its confidentiality obligations.

8.3 Third-Party Service Providers.

The Company may use subcontractors to provide services but remains responsible for their actions. The Company will ensure subcontractors maintain the same level of confidentiality.

8.4 Hosting Services.

If the Company provides hosting services, it may use subcontractors to fulfill its obligations. Additional terms may apply for Hosting Services as outlined in the relevant Order Forms.

9.Term, Termination, and Survival

9.1 MSA Term.

This Agreement begins on the Effective Date and remains in effect until either it is terminated per Sections 9.4 or 9.5, or six (6) months after all Order Forms or Statements of Work (SOWs) have been completed or expired (the “MSA Term”). If the Agreement is terminated but the Company is still providing services under an Order Form or SOW, the terms of this Agreement will continue to govern until the completion or termination of the applicable Order Form or SOW.

9.2 Order Form Term.

Unless specified otherwise, each Order Form starts on the “Kickoff Date” listed therein and lasts for the duration specified (the “Initial Order Form Term”). It automatically renews for subsequent terms of the same length (“Renewal Order Form Term”) unless the Customer provides written notice of termination at least twenty-one (21) days before the current term ends. Any request to reduce services for a renewal must also be given twenty-one (21) days in advance.

9.3 SOW Term.

Each Statement of Work begins on its listed Kickoff Date and continues until either the term expires or all material obligations have been completed.

9.4 Termination by Either Party.

Either party may terminate the Agreement, Order Form, or SOW with written notice if the other party:

Materially breaches the Agreement and cannot cure the breach or fails to remedy a breach within 30 days of notice.

Becomes insolvent, enters bankruptcy proceedings, or is dissolved.

Assigns property to creditors or has a receiver appointed over any material portion of its assets.

9.5 Termination by Company.

The Company may terminate this Agreement if the Customer fails to pay any amount due: (a) after a 10-day grace period following written notice of non-payment, or (b) more than twice in any 12-month period.

9.6 Effect of Termination.

All fees for services rendered through the termination date must be promptly paid. Rights and obligations under this Agreement, including survival clauses, will remain in force post-termination.

10. Indemnification

Each party agrees to indemnify and defend the other party and its representatives from any losses, claims, or expenses (including legal fees) resulting from:

- Gross negligence, recklessness, or willful misconduct.

- Bodily injury, death, or property damage caused by the indemnifying party’s personnel.

- Intellectual Property Rights violations.

- Violations of third-party licenses.

- Non-compliance with applicable laws.

11. Miscellaneous

11.1 Entire Agreement.

This Agreement and its attachments are the entire understanding between the parties, superseding any prior agreements.

11.2 Notices.

All communications must be in writing and delivered by hand, courier, email (PDF), or as mutually agreed, and are effective upon receipt.

11.3 Severability.

Invalid provisions do not affect the validity of the remaining terms of the Agreement.

11.4 Amendments.

Any changes or termination of the Agreement must be in writing and signed by authorized representatives of both parties.

11.5 Waiver.

No waiver of any rights will be effective unless in writing, and the failure to enforce any right does not preclude future enforcement.

11.6 Assignment.

Customer may not assign or delegate its rights without Company’s consent. Company may assign or delegate its rights to affiliates or successors.

11.7 Successors and Assigns.

This Agreement benefits only the parties and their permitted successors or assigns.

11.8 No Third-Party Beneficiaries.

No one else has rights under this Agreement.

11.9 Dispute Resolution.

Disputes will be resolved through binding arbitration under AAA rules, with the arbitration held in Puebla, México or another mutually agreed location.

11.10 Equitable Relief.

The Company may seek injunctive relief in court to prevent breaches until arbitration resolves the issue.

11.11 Choice of Forum.

Legal actions, if required, must be filed in Puebla, México.

11.12 Choice of Law.

This Agreement is governed by Mexican Law.

11.13 Counterparts.

The Agreement may be signed in counterparts, with electronic copies considered originals.

11.14 Force Majeure.

Neither party is liable for delays caused by circumstances beyond their control (e.g., natural disasters, war). If the delay persists for 30 days, either party may terminate the Agreement.

11.15 Publicity.

The Company may reference Customer’s use of the services in its marketing materials.

[End of Terms of Service]