TERMS AND CONDITIONS
Updated October 1, 2018
These Cultivate Advisors Terms and Conditions (“Terms & Conditions”) are between HFI Consulting LLC (“HFI“), an Illinois LLC d/b/a Cultivate Advisors (“Advisor”), and the person/company/entity (“Company”) placing an order (“Order”) for business advising services from the Advisor. The Advisor and Company are collectively referred to herein as the “Parties”, and individually as a “Party”. These Terms & Conditions combined with the Order (collectively the “Agreement”) constitute an offer from HFI to the Company for business advising services. The offer is deemed accepted, and the Agreement deemed effective, upon HFI emailing a copy of the Order and Terms & Conditions to the Company (the “Effective Date”).
1. SCOPE OF SERVICES – Advisor will provide business advising services such as business skill training, coaching and advising for the purpose of helping the Company grow their business. The Parties recognize that although the Company may have contracted with Advisor for a specific business goal (such as doubling sales, reducing overhead by 10% or increasing productivity of 50%) that Advisor does not guarantee the achievement of any particular business goal.
2.TERM OF THE AGREEMENT – The term of the Agreement is determined and reflected by the Order and will either be a flat fee or a monthly subscription model. Notwithstanding anything here to the contrary, the Advisor may cancel this Agreement or suspend services provided hereunder at any time with five (5) days’ written notice if the Company fails to make any payment, or portion thereof, on time. Further notwithstanding anything here to the contrary, either Party may terminate this Agreement upon the material breach of this Agreement by the other Party with thirty (30) days prior written notice to the other Party. All termination notices sent hereunder, must be submitted via a termination request found in your account online at https://cultivateadvisors.com/my-account/subscriptions.
A. Term of a Flat Fee – The term of this Agreement (“Term”) for a flat fee Order will be six (6) months or the time it takes for the Advisor to complete its services, whichever comes first.
B. Term of a Monthly Subscription – The term of this Agreement shall be for six (6) months (“Original Term”) commencing on the Effective Date. Upon expiration of the Original Term, or an Extension Term, this Agreement will automatically extend for a period of one month (each one-month extension being an “Extension Term”, and combined with the Original Term the “Term”) unless either Party sends to the other Party a termination notice thirty (30) days’ prior to cancellation of the Agreement.
3. PAYMENT – In consideration for the above-referenced services, during the Term, the Company shall be billed as outlined in the Order, as amended from time to time. Payments will be automatically deducted from the credit card on file with Advisor. Advisor will email to Company a receipt for all fees charged under this Agreement on a monthly basis. Preapproved expenses which are not prepaid or billed in advance will be billed one month in arrears and payable within thirty (30) days.
A. Late Payments – All late payments shall accrue interest at the lower of fifteen percent (15.00%) interest per annum or the highest rate allowed by law.
B. Expenses Incurred in Collections – The Company is responsible for all costs and expenses of collecting payments, including court costs and attorney fees.
C. Billing Disputes – Billing disputes must be provided in writing prior to the applicable invoice due date (except for invoices which are payable immediately and invoices payable by payment card, with respect to which billing disputes must be received in writing within fifteen (15) days after the invoice date) or shall be deemed waived.
D. Order Amendments – From time to time, the Parties may agree to amending the Order and the billing under this Agreement will be changed to reflect the amended Order which may, amongst other things, add or decrease the numbers of hours for a monthly subscription service.
4. COOPERATION – Both Parties shall cooperate fully with each other in the performance of their respective obligations under the Agreement including, without limitation, providing all necessary information, executing all documents and performing all actions reasonably required in connection with such performance. To that extent, the Company acknowledges that the ability of Advisor to successfully deliver consulting services is dependent on the Company’s compliance with Advisor’s reasonable requests for information, cooperation, and support.
5. SESSION LOCATION & SCHEDULING – All consulting services will be performed at Advisor’s offices or by a video conferencing platform. If the Company requires Advisor to travel, then the Company shall reimburse the Advisor for travel time, expenses and lodging. Travel time will be billed at the hourly rate set forth on the Order or, if there is no hourly rate stated on the Order, then $250 per hour. Scheduled consulting sessions with Advisor must be attended or will deemed forfeited. Any session forfeited by the Company will be billed as if such session took place, unless the Company provides to Advisor seven (7) days’ prior notice of the need to reschedule a session. In the event that the Company provides such seven (7) days’ prior notice then the Parties here will attempt to reschedule the session within the next thirty (30) calendar days. In the event such session cannot be rescheduled then the fees for such session, if any, will not be billed to the Customer.
6. INDEPENDENT CONTRACTOR – This Agreement shall not constitute an employer-employee relationship. It is the intention of the Parties that the Advisor shall be at all times an independent contractor of the Company and will not have authority to act as an agent of the Company.
7. NO HIRING OF ADVISORS – TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUSTOMER AGREES NOT TO HIRE ANY EMPLOYEE OF THE ADVISOR FOR A PERIOD OF TWO (2) YEARS FROM THE EFFECTIVE DATE. THE PARTIES RECOGNIZE THAT (i) ADVISOR’S REPUTATION DEPENDS ON RETAINING QUALITY, TALENTED EMPLOYEES; (ii) THE LOSS OF ANY EMPLOYEE MAY ADVERSELY IMPACT PROJECTS THE ADVISOR HAS CONTRACTED FOR; AND (III) THAT THE LOSSES TO ADVISOR’S BUSINESS AND REPUTATION ARE DIFFICULT, IF NOT IMPOSSIBLE, TO QUANTIFY. CONSEQUENTLY, THE PARTIES AGREE THAT IF CUSTOMER BREACHES THIS SECTION THAT THE CUSTOMER SHALL PAY TO ADVISOR $100,000.00 AS LIQUIDATED DAMAGES.
8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – Both Parties acknowledge that it is their policy to maintain as secret and confidential all valuable information heretofore or hereafter acquired, developed or used by each other in relation to their respective businesses (all such information is hereinafter referred to as “Confidential Information”). The Parties recognize that, by performing the services under this Agreement, one Party may acquire Confidential Information of the other Party. All such Confidential Information is the property of the owning Party and the Parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the other Party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other Party in its possession.
9. LIABILITY – In the absence of willful misconduct on the part of Advisor, the Advisor (and its officers and employees) shall not be liable to the Company (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of advice, assistance or consulting services hereunder. For the sake of clarification, this indemnification shall include claims for indirect, incidental, consequential, special or punitive damages and lost profits. Further, the Company agrees to and shall defend, indemnify and hold the Advisor harmless from and against any and all suits, claims, expenses and liability (including court costs and attorney’s fees) which may result from any activities pursuant to or in connection with this Agreement.
10. INDEMNIFICATION – The acts and statements made by a Party to any third parties are the sole responsibility of such Party who shall indemnify the other Party from such acts, statements and representations.
A. Benefit of Agreement – This Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective legal representatives, administrators, executors, successors, subsidiaries and affiliates.
B. Insolvency – Either Party may declare this Agreement immediately terminated upon the occurrence of any of the following events: (i) the other Party becomes insolvent, makes an assignment for the benefit of its creditors or has a receiver appointed over it or its assets; (ii) if bankruptcy or insolvency proceedings are commenced against the other Party; or (iv) if the other Party is liquidated, dissolved or ceases operations.
C. Promotional Rights – Advisor may list the Company as one of its clients on its webpage or in other marketing materials.
D. Governing Law – This Agreement shall be governed by the laws of the State of Illinois, without any application of the principles of conflicts of laws. Any dispute regarding this Agreement shall be resolved in State Circuit Court of Cook County. The prevailing Party to such litigation, as determined by the court, shall be entitled to recoup their attorneys’ fees and court costs from the non-prevailing Party.
E. Assignment – Neither Party may assign this Agreement with the written permission of the other Party.
F. Severability – In the event of the invalidity or unenforceability of any provision of this Agreement, such invalidity shall not affect the validity of the other provisions hereof.
G. Modification – This Agreement can be modified only in writing signed by both Parties hereto.
H. Continuing Effect – Sections 3, 6, 7, 8, 9 and 10 shall survive termination of this Agreement for an indefinite period.
I. Entire Agreement – These Terms & Conditions together with the Order, constitute the entire agreement between the Parties and no promises, guarantees or inducements have been made regarding the provision of any services, other than as contained in these Terms & Conditions and the Order.