Scope of Work · Terms · Conditions
Updated August 17, 2023
This agreement is dated and in effect as of date of submission of this form, between you / your company hereafter referred to as "Client" and CustomerBloom hereafter referred to as "Consultant".
This agreement is with respect to the Client’s marketing services, hereinafter referred to as the "Work" or “Project.”
Whereas, Consultant is a professional marketing agency of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree to all terms and conditions on this page.
Scope of Work
This contract and the agreed-upon fee is based on the items stated below.
After signing up on this agreement, if you have any changes to the following items listed below, or request additional items, it will result in a Change Request. Please see the ‘Change Requests’ section for how change requests will be handled.
PROFITENGINES SOFTWARE
Conversations Feature
2-way Email and SMS communication with leads
Email/phone/SMS fees apply
Calendars / Online Scheduling Feature
Setup includes integration of 1 calendar, where possible (Google)
Customization and updates completed during initial training if requested
Sites Feature
1 special offer landing page template pre-built
Customization and updates completed during initial training if requested
Forms Feature
1 special offer form pre-built
Customization and updates completed during initial training if requested
Opportunities Feature
Setup of 1 pipeline for leads
Customization and updates completed during initial training if requested
Social Media Planner Feature
Account integration completed during initial training if requested
Email Marketing Feature
Include 1 email template
Customization and updates completed during initial training if requested
Email/SMS Templates Feature
Template for email and SMS included
Customization and updates completed during initial training if requested
Campaigns Feature
1 New Lead automation template
Pre-built template included
Customization and updates completed during initial training if requested
1 No Show Automated Communication Sequence
Pre-built template included
Customization and updates completed during initial training if requested
1 Long-term Nurture automation
Pre-built template included
Customization and updates completed during initial training if requested
Workflows / Automations Feature
1 New lead automation
1 Booking automation (if requested)
Reputation Management
Pre-built template included
Integration with Google My Business
Customization and updates completed during initial training if requested
Call Tracking / Recording
1 Call Tracking phone number setup
Customization and updates completed during initial training if requested
Reporting System
Setup and integration for scope items if requested
Contract Terms & Conditions
The First payment is the setup fee and is non-refundable.
Client is responsible for self-canceling their account via ProfitEngines.
Client agrees that there are absolutely no refunds for services rendered.
ADD-ON FEES:
$199/mo for each additional location
$15/lead Lead Management Services OR $2500/mo Flat Rate dedicated VA
ALL ACCOUNTS ARE RESPONSIBLE FOR THIRD-PARTY FEES, PROPER ACCOUNT REGISTRATION, AND REGULATION COMPLIANCE FOR BUT NOT LIMITED TO PHONE, SMS, EMAIL
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30-day cancellation notice required on ALL ACCOUNTS - NO EXCEPTIONS
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Delays and issues from the client side will not change agreed upon billing as stated above in the 'Payment' section
Delays due to lack of timely response from client (you), lack of account access and proper permissions, restricted or banned accounts, extended review/change/approval processes, lack of viable credit card payment (for our billing or for ad billing), will not cause delay or pause in Consultant billing or fees.Monthly fees will continue until Client explicitly Pauses (fee) or Cancels account.
If you do NOT complete your Intake Form, schedule a kick-off call, or provide the proper account access your billing will continue to run on a monthly basis regardless of setup status.
It is YOUR responsibility to provide timely information and account access to expedite setup and launch.
Consider it your incentive to respond in a timely manner, provide account access as soon as possible, and not delay launching due to numerous reviews / changes / approval rounds.
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Monthly fee does not include monthly ad spend to be paid by client directly to Google, Facebook, Youtube, etc.
CLIENT IS RESPONSIBLE FOR ALL AD COSTSTHESE ARE SEPARATE THAN THE MARKETING FEES PAID TO SETUP, MANAGE, AND OPTIMIZE YOUR ACCOUNT
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It is agreed that Client will pay a total project fee as stated above with the first payment due immediately upon the signing of this agreement.
Failure to pay the above-stated amounts on the agreed dates will result in the balance amount to accrue an interest of 10% per month and that the collection of all fees and costs incurred by Consultant to retrieve the balance owed will be added to the total amount owed by the Client including reasonable attorney’s fees.
If the contract is not canceled or renewed prior to the next billing date then this contract will automatically renew each month until a written cancelation or pause notice has been received by Consultant or a new agreement between both parties is signed. In the event of non-payment, Consultant has the option to cancel account if overdue by more than 14 days and Client will be liable for unpaid balance.
Website hosting fees are not included in the monthly payment amount stated above, if there are website hosting fees they will be added as a separate line item on the invoice each month.
Website maintenance and technical support are not included in the monthly payment, any requests for website maintenance or technical support will be billed based on Consultant’s standard hourly rate.
Client agrees to pay Consultant’s standard rate of $125 per hour for additional work outside of the original scope of this document.
Absolutely no refunds will be given for services rendered.
LEAD MANAGEMENT SERVICES
Includes up to 6 touchpoints per lead (calls, text, email)
Initial lead contact will generally be within 1 business day from time new lead comes in, during standard Consultant business hours of Monday-Friday 9am-5pm Eastern Time
Leads that come in over the weekend will be handled on a first come, first served basis starting on the following business day (typically Monday unless a US Federal Holiday)
Additional touchpoints will be in increments of 1-2 touchpoints per day
Client can listen to recorded calls and track/verify call center progress on ProfitEngines software
Its allowed and encouraged for the Client to call leads that have been scheduled for a consultation to confirm appointment
Once an appointment is scheduled, additional appointment confirmations are NOT covered by Consultant services with the exception of automated notifications via the ProfitEngines system
Its allowed and encouraged to notify Consultant of no shows of booked appointments for reschedule nurturing
Client can request custom messaging of automated nurtures as needed
Client can provide pre-qualification questions to be sent as an automation to leads and will be responsible for managing responses
Client can provide pre-appointment paperwork (ex. Medical history) to be sent via automation to booked leads
Client can provide outside EHR for booking purposes,
Consultant can book on EHR and/or ProfitEngines
Client can request email notifications for all new appointment bookings
Double nurturing is not allowed - if Client is contacting a lead, Consultant will cease contact with lead so as to not double contact them
If a lead is claimed/assigned to Client staff within ProfitEngines, the lead will no longer be nurtured by Consultant
Lead will not be contacted by Client outside of ProfitEngines during nurture cycle
Additional points of contact will be considered a Change Request and billed based on Consultants standard hourly rate
CHANGE REQUESTS
Any requests made after the signing of this agreement that are not explicitly included in the ‘Project Scope’ section will be considered a Change Request. All such requests must be in writing. Additional services which are expressly referenced as Change Requests in the Project Scope will also be considered Change Requests.
Change Requests will require additional production time and additional fees.
It is the client’s responsibility to ensure that all requests made during this project are within the Project Scope stated above before being sent to Consultant.
All requests sent to Consultant that are outside of the Project Scope will be assumed to be approved by Client and that Consultant is authorized to proceed with requested changes unless there is a request for quote at the time of submitting the change request.
For requested projects that are outside of the Project Scope and for which a quote has been requested, such project will be placed on hold until a quote has been provided to the Client and the Client has approved or rejected the changes and estimated additional fees in writing. This does not include additional services for which fees are expressly referenced in the Project Scope.
Requests that are outside of the Project Scope will be billed at the standard hourly rate at the time of request and invoiced for actual time spent to complete the request.
REPUTATION MANAGEMENT
Consultant is not responsible for any reviews generated on the Client website nor any other review websites that may have a profile of the Client.
Fully automated review outreach requires the client to be using an online scheduling application or an internal CRM that has an existing Zapier integration available, otherwise, customer/patient emails will need to be manually entered into the system by the client
PERMISSIONS & RELEASES
The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
The Client hereby releases and forever discharges Consultant, their agents, employees, successors and assigns, and their respective heirs, personal representatives, affiliates, successors and assigns and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, whether known or unknown, fixed or contingent, which Client may now have or may hereafter have or claim to have, as a result of or in any way relating to project outlined in the Project Scope.
It is understood and agreed that this release contains the entire agreement between the parties and that the terms of this agreement are contractual and not merely a recital. Furthermore, this contract and release shall be binding upon the undersigned, and his respective heirs, executors, administrators, personal representatives, successors and assigns.
In no event shall Consultant or its sub-consultants of any tier be liable in contract, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power.
This release shall be subject to and governed by the laws of the State of New Jersey.
ACCOUNT HOLD / PAUSE PLAN
In the event that the Client puts the account on hold, there is a 20% pause fee with a minimum fee of $250 per month that the account is on hold in order to maintain their services and assets
Written notice MUST be received specifically requesting that the account is put on hold or on Pause Plan
The Pause Plan will kick in at the next billing date and will not retroactively affect the current billing period
No activity will be performed on the account during the account hold or Pause Plan
In the event the client requests activity to continue, this will be considered a request to remove the account from the Pause Plan and to continue billing at the regular monthly rate that the account was at prior to the Pause Plan, effective on the date activity is requested
If the account is on hold for more than 6 months, it will be considered a cancellation and account services will be shut down and assets will be permanently deleted
Absolutely no refunds for any Pause Plan fees
TERMINATION / CANCELLATION
Either party may terminate this Agreement by giving 30 days written notice to the other of such termination.
In the event that Work is terminated at the request of the Client, Consultant shall have the right to invoice the Client for the remaining balance of the contract for the remaining monthly fees to complete the full term, while reserving all rights under this Agreement.
If additional payment is due or there are any open invoices, they shall be payable within 30 days of the Client's written notification to stop work.
In the event of termination, the Client shall also pay any expenses incurred by Consultant.
The Client shall assume responsibility for all collection and legal fees necessitated by default in payment.
Refunds will not be issued if Client decides to stop using the Service before the end of the current paid term.
Consultant has no obligation to provide Customer Information to Customer upon termination of the Customer Agreement.
AUTHORIZATION
Unless specified otherwise, Client authorizes Consultant permission to access and use platforms on their behalf.
Having rights to the accounts, Consultant may manage accounts, reset passwords, view account’s usage and profile data, including how and when account is used, and read or store content in account, including electronic communications, contact lists and other information.
Consultant will exercise best practices in regards to account access and security but will not be liable for Client’s account due to hacking or if the account is compromised in any way.
CONFIDENTIALITY
The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that
is already known to the party to which it is disclosed;
is or becomes part of the public domain without breach of this Agreement;
is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
RESERVATION OF RIGHTS
All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials.
RELATIONSHIP
The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party.
Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
Client and Consultant acknowledge that Consultant is permitted to work for any other clients at any time without Client’s consent and / or permission.
Client can provide guideline dates (if applicable) to Consultant but will not control or otherwise dictate when any work must be performed.
ASSIGNMENT OF WORK
Consultant reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
PROMOTIONAL USE
Consultant retains the right to use the project and images of the project as deemed fit for promotional and marketing purposes
ACCOUNT CHANGES / ADJUSTMENTS
Client agrees not to meddle, adjust, update, or change any ads, campaigns, landing pages, analytics, or any other item that the Consultant is using in regards to the project scope.
If the client meddles with accounts, adjusts settings, updates ad campaigns, or any other changes on accounts, campaigns, websites, landing pages, or any other item Consultant is managing under this contract, it WILL result in billable hours - with a minimum fine of $250 per occurrence - for the Consultant to update the items as needed
THIRD PARTY FEES
Unless fees are expressly stated as covered under this agreement, Client is responsible for all third-party fees
PROFESSIONAL CONDUCT
Client shall at all times conduct themselves in a professional manner. Unprofessional conduct, as determined by the Consultant, by the client will not be tolerated and will result in immediate termination at the sole discretion of the Consultant.
NON DISPARAGEMENT
Client agrees that during the term of this contract and after the termination or abandonment of this contract, Client shall not make any disparaging remarks about the Consultant.
For the purpose of this contract, the term disparage includes without limitation posts, comments or statements made in any matter or medium about the party that would adversely affect any manner of the Consultant’s business, it’s reputation, it’s employees or contractors.
PREVIOUS AGREEMENTS
This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Consultant and Client with respect to the subject matter hereof.
All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.
The Consultant and the Client agree that the Project Scope stated above is the full and complete scope of work and that nothing else is owing to the Client under this agreement.
GOVERNING LAW & VENUE
This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
Venue for any court proceedings arising out of this agreement shall be proper only in Passaic County, New Jersey.
DISPUTE RESOLUTION
The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of New Jersey.
Client agrees not to chargeback any fees prior to utilizing the Dispute Resolution guidelines provided and agreed to as stated here.
The Consultant and Client agree that any controversy or claim arising out of or relating to this Agreement in any way, shall be finally settled by binding arbitration, employing a neutral arbitrator, and administered by the American Arbitration Association (“AAA”).
The arbitration will be conducted in New Jersey. The parties each waive their rights to trial by jury, in exchange for arbitration. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment upon any award rendered in an arbitration proceeding may be entered in any court having jurisdiction of the matter.
The Client agrees to immediately notify the Consultant of any subpoena the Client may receive in connection with any action by any third party concerning the Consultant.
By entering into this contract and entering into the arbitration provisions of this Paragraph, THE CLIENT AND THE CONSULTANT EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.
FORCE MAJEURE
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.
The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, hacking, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
