Vanguard Partners — General Terms & Conditions

 

Parties. These Terms govern services provided by Vanguard Partners (the “Company”) to the Client named on any proposal, statement of work (SOW), order, or invoice.
 

1. Scope. Services, deliverables, fees, and timelines are defined in the applicable Order Document (proposal/SOW/order/invoice). Changes require written agreement and may affect pricing and schedule.
 

2. Fees & Payment. Invoices are due upon receipt in USD. Client is responsible for pass-through/third-party costs (e.g., software, ad spend, media buys, filing fees, travel, outside vendors).
 

3. Late Charges. Past-due amounts may accrue the lesser of 1.5% per month or the legal maximum and may result in suspension of work. Client is responsible for reasonable collection costs.
 

4. Client Obligations. Client will provide timely information, access, and decisions necessary for performance.
 

5. Intellectual Property. The Company retains ownership of its frameworks, methods, and tools. Upon full payment, Client receives a non-exclusive, non-transferable, perpetual license to use deliverables for Client’s internal business purposes.
 

6. Confidentiality. Each party will protect the other’s confidential information and use it only for the engagement.
 

7. Publicity. The Company may reference Client’s name and logo in client listings unless Client opts out in writing.
 

8. Non-Solicitation. For 12 months after the engagement, Client will not directly solicit for employment the Company personnel who worked on the account, except via general, non-targeted recruiting.
 

9. Term & Termination. Either party may terminate future services on 14 days’ written notice or for uncured material breach after 10 days’ notice. Upon termination, Client will pay for services rendered and committed pass-through costs.
 

10. No Professional Advice. Unless expressly stated, services do not constitute legal, tax, investment, or accounting advice.
 

11. 30-Day Money-Back Guarantee.
11.1 Eligibility. Within 30 calendar days of the payment date, Client may request a refund if Client does not believe the value received equals the amount paid, provided that Client (a) attends the first four (4) scheduled live video coaching/implementation calls in full within the first 30 days and (b) participates in good faith.
— Attendance Definition. “Attends in full” means a representative of Client is present on the live video call for at least 45 minutes or the full call duration if shorter, with audio enabled and reasonable engagement.
11.2 How to Request. Email accounting@discovervanguard.com with subject “Refund Request,” the invoice number, payment date, and a statement such as: “I do not believe I received the value of what I paid.”
11.3 Amount. Refund equals service fees on the applicable invoice minus a flat $500 (covers payment processing on the initial charge and refund, and sales commission). Refunds will not exceed service fees paid on that invoice.
11.4 Exclusions. Pass-through/third-party costs are non-refundable (e.g., software, ad spend, media buys, processor/merchant fees, government/filing fees, travel/hard costs, outside vendors).
11.5 Method & Timing. Approved refunds are issued to the original payment method within 10 business days of approval.
11.6 Limit. One refund per invoice. Chargebacks filed before the Company is given an opportunity to process a refund may void eligibility.

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12. Warranties & Disclaimers. The Company will perform professionally and in accordance with industry standards. Except as set out in Section 11, no specific outcomes are warranted. Services and deliverables are otherwise provided “as is” to the extent permitted by law.
 

13. Data & Platforms. Client controls its accounts and data (e.g., advertising platforms, CRM, billing). The Company uses Client data solely to perform the services and applies reasonable safeguards.
 

14. Independent Contractor; Subcontractors. The Company acts as an independent contractor and may use qualified subcontractors while remaining responsible for performance.
 

15. Notices. Formal notices must be in writing and sent to accounting@discovervanguard.com (Company) and Client’s billing contact (Client). Notices are deemed received when delivered.
 

16. Governing Law; Venue. These Terms are governed by the laws of the State of Texas. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Texas (for convenience, typically Denton County, Texas, unless otherwise agreed in writing).
 

17. Entire Agreement; Precedence. These Terms and the applicable Order Document constitute the entire agreement. In case of conflict, the Order Document controls.

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Non-Disclosure; Group Confidentiality.
18.1 No Sharing Outside Your Company. Client will not disclose, publish, or provide to any third party (including other businesses, contractors, or advisors not bound by these Terms) any non-public information received from the Company or learned through the services, including without limitation the Company’s frameworks, tools, training materials, call recordings, templates, pricing, processes, or strategies.
18.2 Group Programs. If the services include group sessions, communities, or cohorts, Client will keep confidential all information disclosed by other participants about their businesses, strategies, finances, operations, or customers, and will not use such information for any purpose other than Client’s internal business. No recording, screenshots, downloading, or redistribution of group calls, chats, workbooks, or shared materials is permitted.
18.3 Exceptions. The obligations in this Section do not apply to information that (a) is or becomes public through no breach by Client; (b) was known to Client without duty of confidentiality before disclosure; (c) is independently developed by Client without use of the other party’s confidential information; or (d) is rightfully received from a third party without duty of confidentiality. Client may disclose confidential information to the extent required by law, subpoena, or court order, provided Client gives prompt written notice (where legally permitted) to allow the Company or the affected participant to seek protective relief.
18.4 Agents. Client will ensure its employees, owners, contractors, advisors, and affiliates who access the services are bound by written obligations no less protective than this Section 18. Client is responsible for any breach by such persons.
18.5 Injunctive Relief; Survival. A breach of this Section may cause irreparable harm for which monetary damages are inadequate. The Company (and, as applicable, any impacted participant) is entitled to seek injunctive relief in addition to other remedies. These obligations survive for three (3) years from disclosure, and indefinitely as to trade secrets.