Terms of Service for Divine Acquisition
Effective Date: 1/1/25
Welcome to Divine Acquisition! These Terms of Service ("ToS") form a legally binding agreement between you ("Client," "you," or "your") and Divine Acquisition, Inc. ("we," "us," "our," or "Divine Acquisition"), a consulting firm incorporated under the laws of the State of Maryland. By engaging our consulting services ("Services"), you acknowledge that you have read, understood, and agree to be bound by these ToS. If you do not accept these terms in their entirety, you must refrain from using our Services.
1. Nature of the Services
Divine Acquisition specializes in providing expert consulting services tailored to service-based businesses. Our offerings include, but are not limited to:
Sales Infrastructure Development: Crafting and refining systems, processes, and strategies to optimize sales performance and scalability.
Client Retention Strategies: Creating customized frameworks to enhance client satisfaction, loyalty, and long-term retention.
A.I. Growth Solutions: Leveraging artificial intelligence technologies to design and implement strategies that drive business growth and efficiency.
1.1 Consultative Role
Our Services are advisory in nature, providing recommendations, strategies, and solutions based on our expertise. We do not perform operational tasks on your behalf unless expressly agreed in writing.
1.2 Limitations
The Services do not include legal, financial, accounting, tax, or other regulated professional advice. You are solely responsible for seeking qualified professionals for such matters and ensuring compliance with applicable laws and regulations.
2. Engagement and Scope of Services
2.1 Consulting Agreement
Engagement of our Services requires execution of a separate consulting agreement or engagement letter ("Consulting Agreement") between you and Divine Acquisition. The Consulting Agreement will specify:
The precise scope of work.
Deliverables to be provided.
Project timelines and milestones.
Fees and payment terms.
These ToS are incorporated by reference into every Consulting Agreement and govern the relationship unless explicitly modified in writing.
2.2 Right to Refuse or Terminate
We reserve the absolute right to refuse service to any potential client or terminate an existing engagement if:
You fail to act in good faith.
You breach these ToS or the Consulting Agreement.
Your actions pose legal, ethical, or reputational risks to Divine Acquisition.
Termination under this clause will follow the procedures outlined in Section 10.
3. Client Responsibilities
To maximize the value and effectiveness of our Services, you agree to fulfill the following obligations:
Accurate Information: Provide complete, accurate, and up-to-date information as requested by us in a timely manner.
Cooperation: Actively participate in meetings, calls, or strategy sessions as scheduled, and respond promptly to inquiries.
Payment: Remit all fees and reimbursable expenses as outlined in the Consulting Agreement.
Implementation: Execute recommended strategies or solutions as agreed, acknowledging that outcomes depend significantly on your diligence and resources.
3.1 Consequences of Non-Compliance
Failure to meet these responsibilities may result in delays, reduced quality of deliverables, or suboptimal outcomes. Divine Acquisition shall not be liable for any adverse effects stemming from your non-compliance.
4. Intellectual Property
4.1 Ownership of Deliverables
All materials, strategies, plans, reports, frameworks, or other work products ("Deliverables") developed by Divine Acquisition during the engagement remain our exclusive property unless the Consulting Agreement states otherwise. Upon your full and timely payment for the Services, we grant you:
A non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for your internal business purposes.
Restrictions: You may not reproduce, distribute, modify, sublicense, or claim ownership of the Deliverables without our prior written consent.
4.2 Pre-Existing Intellectual Property
Any methodologies, tools, templates, software, or proprietary systems owned by Divine Acquisition prior to the engagement ("Pre-Existing IP") remain our sole property. You are granted a limited, revocable, non-exclusive license to use Pre-Existing IP only as necessary to benefit from the Services during the term of the Consulting Agreement.
4.3 Client Materials
If you provide us with data, documents, intellectual property, or other materials ("Client Materials") to facilitate the Services, you:
Grant us a non-exclusive, worldwide, royalty-free license to use, modify, and reproduce Client Materials solely for the purpose of delivering the Services.
Represent and warrant that you own or have sufficient rights to provide such materials, and their use by us will not infringe any third-party rights (e.g., copyrights, trademarks, or privacy rights).
4.4 Third-Party IP
If Deliverables incorporate third-party intellectual property, you are responsible for obtaining any necessary licenses or permissions unless we agree in writing to procure them on your behalf.
5. Confidentiality
5.1 Definition
"Confidential Information" means any non-public information disclosed by either party, including but not limited to:
Business strategies, financial data, client lists, pricing models, and trade secrets.
Any information designated as confidential, whether in writing, orally, or by context.
5.2 Obligations
Both parties agree to:
Maintain the confidentiality of Confidential Information using at least the same degree of care as used for their own proprietary information (but no less than reasonable care).
Use Confidential Information only to fulfill obligations under the Consulting Agreement.
Restrict disclosure to employees, contractors, or agents with a need to know, who are bound by equivalent confidentiality obligations.
Not disclose Confidential Information to third parties without prior written consent, except as required by law.
5.3 Exceptions
Confidential Information excludes information that:
Becomes publicly available through no fault of the receiving party.
Was lawfully in the receiving party’s possession before disclosure, as evidenced by written records.
Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Is required to be disclosed by law, provided the receiving party notifies the disclosing party promptly (unless prohibited) to allow protective measures.
5.4 Security Measures
We will implement reasonable safeguards to protect your Confidential Information, but we are not liable for unauthorized access due to factors beyond our control (e.g., cyberattacks).
5.5 Duration
Confidentiality obligations persist for five (5) years following the termination or expiration of the Consulting Agreement, unless a longer period is required by law.
6. Payment Terms
6.1 Fees
Fees for our Services will be detailed in the Consulting Agreement and may consist of:
Hourly or daily rates.
Fixed project fees.
Monthly retainers.
Performance-based incentives (if applicable).
6.2 Invoicing and Payment
Invoices will be issued per the schedule in the Consulting Agreement (e.g., monthly, upon milestone completion).
Payment is due within 15 days of invoice receipt unless otherwise specified.
Acceptable payment methods include bank transfer, credit card, or other methods agreed upon in writing.
Late payments accrue interest at 1.5% per month (or the maximum rate allowed by law) on the overdue amount, calculated daily.
6.3 Expenses
You agree to reimburse us for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services (e.g., travel, software subscriptions, materials). Expense reimbursement requests will be accompanied by receipts or documentation.
6.4 Non-Payment Remedies
If payment is overdue by more than 30 days, we may:
Suspend Services until payment is received, without liability for resulting delays.
Pursue legal remedies to recover amounts owed, including collection costs and reasonable attorney fees.
7. Disclaimers
7.1 No Guarantees
We commit to delivering Services with professional skill and care, but we do not guarantee specific business outcomes, revenue increases, or performance metrics. Success depends on your implementation, market conditions, and other factors outside our control.
7.2 Scope Limitation
Our Services are not a substitute for legal, financial, or other specialized advice. You bear full responsibility for ensuring compliance with laws, regulations, and industry standards applicable to your business.
7.3 Third-Party Dependencies
If our Services incorporate third-party tools, platforms, or services (e.g., A.I. software), we are not responsible for their functionality, availability, security, or any damages arising from their use. You assume all risks associated with third-party providers.
8. Limitation of Liability
To the fullest extent permitted by law:
Divine Acquisition, its affiliates, officers, directors, employees, and agents shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, regardless of whether such damages were foreseeable.
Our aggregate liability for any claim arising from the Services shall not exceed the total fees paid by you to us under the Consulting Agreement in the twelve (12) months prior to the claim.
This limitation applies to all causes of action, including breach of contract, tort, or negligence.
9. Indemnification
You agree to indemnify, defend, and hold harmless Divine Acquisition, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising from:
Your use or misuse of the Services or Deliverables.
Your breach of these ToS or the Consulting Agreement.
Your violation of any third-party rights (e.g., intellectual property, privacy).
Any negligent, willful, or unlawful acts or omissions by you or your representatives.
9.1 Procedure
We will notify you promptly of any claim for which we seek indemnification, and you shall assume control of the defense, provided we may participate with counsel of our choosing at our expense.
10. Termination
10.1 Standard Termination
Either party may terminate the Consulting Agreement:
As specified therein (e.g., upon completion of the project).
For material breach by the other party, with 30 days’ written notice and an opportunity to cure, unless the breach is incurable.
10.2 Immediate Termination
We may terminate immediately, without prior notice, if you:
Fail to pay fees within 30 days of the due date.
Breach confidentiality (Section 5) or intellectual property (Section 4) provisions.
Engage in illegal, fraudulent, or unethical conduct that harms us or third parties.
10.3 Post-Termination Obligations
Upon termination:
You shall pay all outstanding fees for Services rendered up to the termination date.
All licenses to use Deliverables or Pre-Existing IP terminate, unless otherwise agreed.
Sections on confidentiality, intellectual property, payment, indemnification, and dispute resolution survive termination.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These ToS and the Consulting Agreement are governed by the laws of the State of Maryland, excluding its conflict of law rules.
11.2 Dispute Resolution
Disputes arising from these ToS or the Services shall be resolved through binding arbitration in Maryland, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator’s decision is final and enforceable in any court of competent jurisdiction. You waive any right to class action lawsuits or class-wide arbitration.
11.3 Injunctive Relief
Either party may seek injunctive or equitable relief in a Maryland court to prevent irreparable harm (e.g., misuse of Confidential Information or IP), without posting a bond.
12. Changes to These Terms
We may amend these ToS to reflect changes in our Services, legal requirements, or business practices. Notification of material changes will be provided via:
Posting the updated ToS on our website.
Email to the address specified in the Consulting Agreement.
Your continued use of the Services after the effective date of the revised ToS constitutes acceptance. If you reject the changes, you must terminate the Consulting Agreement and cease using the Services.
13. Miscellaneous
13.1 Entire Agreement
These ToS, the Consulting Agreement, and any referenced exhibits or schedules constitute the complete agreement between you and Divine Acquisition, superseding all prior negotiations or understandings.
13.2 Severability
If any provision of these ToS is deemed invalid or unenforceable, the remaining provisions remain effective, and the invalid provision will be reformed to the extent necessary to make it enforceable.
13.3 Waiver
No waiver of any right or breach under these ToS is effective unless in writing and signed by the waiving party. Our failure to enforce a provision does not waive future enforcement.
13.4 Force Majeure
We are not liable for delays or failures to perform due to events beyond our reasonable control (e.g., natural disasters, pandemics, government actions), provided we notify you and resume performance as soon as practicable.
13.5 Assignment
You may not assign your rights or obligations under these ToS without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or asset sale, with notice to you.
13.6 Notices
Notices must be in writing and delivered via:
Email to the addresses in the Consulting Agreement (effective upon receipt confirmation).
Certified mail or courier to the physical addresses listed therein (effective upon delivery).
Contact Us
For questions or concerns about these Terms of Service, please reach out to us at legal@divineacquisition.com
Terms of Service for Divine Acquisition
Effective Date: 1/1/25
Welcome to Divine Acquisition! These Terms of Service ("ToS") form a legally binding agreement between you ("Client," "you," or "your") and Divine Acquisition, Inc. ("we," "us," "our," or "Divine Acquisition"), a consulting firm incorporated under the laws of the State of Maryland. By engaging our consulting services ("Services"), you acknowledge that you have read, understood, and agree to be bound by these ToS. If you do not accept these terms in their entirety, you must refrain from using our Services.
1. Nature of the Services
Divine Acquisition specializes in providing expert consulting services tailored to service-based businesses. Our offerings include, but are not limited to:
Sales Infrastructure Development: Crafting and refining systems, processes, and strategies to optimize sales performance and scalability.
Client Retention Strategies: Creating customized frameworks to enhance client satisfaction, loyalty, and long-term retention.
A.I. Growth Solutions: Leveraging artificial intelligence technologies to design and implement strategies that drive business growth and efficiency.
1.1 Consultative Role
Our Services are advisory in nature, providing recommendations, strategies, and solutions based on our expertise. We do not perform operational tasks on your behalf unless expressly agreed in writing.
1.2 Limitations
The Services do not include legal, financial, accounting, tax, or other regulated professional advice. You are solely responsible for seeking qualified professionals for such matters and ensuring compliance with applicable laws and regulations.
2. Engagement and Scope of Services
2.1 Consulting Agreement
Engagement of our Services requires execution of a separate consulting agreement or engagement letter ("Consulting Agreement") between you and Divine Acquisition. The Consulting Agreement will specify:
The precise scope of work.
Deliverables to be provided.
Project timelines and milestones.
Fees and payment terms.
These ToS are incorporated by reference into every Consulting Agreement and govern the relationship unless explicitly modified in writing.
2.2 Right to Refuse or Terminate
We reserve the absolute right to refuse service to any potential client or terminate an existing engagement if:
You fail to act in good faith.
You breach these ToS or the Consulting Agreement.
Your actions pose legal, ethical, or reputational risks to Divine Acquisition.
Termination under this clause will follow the procedures outlined in Section 10.
3. Client Responsibilities
To maximize the value and effectiveness of our Services, you agree to fulfill the following obligations:
Accurate Information: Provide complete, accurate, and up-to-date information as requested by us in a timely manner.
Cooperation: Actively participate in meetings, calls, or strategy sessions as scheduled, and respond promptly to inquiries.
Payment: Remit all fees and reimbursable expenses as outlined in the Consulting Agreement.
Implementation: Execute recommended strategies or solutions as agreed, acknowledging that outcomes depend significantly on your diligence and resources.
3.1 Consequences of Non-Compliance
Failure to meet these responsibilities may result in delays, reduced quality of deliverables, or suboptimal outcomes. Divine Acquisition shall not be liable for any adverse effects stemming from your non-compliance.
4. Intellectual Property
4.1 Ownership of Deliverables
All materials, strategies, plans, reports, frameworks, or other work products ("Deliverables") developed by Divine Acquisition during the engagement remain our exclusive property unless the Consulting Agreement states otherwise. Upon your full and timely payment for the Services, we grant you:
A non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for your internal business purposes.
Restrictions: You may not reproduce, distribute, modify, sublicense, or claim ownership of the Deliverables without our prior written consent.
4.2 Pre-Existing Intellectual Property
Any methodologies, tools, templates, software, or proprietary systems owned by Divine Acquisition prior to the engagement ("Pre-Existing IP") remain our sole property. You are granted a limited, revocable, non-exclusive license to use Pre-Existing IP only as necessary to benefit from the Services during the term of the Consulting Agreement.
4.3 Client Materials
If you provide us with data, documents, intellectual property, or other materials ("Client Materials") to facilitate the Services, you:
Grant us a non-exclusive, worldwide, royalty-free license to use, modify, and reproduce Client Materials solely for the purpose of delivering the Services.
Represent and warrant that you own or have sufficient rights to provide such materials, and their use by us will not infringe any third-party rights (e.g., copyrights, trademarks, or privacy rights).
4.4 Third-Party IP
If Deliverables incorporate third-party intellectual property, you are responsible for obtaining any necessary licenses or permissions unless we agree in writing to procure them on your behalf.
5. Confidentiality
5.1 Definition
"Confidential Information" means any non-public information disclosed by either party, including but not limited to:
Business strategies, financial data, client lists, pricing models, and trade secrets.
Any information designated as confidential, whether in writing, orally, or by context.
5.2 Obligations
Both parties agree to:
Maintain the confidentiality of Confidential Information using at least the same degree of care as used for their own proprietary information (but no less than reasonable care).
Use Confidential Information only to fulfill obligations under the Consulting Agreement.
Restrict disclosure to employees, contractors, or agents with a need to know, who are bound by equivalent confidentiality obligations.
Not disclose Confidential Information to third parties without prior written consent, except as required by law.
5.3 Exceptions
Confidential Information excludes information that:
Becomes publicly available through no fault of the receiving party.
Was lawfully in the receiving party’s possession before disclosure, as evidenced by written records.
Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Is required to be disclosed by law, provided the receiving party notifies the disclosing party promptly (unless prohibited) to allow protective measures.
5.4 Security Measures
We will implement reasonable safeguards to protect your Confidential Information, but we are not liable for unauthorized access due to factors beyond our control (e.g., cyberattacks).
5.5 Duration
Confidentiality obligations persist for five (5) years following the termination or expiration of the Consulting Agreement, unless a longer period is required by law.
6. Payment Terms
6.1 Fees
Fees for our Services will be detailed in the Consulting Agreement and may consist of:
Hourly or daily rates.
Fixed project fees.
Monthly retainers.
Performance-based incentives (if applicable).
6.2 Invoicing and Payment
Invoices will be issued per the schedule in the Consulting Agreement (e.g., monthly, upon milestone completion).
Payment is due within 15 days of invoice receipt unless otherwise specified.
Acceptable payment methods include bank transfer, credit card, or other methods agreed upon in writing.
Late payments accrue interest at 1.5% per month (or the maximum rate allowed by law) on the overdue amount, calculated daily.
6.3 Expenses
You agree to reimburse us for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services (e.g., travel, software subscriptions, materials). Expense reimbursement requests will be accompanied by receipts or documentation.
6.4 Non-Payment Remedies
If payment is overdue by more than 30 days, we may:
Suspend Services until payment is received, without liability for resulting delays.
Pursue legal remedies to recover amounts owed, including collection costs and reasonable attorney fees.
7. Disclaimers
7.1 No Guarantees
We commit to delivering Services with professional skill and care, but we do not guarantee specific business outcomes, revenue increases, or performance metrics. Success depends on your implementation, market conditions, and other factors outside our control.
7.2 Scope Limitation
Our Services are not a substitute for legal, financial, or other specialized advice. You bear full responsibility for ensuring compliance with laws, regulations, and industry standards applicable to your business.
7.3 Third-Party Dependencies
If our Services incorporate third-party tools, platforms, or services (e.g., A.I. software), we are not responsible for their functionality, availability, security, or any damages arising from their use. You assume all risks associated with third-party providers.
8. Limitation of Liability
To the fullest extent permitted by law:
Divine Acquisition, its affiliates, officers, directors, employees, and agents shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, regardless of whether such damages were foreseeable.
Our aggregate liability for any claim arising from the Services shall not exceed the total fees paid by you to us under the Consulting Agreement in the twelve (12) months prior to the claim.
This limitation applies to all causes of action, including breach of contract, tort, or negligence.
9. Indemnification
You agree to indemnify, defend, and hold harmless Divine Acquisition, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising from:
Your use or misuse of the Services or Deliverables.
Your breach of these ToS or the Consulting Agreement.
Your violation of any third-party rights (e.g., intellectual property, privacy).
Any negligent, willful, or unlawful acts or omissions by you or your representatives.
9.1 Procedure
We will notify you promptly of any claim for which we seek indemnification, and you shall assume control of the defense, provided we may participate with counsel of our choosing at our expense.
10. Termination
10.1 Standard Termination
Either party may terminate the Consulting Agreement:
As specified therein (e.g., upon completion of the project).
For material breach by the other party, with 30 days’ written notice and an opportunity to cure, unless the breach is incurable.
10.2 Immediate Termination
We may terminate immediately, without prior notice, if you:
Fail to pay fees within 30 days of the due date.
Breach confidentiality (Section 5) or intellectual property (Section 4) provisions.
Engage in illegal, fraudulent, or unethical conduct that harms us or third parties.
10.3 Post-Termination Obligations
Upon termination:
You shall pay all outstanding fees for Services rendered up to the termination date.
All licenses to use Deliverables or Pre-Existing IP terminate, unless otherwise agreed.
Sections on confidentiality, intellectual property, payment, indemnification, and dispute resolution survive termination.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These ToS and the Consulting Agreement are governed by the laws of the State of Maryland, excluding its conflict of law rules.
11.2 Dispute Resolution
Disputes arising from these ToS or the Services shall be resolved through binding arbitration in Maryland, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator’s decision is final and enforceable in any court of competent jurisdiction. You waive any right to class action lawsuits or class-wide arbitration.
11.3 Injunctive Relief
Either party may seek injunctive or equitable relief in a Maryland court to prevent irreparable harm (e.g., misuse of Confidential Information or IP), without posting a bond.
12. Changes to These Terms
We may amend these ToS to reflect changes in our Services, legal requirements, or business practices. Notification of material changes will be provided via:
Posting the updated ToS on our website.
Email to the address specified in the Consulting Agreement.
Your continued use of the Services after the effective date of the revised ToS constitutes acceptance. If you reject the changes, you must terminate the Consulting Agreement and cease using the Services.
13. Miscellaneous
13.1 Entire Agreement
These ToS, the Consulting Agreement, and any referenced exhibits or schedules constitute the complete agreement between you and Divine Acquisition, superseding all prior negotiations or understandings.
13.2 Severability
If any provision of these ToS is deemed invalid or unenforceable, the remaining provisions remain effective, and the invalid provision will be reformed to the extent necessary to make it enforceable.
13.3 Waiver
No waiver of any right or breach under these ToS is effective unless in writing and signed by the waiving party. Our failure to enforce a provision does not waive future enforcement.
13.4 Force Majeure
We are not liable for delays or failures to perform due to events beyond our reasonable control (e.g., natural disasters, pandemics, government actions), provided we notify you and resume performance as soon as practicable.
13.5 Assignment
You may not assign your rights or obligations under these ToS without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or asset sale, with notice to you.
13.6 Notices
Notices must be in writing and delivered via:
Email to the addresses in the Consulting Agreement (effective upon receipt confirmation).
Certified mail or courier to the physical addresses listed therein (effective upon delivery).
Contact Us
For questions or concerns about these Terms of Service, please reach out to us at legal@divineacquisition.com