Terms of Service
Effective date: January 25, 2026
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These Master Terms of Service ("Terms") govern all services provided by ABM Sidekick ("Consultant," "we," or "us") to the client identified in the applicable Statement of Work ("Client" or "you"). By signing a Statement of Work that references these Terms, Client agrees to be bound by these Terms.
1. Definitions
"Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to business strategies, customer data, pipeline information, pricing, technical data, and trade secrets.
"Deliverables" means the work product specifically identified in a Statement of Work, including but not limited to playbooks, event plans, program frameworks, reports, and other materials created for Client.
"Services" means the consulting, marketing, and event services described in the applicable Statement of Work.
"Statement of Work" or "SOW" means a written document signed by both parties that describes the specific Services, Deliverables, timeline, and fees for an engagement, and incorporates these Terms by reference.
"Consultant Materials" means Consultant's pre-existing methodologies, frameworks, templates, tools, know-how, and general expertise, including any improvements thereto developed during an engagement.
2. Services
2.1 Scope
Consultant will provide the Services described in each SOW. Services may include ABM program development, playbook and campaign creation, event planning and management, and related marketing consulting. The specific scope, deliverables, and timeline for each engagement will be set forth in the applicable SOW.
2.2 Changes to Scope
Either party may request changes to the scope of Services. Any material change to scope, timeline, or fees must be agreed upon in writing by both parties before implementation. Consultant is not obligated to perform work outside the agreed scope without a written change order or amended SOW.
2.3 Client Cooperation
Client agrees to provide timely access to information, personnel, systems, and resources reasonably necessary for Consultant to perform the Services. Client acknowledges that delays caused by Client's failure to provide such access may impact project timelines and will not reduce fees owed to Consultant.
3. Fees and Payment
3.1 Fees
Client agrees to pay the fees specified in each SOW. Consultant's standard rates are as follows, unless otherwise specified in the SOW: (a) Hourly rate: $175 per hour; (b) Minimum project engagement: $2,500 or 15 hours, whichever is greater; (c) Minimum monthly retainer: $3,500 per month with a 90-day minimum term; (d) Event services: Per the fee schedule provided at time of engagement.
3.2 Payment Terms
For Project-Based Engagements: 50% of the total project fee is due upon execution of the SOW. The remaining 50% is due upon completion of the project.
For Retainer Engagements: The first month's retainer is due upon execution of the SOW. Subsequent monthly payments are due Net 15 from invoice date.
For Event Engagements: 50% of the service fee is due upon execution of the SOW. The remaining 50% is due no later than fourteen (14) days prior to the event date. Day rates for onsite services and travel expenses are invoiced after the event and due Net 15 from invoice date.
3.3 Expenses
Client will reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, and per diem as specified in the SOW. Expenses will be invoiced with supporting documentation and are due Net 15 from invoice date.
3.4 Late Payment
Invoices not paid within the specified payment terms will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid in full. If any invoice remains unpaid for more than fourteen (14) days past due, Consultant may, upon written notice to Client: (a) suspend performance of Services until all outstanding amounts are paid; and (b) withhold delivery of any Deliverables until payment is received. Consultant's exercise of these remedies does not waive Client's obligation to pay all amounts owed.
4. Term and Termination
4.1 Term
These Terms remain in effect for the duration of all active SOWs between the parties. Each SOW will specify its own term or project timeline.
4.2 Termination of Retainer Engagements
Either party may terminate a retainer engagement by providing thirty (30) days written notice to the other party. Upon termination, Client will pay for all Services rendered through the effective date of termination.
4.3 Termination of Project Engagements
Either party may terminate a project engagement for cause (material breach) by providing seven (7) days written notice, during which period the breaching party may cure the breach. If Client terminates a project engagement without cause, Client will pay Consultant for all work completed to date plus twenty-five percent (25%) of the remaining contract value. If Consultant terminates without cause, Consultant will refund any prepaid fees for Services not yet rendered.
4.4 Effect of Termination
Upon termination of any engagement: (a) Client will pay all amounts owed for Services performed; (b) each party will return or destroy the other party's Confidential Information upon request; (c) the provisions of these Terms that by their nature should survive termination will survive, including Sections 5, 6, 7, 8, 9, 10, and 12.
5. Intellectual Property
5.1 Client Ownership of Deliverables
Upon full payment, Client will own all right, title, and interest in and to the Deliverables specifically created for Client under each SOW. Consultant hereby assigns to Client all intellectual property rights in such Deliverables.
5.2 Consultant Retention of Materials
Notwithstanding Section 5.1, Consultant retains all right, title, and interest in and to the Consultant Materials. To the extent any Consultant Materials are incorporated into Deliverables, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use such Consultant Materials solely as part of the Deliverables. Consultant may use generalized knowledge, skills, and experience gained during the engagement, and may reuse methodologies, frameworks, and templates (excluding Client's Confidential Information) for other clients.
5.3 Client Materials
Client retains all rights in materials, data, and information provided to Consultant. Client grants Consultant a limited license to use such materials solely for the purpose of performing the Services.
6. Confidentiality
6.1 Confidentiality Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective as these Terms; (c) use Confidential Information only for the purposes of performing or receiving the Services; and (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.
6.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.
6.3 Required Disclosure
A party may disclose Confidential Information if required by law, regulation, or court order, provided the party gives prompt notice (where permitted) and cooperates with efforts to obtain protective treatment.
7. Data Handling and Security
7.1 System Access
Where Services require access to Client's systems (including but not limited to CRM, marketing automation, and ABM platforms), Client will provision appropriate credentials and access levels for Consultant. Client is responsible for timely provisioning and de-provisioning of such access and for maintaining the security of its own systems and data environment.
7.2 Data Handling
Consultant will handle Client data in accordance with reasonable security practices. Where Consultant accesses or processes Client data outside of Client's systems, Consultant will: (a) use such data only for the purpose of performing the Services; (b) maintain reasonable administrative, technical, and physical safeguards; and (c) return or securely delete Client data upon termination of the engagement or upon Client's written request.
7.3 Compliance
Consultant will comply with Client's reasonable written security policies provided to Consultant in advance. Client remains responsible for its own compliance with applicable data protection laws and regulations. Consultant is not a "data processor" under GDPR or similar laws unless expressly agreed in writing.
8. Event Services (Additional Terms)
The following additional terms apply to event planning and management services:
8.1 Event Cancellation by Client
If Client cancels an event for any reason other than Force Majeure, Client will pay Consultant for all work completed to date, including the non-refundable deposit. If cancellation occurs within thirty (30) days of the event date, Client will also pay an additional cancellation fee equal to 25% of the remaining unpaid service fee.
8.2 Event Postponement
If an event is postponed to a new date within ninety (90) days, work completed to date will be applied to the rescheduled event at no additional planning fee, provided the scope remains substantially the same. If the postponed event requires material changes to scope, venue, or format, the parties will negotiate an amended SOW. If the event is not rescheduled within ninety (90) days, it will be treated as a cancellation.
8.3 Force Majeure Events
If an event cannot proceed due to Force Majeure (as defined in Section 11), neither party will be liable for non-performance. However, Client will pay Consultant for all planning work completed to date. Consultant will use reasonable efforts to assist with rescheduling if requested.
8.4 Client Responsibilities for Events
Client is responsible for: (a) providing accurate venue, date, and logistical information; (b) securing all necessary permits, venue contracts, and vendor agreements (Client will sign all vendor and venue contracts directly unless otherwise agreed in writing); (c) ensuring Consultant has necessary access and credentials for event locations; and (d) timely review and approval of event plans and materials. Consultant is not liable for event failures or complications resulting from inaccurate information or delayed approvals provided by Client.
8.5 Vendor and Venue Liability
Consultant may recommend, source, and coordinate with third-party vendors and venues on Client's behalf. However, Consultant is not liable for the acts, omissions, failures, or negligence of any third-party vendor, venue, or supplier. Client's sole remedy for vendor non-performance is against the vendor directly.
8.6 Additional Onsite Services
The SOW will specify the scope of Consultant's onsite responsibilities, if any. Requests for additional onsite services not included in the SOW may be accepted or declined at Consultant's sole discretion. If accepted, additional services will be billed at Consultant's then-current day rate, prorated for partial days, plus any incremental expenses.
8.7 Insurance
Consultant maintains general liability insurance coverage. For events with a total budget exceeding $75,000, Consultant will obtain enhanced coverage as specified in the SOW, with associated costs included in the Base Project Fee. Client agrees to maintain its own event liability insurance and, upon request, will name Consultant as an additional insured for the duration of the event.
9. Representations and Warranties
9.1 Consultant Warranties
Consultant represents and warrants that: (a) Consultant has the right and authority to enter into these Terms and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) the Deliverables will not, to Consultant's knowledge, infringe any third party's intellectual property rights.
9.2 Client Warranties
Client represents and warrants that: (a) Client has the right and authority to enter into these Terms; (b) Client has all necessary rights to provide materials and data to Consultant for use in the Services; and (c) Client's use of the Deliverables will comply with applicable laws.
9.3 Disclaimer of Guarantees
CONSULTANT DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULTS, INCLUDING BUT NOT LIMITED TO EVENT ATTENDANCE, PIPELINE GENERATION, LEAD CONVERSION, OR REVENUE. PAST PERFORMANCE EXAMPLES AND CASE STUDIES ARE ILLUSTRATIVE ONLY AND NOT PREDICTIVE OF FUTURE RESULTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Cap on Liability
EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. Indemnification
11.1 Indemnification by Consultant
Consultant will indemnify, defend, and hold harmless Client from and against any third-party claims arising from: (a) Consultant's gross negligence or willful misconduct; or (b) any claim that Deliverables created solely by Consultant infringe a third party's intellectual property rights.
11.2 Indemnification by Client
Client will indemnify, defend, and hold harmless Consultant from and against any third-party claims arising from: (a) Client's materials or data provided to Consultant; (b) Client's use of the Deliverables; (c) any event-related claims including but not limited to attendee injuries, vendor disputes, or property damage (except to the extent caused by Consultant's gross negligence); or (d) Client's breach of these Terms.
12. Force Majeure
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, government actions, power failures, or internet outages ("Force Majeure"). The affected party will provide prompt notice and use reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than sixty (60) days, either party may terminate the affected SOW without liability, except for payment of fees for Services already rendered.
13. Independent Contractor Status
Consultant is an independent contractor, not an employee, partner, or agent of Client. Consultant retains sole control over the methods, techniques, and procedures for performing the Services, subject to Client's general direction regarding desired outcomes. Consultant may provide services to other clients during the term of any engagement. Consultant is solely responsible for all taxes, insurance, and benefits related to Consultant's business. Nothing in these Terms creates an employment relationship, and Consultant will not be eligible for any employee benefits from Client. This Section is intended to ensure compliance with California Labor Code and applicable independent contractor laws.
14. General Provisions
14.1 Governing Law
These Terms and any SOW will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action arising under these Terms will be brought exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to personal jurisdiction in such courts.
14.2 Entire Agreement
These Terms, together with each SOW that incorporates them, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications. In the event of a conflict between these Terms and an SOW, the SOW will control with respect to that specific engagement.
14.3 Amendment
These Terms may be updated by Consultant from time to time. The version in effect at the time an SOW is signed will govern that engagement. Material changes to Terms will not apply retroactively to existing SOWs without written agreement of both parties.
14.4 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
14.5 Waiver
No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right will constitute a waiver of that right.
14.6 Assignment
Neither party may assign these Terms or any SOW without the other party's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.
14.7 Notices
All notices under these Terms will be in writing and sent to the addresses specified in the applicable SOW. Notices may be delivered by email (with confirmation of receipt), certified mail, or overnight courier, and will be effective upon receipt.
14.8 Attorney's Fees
In any action to enforce these Terms, the prevailing party will be entitled to recover its reasonable attorney's fees and costs from the other party.
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These Terms of Service are incorporated by reference into each Statement of Work executed between ABM Sidekick and Client. By signing a Statement of Work, Client acknowledges that it has read, understands, and agrees to be bound by these Terms.
ABM Sidekick
www.abmsidekick.com/terms
Questions? Contact: info@abmsidekick.com