TERMS OF SERVICE

 

Last Updated: October 31, 2024

These Terms of Service ("Agreement") constitute a binding agreement between Terra Firma Business and Financial Consultants LLC ("Company") and you ("Member"). By accessing or using our services, you agree to comply with and be bound by the following terms and conditions.

1. Services

The Company will provide professional services as outlined in the schedule below (the “Services”), acting as an independent contractor to the Member. The Services may include, but are not limited to, asset assessments, tax strategies, business coaching, and consulting.

The Company will provide the Services in a timely, workmanlike, and professional manner consistent with recognized industry standards. Any specific obligations will be as set forth in the applicable schedule for the Services.

2. Member Responsibilities

As a Member, you agree to:

  • Provide all requested documents and information in a timely manner, as detailed in the Required Documents section.
  • Implement any advice or recommendations from the Company in a timely and responsible manner.
  • Cooperate with the Company and provide full access to any necessary information and resources needed for the provision of the Services.
  • Make timely payments as specified in the Payment Terms.

Failure to comply with these responsibilities may result in the suspension or termination of services.

3. Representations and Warranties

  • Company: The Company represents that:
    • It is not bound by any agreement that would interfere with the provision of Services to the Member.
    • It will not disclose or induce the use of any proprietary or confidential information from third parties in the course of providing Services.
    • Its performance will not breach any agreement it has with third parties.
  • Member: You represent that:
    • You will take all commercially reasonable steps to protect the Company's confidential information and intellectual property and will not misuse or misappropriate such information.

4. Compensation

In exchange for the Services provided, the Member agrees to pay the Company an Annual Membership Fee of $30,000. The Company allows the Membership Fee to be paid monthly at $2,500/month, and each payment will be due on the same calendar day of the month corresponding to the initial sign-up or the last day of the month, whichever comes first.

The Company offers a 100% money-back guarantee on the first month of membership, which is the Discovery period.

The Member may choose for any reason to not move forward following Discovery, and any fees incurred will be refunded within 24 hours of notice. (Please note that refunds may take 3-4 days to process on your credit card.)

If Discovery goes beyond 30 days and two months have been billed, the Member will be refunded for both months. 

Once the Member has made the decision to continue in membership, the 12-month agreement ensues, to ensure the Company can fully implement the Member's strategic tax plan. 

Failure to pay on time may result in late fees, interest, or the suspension of Services as outlined in the Payment Terms.

See Schedule C for Compensation Disclosure.

5. Expenses

The Company will not incur expenses on behalf of the Member unless approved in advance or provided for in a pre-agreed budget.

6. Term and Termination

This Agreement is effective for a 12-month term starting from the date of acceptance ("Term"), after the Discovery period. The Agreement will automatically renew for successive 12-month terms unless terminated by either party.

  • Termination by Member: You may terminate this Agreement at the end of any term by providing written notice at least 30 days before the renewal date. If you terminate early without cause, all remaining payments for the term are still due.
  • Termination by Company: The Company may terminate this Agreement for breach or in response to legal action initiated by the Member. The Company also reserves the right to suspend services in the event of non-payment or breach of any provision by the Member.

Upon termination, the Member will cease using all Company intellectual property and proprietary information.

7. Data Retention and Document Destruction Upon Termination 

Upon termination of our agreement, Terra Firma will securely dispose of any sensitive documents provided by you that are no longer necessary for compliance or legal purposes. Any documents containing personally identifiable information, financial records, or sensitive data will be destroyed in a secure manner within 30 days after termination of services. This ensures your information is protected against potential data breaches and will not be retained beyond what is required for compliance.

8. Breach of Agreement

A party will be considered in breach of this Agreement if it fails to meet its obligations as outlined. Breaches include, but are not limited to:

  • Member Breaches: Failure to make timely payments, misappropriation of Company intellectual property, or failure to comply with confidentiality obligations.
  • Company Breaches: Misuse of Member’s confidential information or failure to provide the Services as promised.

In the event of a breach, the non-breaching party may provide written notice and allow the breaching party a reasonable period (typically 30 days) to cure the breach. If the breach is not cured, the Agreement may be terminated.

9. Payment Terms

Payments are due in accordance with the agreed schedule:

  • Payments must be pre-authorized and made automatically via ACH, credit card, or other approved electronic methods.
  • If a payment is late by more than three (3) days, a late fee of 5% per month will be added.
  • The Company reserves the right to suspend Services for non-payment.
  • Should the Company incur legal fees to recover unpaid fees, the Member will be responsible for all associated costs, including attorney fees and court costs.
  • Any returned or rejected payments due to insufficient funds will incur an additional fee of $30, plus any applicable late fees.

10. Confidentiality

Both the Company and the Member acknowledge that confidential information may be disclosed during the course of this Agreement. Each party agrees:

  • To take reasonable precautions to protect the other party’s confidential information.
  • Not to use confidential information for any purpose other than fulfilling the obligations under this Agreement.
  • Any intellectual property of the Company, including methods, processes, and resources, remains the exclusive property of the Company and must not be used after the termination of this Agreement.

11. Disclaimer of Warranties

The Company provides the Services "as is" and makes no express or implied warranties. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, or any guarantees of outcomes based on the Services provided.

12. Limitation of Liability

The Company’s total liability arising from or related to this Agreement will not exceed the total fees paid by the Member during the 12-month term in which the claim arises. The Company will not be liable for any incidental, indirect, consequential, or special damages, including but not limited to, lost profits or business opportunities.

13. Indemnification

You agree to indemnify and hold the Company, its employees, agents, and affiliates harmless from any claims, damages, liabilities, and expenses (including reasonable attorney fees) arising from your use of the Services or your breach of this Agreement, except in cases of the Company’s gross negligence or willful misconduct.

14. Non-Compete, Non-Solicit, and Non-Disparagement

During the term of this Agreement and for one year thereafter, you agree:

  • Not to engage in a business that competes with the Company’s strategic asset and tax advisory services.
  • Not to solicit or hire any of the Company’s employees or independent contractors.
  • Not to disparage the Company or its representatives in any public or private forums.

15. Amendments and Waivers

Any amendment to these Terms must be in writing and agreed upon by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other part of the Agreement.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas. Any disputes will first be submitted to mediation in Collin County, Texas. If mediation is unsuccessful, legal action may be taken in the courts of Collin County, Texas, and both parties consent to this jurisdiction.

17. Assignment

The Company may assign or subcontract its obligations under this Agreement. The Member may not assign or transfer rights or obligations without prior written consent from the Company.

18. Force Majeure

Neither party shall be responsible for delays or failures in performance caused by events beyond their reasonable control, including but not limited to natural disasters, pandemics, war, or governmental actions.

19. Severability

If any provision of this Agreement is held to be invalid, the remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede any prior agreements, oral or written, relating to the subject matter.

21. Notices

All notices required under this Agreement may be provided via email or regular mail. For notices sent by email, a courtesy copy should also be mailed, though the email date shall be considered the official notice date.

SCHEDULE A: SERVICES

The Company will provide the following Services:

  • Assess and advise on assets, including but not limited to businesses, investments*, insurance policies, and retirement plans.
  • Conduct virtual meetings twice per year to discuss strategies.
  • Offer business coaching based on proven methodologies such as EOS, The Value Builder System, and proprietary frameworks.

SCHEDULE B: REQUIRED DOCUMENTS

You agree to provide the following documents upon request:

  • Tax returns (last 4 years).
  • Bank and credit card statements (last 4 months).
  • Payroll and accounting records.
  • Business formation documents, including EIN and Articles of Incorporation.
  • Investment and insurance statements.
  • Trust documents, real estate profiles, and other relevant financial records.
  • Any other documents requested, not listed for the Company to perform its Services

Schedule C: Compensation Disclosure

You may not be offered or use these services from the other companies below, but we believe in clarity and transparency. This document is to lay out, in a clear and concise format, the variety of ways we could be compensated. We have built an ecosystem of companies to provide services for you to enhance your planning outcome. 

Terra Firma Membership

  • $2,500/month or $10,000/month based on services 

Alternative Risk Program™

  • 3.0% Referral Fee based on premium 

Triple R of Dallas County, LP

  • 0.0% 

Lupos Multifamily Real Estate Fund

  • 2.0% Management Fee 

Terra Firma Real Estate Fund

  • 2.0% Management Fee 

Terra Firma Equity Fund

  • 2.0% Management Fee 

Lupos Management, LLC

  • 1.0% Management Fee  

 

TF Insurance and Financial Solutions Commission Based on Plan Design. 

The Free Founder monthly amount would be disclosed and agreed upon via signed scope of work and agreement.

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