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Client Services Agreement

Effective Date: September 20, 2025 Last Updated: May 30, 2026

This Consultant Services Agreement ("Agreement") governs all consulting and professional services provided by VERDEJO Consultancy, a Texas-based business consulting firm ("the Company," "we," "us"), to any individual or business entity ("Client," "you") that engages the Company for services.

By accepting a proposal or quote, signing a Service Order, paying an invoice, or otherwise directing the Company to begin work, Client agrees to be bound by the terms of this Agreement in full. Client acknowledges having reviewed the Company's Privacy Policy, available at verdejoconsultancy.com/privacy, which governs the collection, use, and protection of all information shared in connection with this Agreement.

1. SERVICES

The Company provides professional consulting, advisory, and implementation services. Depending on the engagement, services may include one or more of the following:

Google Business Profile (GBP) Intelligence and Strategy

  1. GBP profile optimization, positioning, and competitive visibility strategy
  2. New GBP profile setup, verification, and launch support
  3. Suspended or disabled GBP profile reinstatement and recovery
  4. Ongoing GBP profile management and performance monitoring

Digital Presence and Local Discovery

  1. Local SEO strategy, audit, and implementation guidance
  2. Spatial discovery consulting, including indoor mapping and location data architecture
  3. Business Maps presence design and growth architecture
  4. Digital platform configuration and integration support

Business Operations and Growth Advisory

  1. Business consulting and operational process advisory
  2. CRM configuration, optimization, workflow design, and support
  3. Customer success strategy, retention systems, and fractional leadership
  4. Technology configuration, support, and systems integration
  5. Process optimization and workflow documentation

Mission-Driven and Nonprofit Services

  1. Strategic advisory for faith-based organizations and nonprofits
  2. Google Ad Grants consulting and campaign strategy for qualifying nonprofits

General Advisory

  1. Strategic planning, growth architecture, and related consulting engagements

The specific services, deliverables, pricing, scope, and timelines applicable to any engagement will be defined in a written proposal, quote, invoice, or Statement of Work ("Service Order"). In the event of a conflict between this Agreement and a Service Order, the Service Order governs for that engagement.

2. SCOPE AND LIMITATIONS

The Company will perform all services in a professional, diligent, and commercially reasonable manner consistent with current industry standards.

Unless expressly stated in a Service Order, the Company does not provide:

  1. Legal advice or legal representation of any kind
  2. Accounting, tax, or financial planning advice
  3. Guaranteed search rankings, platform visibility, or traffic outcomes
  4. Guaranteed revenue, business growth, or performance results
  5. Paid advertising management or media buying
  6. Control over, or responsibility for, decisions made by third-party platforms
  7. Ongoing management services unless specifically contracted under a recurring Service Order

All services are advisory and execution-based. Results depend materially on Client cooperation, the accuracy of information provided, and the behavior of third-party systems outside the Company's control.

3. SERVICE DELIVERY AND SUBCONTRACTORS

a. Delivery

VERDEJO Consultancy delivers all services under its direct supervision and oversight. The Company retains full responsibility for the quality, accuracy, and timely delivery of all contracted services, regardless of who performs the underlying work.

b. Subcontractors and Vendor Partners

The Company may engage employees, independent contractors, subcontractors, or third-party vendor partners (collectively, "Delivery Partners") to support or fulfill services under any Service Order. Client's contractual relationship is exclusively with VERDEJO Consultancy. The involvement of Delivery Partners does not alter Client's rights or obligations under this Agreement, nor does it create any direct contractual relationship between Client and any Delivery Partner.

The Company is solely responsible for the conduct, performance, and confidentiality obligations of all Delivery Partners engaged in connection with Client services.

c. Non-Circumvention

During the term of this Agreement and for a period of two (2) years following its termination, Client agrees not to directly solicit, engage, hire, or contract with any Delivery Partner, contractor, vendor, or third party introduced to Client by or through VERDEJO Consultancy, for purposes that are the same as or substantially similar to the services provided under this Agreement. This provision applies whether or not Client was made aware of the Delivery Partner's identity through direct introduction, project deliverables, communications, or any other means.

A breach of this provision entitles the Company to seek injunctive relief in addition to any other remedies available at law or in equity.

4. CLIENT RESPONSIBILITIES

Client's timely cooperation is a material condition of this Agreement. Client agrees to:

  1. Provide accurate, complete, and timely information as requested by the Company
  2. Maintain ownership of, and proper authorization for, all accounts, platforms, and business assets related to the engagement
  3. Grant the Company necessary access to accounts, systems, or platforms required to perform contracted services
  4. Respond promptly to Company requests that affect project timelines, deliverables, or third-party submission windows
  5. Notify VERDEJO Consultancy immediately of any changes to business information, account status, platform ownership, or access credentials that may affect the engagement

The Company is not responsible for delays, rework, missed deadlines, or adverse outcomes resulting from Client inaction, inaccurate information, or failure to grant required access.

Client Non-Responsiveness and Project Abandonment

Timely client communication is a material condition of this Agreement. Certain services, including but not limited to Google Business Profile verification and profile reinstatement, involve time-sensitive third-party submission windows that cannot be recovered once expired. Client delay during these windows may result in irreversible loss of opportunity and required rework at Client's sole expense.

The Company's non-responsiveness policy is tiered based on service type:

Time-Critical Services (including GBP verification, profile reinstatement, platform submissions, or any service with an active third-party deadline): If Client fails to respond to three documented contact attempts across a minimum of two communication channels (email required; phone or SMS as secondary) within seven (7) business days, the Company reserves the right to suspend or close the project. All fees paid remain non-refundable. If rework is required due to an expired window caused by Client non-responsiveness, additional fees apply at the Company's standard rates.

Report-Based and Advisory Services (including GBP strategy reports, operational audits, and advisory engagements): If Client fails to respond to three documented contact attempts within fourteen (14) calendar days, the Company may close the project and retain all fees paid as compensation for work performed and opportunity cost incurred.

Recurring Retainer Engagements: Non-responsiveness from a retained Client will be escalated through a written notice process. If Client remains unresponsive for thirty (30) calendar days despite documented outreach, the Company may terminate the engagement per Section 6 and retain all fees through the current billing period.

All contact attempts will be logged in the Company's CRM with timestamps and channel documentation. Written notice of project closure will be issued to Client's email of record prior to final closure.

5. FEES, BILLING, AND PAYMENT

a. Pricing Models

The Company offers the following pricing structures, as specified in the applicable Service Order:

  1. Fixed-Price Project Engagements: A defined scope of work billed at a single agreed-upon fee. Payment terms will be stated in the Service Order.
  2. Recurring Services and Retainers: Ongoing services billed on a recurring basis at the frequency stated in the Service Order. Recurring engagements begin on the service start date and renew automatically until properly terminated per Section 6.
  3. Hourly Add-On Services: The Company may provide services beyond the contracted scope on an hourly basis, subject to availability and prior written approval from Client. Hourly rates will be stated in the Service Order or communicated in advance in writing.
  4. Multi-Phase Engagements: Certain premium engagements may be structured in defined phases. Payment obligations, deliverables, and timelines for each phase will be specified in the applicable Service Order.

b. Billing Cycle for Recurring Services

Recurring services are billed on the anniversary date of the service start date unless otherwise stated in the Service Order.

c. Payment Terms

Invoices are due upon receipt unless otherwise stated in the applicable Service Order. The Company reserves the right to withhold delivery of completed work or suspend active services pending payment of overdue invoices.

d. Late Payments

Invoices not paid within the timeframe stated in the Service Order are considered past due. The Company may assess a late fee of 1.5% per month, or the maximum permitted by applicable law, whichever is less, on any unpaid balance. The Company's right to suspend services for non-payment is preserved regardless of whether a late fee is assessed.

e. Disputed Charges

If Client believes an invoice contains an error, Client must notify the Company in writing within ten (10) business days of the invoice date. The Company will review and respond within ten (10) business days. Undisputed portions of an invoice remain due and payable on the original due date.

6. REFUND POLICY

a. Fixed-Price and One-Time Services

All fees for fixed-price and one-time project engagements are non-refundable once work has commenced. Work is considered commenced upon the earliest of: (i) Client's acceptance of a Service Order; (ii) the Company's receipt of any intake materials, credentials, or access from Client; or (iii) the Company's initiation of any research, analysis, drafting, or preparation work on behalf of Client.

b. Recurring Services and Retainers

Fees paid for recurring services are non-refundable. Termination of a recurring engagement per Section 7 does not entitle Client to a refund of fees already paid, including fees for any portion of the then-current billing period remaining after the termination date.

c. Service Credits

The Company has sole discretion to issue service credits (not cash refunds) in cases of documented material service failure attributable to the Company. Service credits are applied to future services and have no cash value.

d. Chargebacks and Payment Disputes

Client agrees to contact VERDEJO Consultancy directly at team@verdejoconsultancy.com before initiating any chargeback, payment dispute, or reversal through a payment processor or financial institution. The Company will make a good-faith effort to resolve the dispute within ten (10) business days of written notice. Chargebacks initiated without prior written notice to the Company, where services were delivered as agreed, will be disputed with supporting documentation of service delivery.

7. TERM, RENEWAL, AND TERMINATION

a. Term

This Agreement remains in effect from the date of Client's acceptance and continues until all active Service Orders have been completed or terminated.

b. Termination of Fixed-Price Engagements

Either party may terminate a fixed-price engagement with written notice. Upon termination: (i) Client remains responsible for the full project fee if work has commenced as defined in Section 6a; (ii) if work has not yet commenced, the Company will refund any prepaid amounts less any administrative or preparation costs incurred.

c. Kill Fee for Client-Initiated Cancellation

If Client cancels a fixed-price engagement after work has commenced but before final delivery, a kill fee applies. The kill fee is equal to 50% of the total project fee or the full value of work completed to date based on the Company's reasonable assessment of project completion, whichever is greater. Any amounts already paid by Client will be applied toward the kill fee obligation.

d. Termination of Recurring Services

Either party may terminate a recurring or retainer engagement with thirty (30) days' written notice. Termination becomes effective at the end of the then-current billing period. Client's obligation to pay through the end of the final billing period is not waived by notice of termination.

e. Termination for Cause

The Company may terminate this Agreement or any Service Order immediately and without prior notice in the event of: (i) Client non-payment; (ii) Client material breach of this Agreement; (iii) Client conduct that is abusive, threatening, or unlawful; or (iv) Client non-responsiveness as defined in Section 4. Termination for cause does not entitle Client to a refund of fees paid.

f. Effect of Termination

Upon termination, Client's license to use any deliverables for which full payment has been received remains in effect. Deliverables for which payment has not been received in full remain the property of the Company until paid in full.

8. SERVICE MODIFICATIONS AND SCOPE CHANGES

Client may request changes to service scope, deliverables, or timelines. Any modification:

  1. Must be agreed to in writing by both parties prior to implementation
  2. May result in adjusted fees, revised timelines, or updated billing terms
  3. Will be documented via an amended Service Order, updated quote, or written change order

The Company is not obligated to perform services outside the agreed scope without mutual written agreement. Verbal approvals for scope changes are not binding on the Company.

9. CONFIDENTIALITY

Each party agrees to hold in strict confidence any non-public, proprietary, or sensitive business information disclosed by the other party in connection with this Agreement ("Confidential Information").

Confidentiality obligations do not apply to information that:

  1. Is or becomes publicly available through no breach of this Agreement
  2. Was independently known to the receiving party prior to disclosure
  3. Is received from a third party without restriction on disclosure
  4. Is required to be disclosed by law, court order, or regulatory authority, provided the disclosing party gives reasonable prior written notice where permitted

These confidentiality obligations survive termination of this Agreement for a period of three (3) years.

10. INTELLECTUAL PROPERTY

Unless otherwise stated in a Service Order:

  1. The Company retains full ownership of all pre-existing intellectual property, including methodologies, frameworks, templates, prompt systems, tools, and proprietary processes developed independently of any Client engagement.
  2. Client receives a non-exclusive, non-transferable, royalty-free license to use deliverables created specifically for Client under a paid Service Order, solely for Client's internal business purposes.
  3. The Company retains the right to use generalized knowledge, skills, learnings, and experience gained during any engagement for the benefit of other clients or for the Company's own business development, provided no Client Confidential Information is disclosed.
  4. Client warrants that all information, materials, and credentials provided to the Company do not infringe the intellectual property rights of any third party.

11. THIRD-PARTY PLATFORMS

Many services provided by VERDEJO Consultancy involve third-party platforms including, but not limited to, Google, HubSpot, Stripe, Zoom, Apple Maps, Bing, and Microsoft.

Client acknowledges and agrees:

  1. The Company does not own, operate, or control any third-party platform
  2. Third-party platform decisions, policy changes, suspensions, algorithm updates, or approval outcomes are outside the Company's control and are not grounds for refund or dispute
  3. The Company makes no representations or guarantees regarding third-party platform behavior, timelines, or outcomes
  4. Delays or adverse outcomes caused by third-party platform behavior do not constitute a breach of this Agreement by the Company

12. NO GUARANTEES

The Company does not guarantee:

  1. Google Business Profile verification, approval, or reinstatement
  2. Search engine rankings, local pack placement, or map visibility
  3. Increases in website traffic, leads, calls, or revenue
  4. Platform approvals, algorithm performance, or third-party outcomes
  5. Specific results from any advisory, strategy, or implementation service

Client acknowledges that business outcomes depend on market conditions, competitive factors, Client execution, and third-party systems, all of which are beyond the Company's control.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law:

  1. The Company's total cumulative liability to Client for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client for the specific services giving rise to the claim during the three (3) months preceding the claim.
  2. The Company shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to lost profits, lost revenue, loss of data, or loss of business opportunity, even if the Company has been advised of the possibility of such damages.
  3. The limitations in this section apply regardless of the legal theory on which a claim is based.

14. INDEPENDENT CONTRACTOR

The Company is an independent contractor. Nothing in this Agreement creates, or shall be construed to create, a partnership, joint venture, employment relationship, or agency relationship between the Company and Client. The Company retains sole discretion over the means, methods, and personnel through which services are performed.

15. DISPUTE RESOLUTION

a. Good-Faith Negotiation

Before initiating any formal legal proceeding, both parties agree to make a good-faith effort to resolve any dispute arising out of this Agreement through direct written negotiation. The party raising the dispute must provide written notice describing the issue in reasonable detail. The other party will respond within ten (10) business days. Both parties will engage in good-faith discussions for no less than thirty (30) calendar days from the date of written notice before pursuing other remedies.

b. Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and both parties consent to personal jurisdiction in those courts.

16. AGREEMENT MODIFICATIONS

The Company reserves the right to update this Agreement from time to time. Changes apply prospectively and will be posted to the VERDEJO Consultancy website with a revised "Last Updated" date. For Clients with active Service Orders at the time of a material change, the Company will provide at least fifteen (15) days' written notice to the email address on file before the change takes effect. Continued use of services following the effective date of any modification constitutes Client's acceptance of the updated terms.

17. ELECTRONIC RECORDS AND SIGNATURES

Client agrees that electronic signatures, digital acceptances (including checkbox confirmation, email reply, or click-through acceptance), and electronic records are legally binding and fully enforceable under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and the Texas Uniform Electronic Transactions Act (TUETA). The Company may maintain all records of this Agreement and related Service Orders in electronic form.

18. ENTIRE AGREEMENT

This Agreement, together with all applicable Service Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, whether written or oral. No modification to this Agreement is valid unless made in writing and accepted by both parties, except as provided in Section 16.

19. SEVERABILITY

If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

20. WAIVER

The Company's failure to enforce any right or provision of this Agreement at any time does not constitute a waiver of that right or provision. Any waiver must be made in writing to be effective.

21. ACCEPTANCE

Client's acceptance of a proposal or quote, execution of a Service Order, payment of an invoice, or direction to the Company to begin work constitutes Client's full acceptance of this Agreement and all applicable Service Orders. No physical signature is required for this Agreement to be legally binding, subject to Section 17.

 

This Agreement is governed by our Privacy Policy, available at verdejoconsultancy.com/privacy. We do not sell client data. We never have. We never will.

We care. Our clients deserve clear terms.

 

VERDEJO Consultancy

4025 Woodland Park Boulevard, Suite 102 Arlington, TX 76013

team@verdejoconsultancy.com

verdejoconsultancy.com