Terms & Conditions.
A warm welcome to KV Impact Consulting LLC and thank you for choosing us.
1. The Parties.
These Terms & Conditions (“T&Cs”) confirm the basis on which KV Impact Consulting LLC, whose registered office is 9900 Spectrum Drive, Austin, TX 78717 (referred to in these T&Cs as ‘KV Impact’ or ‘us’ or ‘we’ or ‘our’) will provide Services to you, referred to in these T&Cs as ‘Client’ or ‘you’ or ‘your’) in order for us both to have a clear understanding of our respective responsibilities. KV Impact and the Client are individually the ‘Party’ and collectively the ‘Parties’ to these T&Cs.
2. Services.
The Client hereby agrees to engage KV Impact to provide you with the services (the ‘Services’) as detailed in the Quotation you will receive separately.
The Services will also include any other services which the Parties may agree on.
3. Term.
The term of these T&Cs (the ‘Term’) will begin on the date you sign the Quotation and will remain in full force and effect until completion of the Services.
4. Payment.
In consideration for the Services provided, KV Impact shall be paid (“Payment”) in accordance with the Quotation.
5. Retainer.
The Client may be required to pay a retainer as part of these T&Cs.
6. Expenses.
KV Impact shall be responsible for all expenses related to providing the Services under these T&Cs except any "out-of-pocket" expenses. Out-of-pocket expenses are considered to be an expense that requires us to pay a third (3rd) party as a direct or indirect result of providing the Services. However, we will be required to pay for their internal expenses which includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by us. Client agrees to pay us within fourteen (14) days of receiving notice of any expense directly associated with the Services. Upon request by the Client, we may have to show receipt(s) or proof(s) of purchase for said expense. Client must approve any out of pocket expenses in writing before KV Impact incurs said out of pocket expenses.
7. Termination Clause.
Either Party may terminate these T&Cs at any time with notice of at least 28 Day(s) notice by written notice via first class mail or electronic mail.
8. Return of Records.
Upon termination of these T&Cs, we shall deliver all records, notes, and data of any nature that are in our possession or under our control and that are of the Client's property or relate to Client's business.
9. Disputes.
If any dispute arises under these T&Cs, both Parties shall negotiate in good faith to settle such dispute. If the Parties cannot resolve such dispute themselves, then either Party may submit the dispute to mediation by a mediator approved by both Parties. If the Parties cannot agree with any mediator or if either Party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either Party. If either Party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation. The jurisdiction for any dispute shall be administered and decided upon the Client.
10. Liability Insurance.
KV Impact agrees to bear all responsibility for the actions related to themselves and their employees or personnel under these T&Cs. In addition, we agree to obtain comprehensive liability insurance coverage in case of bodily injury, personal injury, property damage, contractual liability, and cross-liability. In addition, we shall be required to have liability insurance equal to a single-limit of $1,000,000.00.
11. Legal Notice.
All notices required or permitted under these T&Cs shall be in writing and shall be deemed delivered when delivered in-person or deposited in the United States Postal Service via Certified Mail with return receipt.
12. Non-Compete.
During the term of these T&Cs, and for the maximum term allowed under State and Federal laws following its termination, we shall not engage in any activity that would compete in any way whatsoever with the activities of the Client in which we were or are involved, or where we gained confidential or sensitive information of the Client, directly or indirectly through the delivery of the Services. For further clarity, this section is to be geographically limited to areas and locations that the Client operates and conducts its business activity.
13. Non-Solicitation.
During the term of these T&Cs, and for the maximum term allowed under State and Federal laws following its termination (“Solicitation Period”), we shall not, without the written consent of the Client, directly or indirectly, solicit or attempt to solicit any person who was:
a. A customer of the Client as of the date of these T&Cs was terminated;
b. A customer of the Client at any time within the Solicitation Period immediately before the date of the termination of these T&Cs;
c. Solicited as a prospective customer by the Client at any time during the provision of Services under these T&Cs, should KV Impact have had knowledge of this pursuit; or,
d. An employee or contractor of the Client as of the date these T&Cs was terminated or within the one-year period immediately before the date of the termination of these T&Cs.
14. Waiver of Contractual Right.
The failure of either Party to enforce any provision of these T&Cs shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of these T&Cs.
15. Independent Contractor Status.
KV Impact, under the code of the Internal Revenue (IRS), is an independent contractor and neither our employees or contract personnel are, or shall be deemed, the Client's employees. In its capacity as an independent contractor, KV Impact agrees and represents:
a. We have the right to perform Services for others during the term of these T&Cs;
b. We have the sole right to control and direct the means, manner, and method by which the Services required under these T&Cs will be performed; we shall select the routes taken, starting and ending times, days of work, and order the work that performed;
c. We have the right to hire assistant(s) as subcontractors or to use employees to provide the Services under these T&Cs.
d. No KV Impact employees or personnel shall be required to wear any uniforms provided by the Client;
e. The Services required by these T&Cs shall be performed by our employees or personnel, and the Client will not hire, supervise, or pay assistants to help us;
f. No KV Impact employees or personnel shall receive any training from the Client for the professional skills necessary to perform the Services required by these T&Cs; and
g. No KV Impact employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by these T&Cs.
16. State and Federal Licenses.
We represent and warrant that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under these T&Cs.
17. Payment of Taxes.
Under these T&Cs, the Client shall not be responsible for:
a. Withholding FICA, Medicare, Social Security, or any other Federal or State withholding taxes from KV Impact payments to employees or personnel or make payments on our behalf;
b. Making Federal and/or State unemployment compensation contributions on our behalf; and
c. Making payments of taxes incurred while performing the Services under these T&Cs, including all applicable income taxes and, if KV Impact is not a business entity, all applicable self-employment taxes. Upon demand, we shall provide the Client with proof that such payments have been made.
18. Employees' Compensation.
KV impact shall be solely responsible for the following:
a. Employee Benefits. We understand and agree that we are solely responsible and shall be liable to all benefits that are provided to our employees including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
b. Unemployment Compensation. We shall be solely responsible for the unemployment compensation payments on behalf of our employees and personnel. We shall not be entitled to unemployment compensation with the Services performed under these T&Cs.
c. Workers’ Compensation. We shall be responsible for providing all workers' compensation insurance on behalf of our employees. If we hire employees to perform any work under these T&Cs, we agree to grant workers' compensation coverage to the extent required by law. Upon request by the Client, we must provide certificates proving workers' compensation insurance at any time during the performance of the Services.
19. Indemnity.
We shall release, defend, indemnify, and hold harmless the Client and its officers, agents, and employees from all suits, actions, or claims of any character, name, or description including reasonable attorney fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of services provided under these T&Cs or our failure to perform or comply with any requirements of these T&Cs including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary rights. Client reserves the right to retain whatever funds which would be due to us under these T&Cs until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished.
20. Confidentiality & Proprietary Information.
KV Impact acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to us in order for us to perform our duties under these T&Cs. We acknowledge that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, we will not disclose or use, either during or after the term of these T&Cs, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf.
Proprietary or confidential information includes, but is not limited to:
a. The written, printed, graphic, or electronically recorded materials furnished by Client for our use;
b. Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and
c. Information belonging to customers and suppliers of the Client about whom we gained knowledge as a result of our Services to the Client.
Upon termination of our Services to the Client, or at the Client's request, we shall deliver all materials to the Client in our possession relating to the Client's business. We acknowledge any breach or threatened breach of confidentiality under these T&Cs will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
Furthermore, proprietary information, under these T&Cs, shall include:
a. The product of all work performed under these T&Cs ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and we hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. We retain no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product;
b. We hereby assign to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during our work for you, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and
c. The Client will be entitled to use our name and/or likeness in advertising and other materials.
21. Assignment and Delegation.
KV Impact may assign rights and may delegate duties under these T&Cs to other individuals or entities acting as a subcontractor ("Subcontractor"). We recognize that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
We shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to third (3rd) parties, we shall be made liable.
22. Governing Law.
These T&Cs shall be governed under the laws in the State of Texas. Jurisdiction for any claim arising under this Agreement is Bexar County, Texas.
23. Severability.
These T&Cs shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
24. Entire T&Cs.
These T&Cs, along with any attachments or addendums, represents the entire T&Cs between the parties. Therefore, these T&Cs supersedes any prior agreements, promises, conditions, or understandings between the Client and KV Impact. These T&Cs may be modified or amended if the amendment is made in writing and is signed by both parties.
You confirm your agreement to these T&Cs by signing the Quotation.