Terms of Service

2.1 Scope of Work (SOW):

All deliverables, milestones, and services will be defined in a Statement of Work (SOW), Proposal, or Managed Service Agreement agreed upon by both parties.

2.2 Exclusions:

Any services not explicitly stated in the SOW are excluded and will require a Change Order (see Section 9).

2.3 Nature of Services:

The Client acknowledges that GTM engineering and revenue operations work is inherently iterative, subject to evolving business requirements, and may involve dependencies on third-party platforms, APIs, and tools outside the Company's control.

3.1 Term:

This Agreement shall remain in effect until services are completed or terminated by either party under Section 3.2.

3.2 Termination for Cause:

Either party may terminate with 14 days' written notice if the other party breaches material terms and fails to cure within that period.

3.3 Termination for Convenience:

Either party may terminate a managed service engagement with 30 days' written notice. The Company may terminate immediately if the Client engages in abusive conduct, fails to cooperate, or materially disrupts the engagement.

3.4 Effect of Termination:

All fees for work completed up to termination remain due and payable. Access to systems, automations, and infrastructure built by the Company will be transitioned according to the applicable SOW or upon full payment of outstanding balances.

4.1 Fees & Payment Terms:

All fees, payment schedules (fixed, milestone, retainer, or managed service subscription), and billing terms shall be defined in the applicable Statement of Work or Proposal.

Unless otherwise stated in writing, all invoices are due upon receipt.

4.2 Earned Fees & Non-Refundability:

The Client acknowledges that the Company allocates time, expertise, personnel, and technical resources immediately upon engagement commencement.

All payments made are non-refundable and deemed earned upon receipt, except for refunds under the performance guarantee in Section 7.1 or where required by applicable law.

4.3 Late Payments:

Late payments may incur interest at a rate of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower.

The Company may suspend work, withhold deliverables, or pause managed services until outstanding balances are paid in full.

4.4 Third-Party Costs:

The Client is responsible for all third-party fees, including but not limited to CRM licensing, API usage, data enrichment services, hosting, automation platforms, and any other tooling costs. Such costs are non-refundable and subject to the policies of the respective providers.

5.1 Client Ownership:

Upon full payment, the Client shall own rights to custom deliverables built specifically for their engagement, including CRM configurations, automation workflows, and custom reporting built on the Client's own platform accounts.

5.2 Company Retention:

Ombrik retains ownership of all pre-existing code, proprietary frameworks, templates, methodologies, playbooks, and internal tools. These may be used in future engagements without restriction.

5.3 Third-Party Components:

Certain deliverables may incorporate third-party platforms, APIs, or open-source components subject to their respective licenses. The Client accepts all associated restrictions.

6.1 Estimated Schedules:

All project timelines and delivery estimates are approximate and are not guarantees.

Delays may occur due to technical complexity, evolving requirements, third-party dependencies, or other circumstances beyond the Company's reasonable control.

6.2 Client Delays:

The Client agrees to provide timely feedback, approvals, access credentials, and required assets.

Failure to do so may result in timeline extensions and additional costs. The Company shall not be responsible for delays caused by Client inaction.

6.3 Managed Service Delivery:

For ongoing managed service engagements, delivery is continuous. Performance metrics, reporting cadences, and optimization cycles will be defined in the applicable SOW.

7.1 $1,000,000 Guarantee:

Every Ombrik engagement is backed by a contractual performance guarantee. If we cannot show measurable, positive ROI, we refund every dollar invested, up to $1,000,000.

7.2 Disclaimer of Warranties:

Except as expressly stated, all services and deliverables are provided on an "as is" basis. To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory.

8.1 Access & Assets:

The Client must provide timely access to systems, platforms, credentials, data, and personnel required for service delivery.

8.2 Feedback & Approvals:

The Client agrees to provide prompt feedback, approvals, and strategic direction as required.

8.3 Data Accuracy:

The Client is responsible for the accuracy of data, content, and business information provided to the Company.

9.1 Scope Changes:

Any requests beyond the agreed scope must be submitted in writing and are subject to additional costs and timeline adjustments.

9.2 Change Orders:

Additional work will be billed at the Company's then-current rates unless otherwise agreed.

10.1 Confidential Information:

Both parties shall protect confidential information shared during the engagement, including but not limited to business strategies, customer data, revenue figures, system architectures, and proprietary methodologies.

10.2 Survival:

This obligation shall survive termination of the Agreement for a period of two (2) years.

11.1 By Client:

The Client shall indemnify and hold harmless Ombrik against any claims, damages, or losses arising from:

• Client-provided content, data, or assets
• Misuse of deliverables or systems by the Client or third parties
• Violations of applicable laws or regulations in the Client's use of the deliverables

12.1 Maximum Liability:

Except for refunds under the performance guarantee in Section 7.1, the Company's total liability shall not exceed fees paid by the Client in the 3 months prior to the claim. Nothing in this Section 12 limits the performance guarantee in Section 7.1.

12.2 No Consequential Damages:

The Company shall not be liable for indirect, incidental, or consequential damages, including lost profits, lost revenue, business interruptions, or data loss.

12.3 Third-Party Dependencies:

The Company shall not be responsible for failures caused by third-party CRMs, APIs, platforms, enrichment providers, or services (e.g., HubSpot, Salesforce, Apollo, Clay, Stripe).

17.1 Good Faith Resolution:

Parties shall first attempt to resolve disputes informally through good-faith negotiation.

17.2 Arbitration:

If unresolved, disputes shall be settled by binding arbitration in the United States. The Client waives the right to jury trials or class actions.

17.3 Governing Law:

This Agreement shall be governed by the laws of the United States and the State of Wyoming.