Terms and Conditions.

Agreement

Agreement to These Terms

These Terms and Conditions, referred to as the “Terms,” form a legally binding agreement between you and Excelsior Service Group, referred to as “ESG,” “we,” “our,” or “us.”

These Terms apply when you:

• Visit or use the ESG website or landing pages;
• Complete an assessment, questionnaire, form, or survey;
• Download or access an ESG resource;
• Schedule a consultation, review, or appointment;
• Purchase or subscribe to an ESG product or service;
• Participate in an ESG consulting or implementation engagement;
• Use a system, portal, workflow, or technology configured by ESG; or
• Otherwise interact with a service that references these Terms.

By accessing or using the applicable website, resource, product, or service, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the applicable website or service.

Eligibility

Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use or purchase ESG services.

When acting on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms and any applicable proposal, order form, subscription, or service agreement.

In these Terms, “you” and “Client” may refer to both the individual accepting the Terms and the business or organization on whose behalf the individual is acting.

Services

ESG Products and Services

ESG provides business consulting, customer-journey design, operational improvement, digital systems, automation, implementation, training, website services, and related business-support services.

Specific services, deliverables, limitations, implementation schedules, and support levels are identified in the applicable proposal, order form, scope of work, invoice, checkout page, or service agreement.

Service Documents

Proposals, Orders, and Service Agreements

ESG may provide a proposal, statement of work, order form, invoice, checkout page, subscription confirmation, or separate service agreement describing a particular engagement.

Those documents may include:

• Project scope and deliverables;
• Implementation phases and estimated timelines;
• Client responsibilities and required materials;
• Setup, subscription, licensing, usage, and support fees;
• Payment schedules and renewal terms;
• Revision and approval limits;
• Third-party costs and required accounts;
• Cancellation or termination terms; and
• Additional service-specific conditions.

Collaboration

Client Responsibilities

Successful implementation requires timely participation and accurate information from the Client. Unless otherwise agreed, you are responsible for:

• Providing complete and accurate business information;
• Identifying an authorized project decision-maker;
• Responding to questions and approval requests promptly;
• Providing requested content, credentials, policies, and business rules;
• Reviewing deliverables and reporting errors or concerns promptly;
• Confirming that approved workflows reflect your actual operations;
• Obtaining any necessary employee, customer, or third-party permissions;
• Maintaining required software subscriptions and third-party accounts;
• Using configured systems lawfully and responsibly;
• Training relevant personnel after implementation; and
• Maintaining reasonable backup, security, and access-management practices.

Delayed responses, incomplete information, changes in scope, unavailable credentials, or missed approval deadlines may delay implementation and may require schedule or fee adjustments.

ESG is not responsible for delays or errors caused by inaccurate, incomplete, outdated, or unauthorized information supplied by the Client or a third party acting for the Client.

Access and Security

Accounts, Credentials, and Authorized Users

Certain services may require an account, portal, login credential, software connection, or administrative access.

You are responsible for:

• Keeping usernames, passwords, API keys, and access codes secure;
• Restricting access to authorized personnel;
• Removing access when an employee or contractor no longer needs it;
• Notifying ESG promptly of suspected unauthorized access;
• Maintaining accurate account and billing information; and
• All activity conducted through your authorized accounts.

ESG may suspend access when we reasonably believe an account has been compromised, used unlawfully, or poses a security risk.

Payment

Fees, Invoices, and Payment Authorization

You agree to pay the fees, taxes, usage charges, and other amounts disclosed in the applicable proposal, invoice, order form, subscription page, or checkout process.

Payment Authorization

By submitting a payment method, you represent that you are authorized to use it and authorize ESG and its payment processor to charge the applicable amounts.

Due Dates

Payments are due according to the schedule shown in the applicable invoice or agreement. Unless otherwise stated, ESG may require payment before beginning work, releasing deliverables, activating a system, or continuing recurring services.

Late or Failed Payments

When a payment is late, declined, reversed, disputed, or otherwise unpaid, ESG may:

• Pause work or withhold deliverables;
• Suspend access to managed systems or support;
• Retry an authorized payment method;
• Require an updated payment method;
• Charge any disclosed and legally permitted late fee;
• Recover reasonable collection expenses; or
• Terminate the affected service.

Taxes and Third-Party Charges

Unless expressly included, quoted ESG fees do not include taxes, carrier fees, payment-processing charges, domain fees, software subscriptions, phone numbers, text-message usage, email usage, call minutes, advertising spend, or other third-party costs.

Subscriptions

Recurring Services, Renewal, and Cancellation

Some ESG services include recurring monthly fees for platform access, licensing, support, maintenance, monitoring, managed services, communication usage, or other continuing services.

Billing Cycle

Your billing cycle begins on the date shown during checkout, on your invoice, or in the applicable proposal, Statement of Work, order form, or service agreement.

Monthly renewal charges may be processed automatically at the beginning of each new billing cycle.

Cancellation at Any Time

Monthly subscriptions may be cancelled at any time by sending a written cancellation request to:

[email protected]

The cancellation request should include:

• The Client’s name and business name;
• The service or subscription being cancelled;
• The email address associated with the account; and
• Confirmation that the person submitting the request is authorized to cancel the service.

When Cancellation Takes Effect

Cancellation becomes effective at the end of the Client’s current paid billing cycle.

After ESG processes the cancellation request:

• No additional monthly renewal charge will be processed for a later billing cycle;
• The Client remains responsible for all fees and usage charges incurred before the cancellation effective date;
• The Client retains access to the applicable service through the end of the current paid billing period;
• No prorated refund or credit will be issued for the remaining portion of the current billing period;
• The service will end when the current paid billing period expires; and
• Any minimum commitment or fixed-term obligation stated in a separate signed agreement will remain enforceable according to that agreement.

Access After Cancellation

The Client may continue using the applicable subscription service through the final day of the paid billing cycle, provided the account remains in good standing and is not suspended for nonpayment, unlawful use, a security concern, or another material breach.

Access to ESG-managed systems, support, maintenance, licenses, telephone numbers, communication services, automations, hosted pages, and related features may end when the paid billing period expires.

Refund Policy

Refunds and Payment Disputes

Unless a proposal, checkout page, or written service agreement expressly provides otherwise:

• Assessment, consulting, and strategy fees are nonrefundable once delivered or scheduled work begins;
• Setup, configuration, onboarding, and implementation fees are nonrefundable once work begins;
• Monthly and annual service fees are nonrefundable after the billing period begins;
• Digital products and downloadable resources are nonrefundable after access or delivery;
• Third-party charges and usage fees are nonrefundable once incurred; and
• Unused time, platform access, messages, call minutes, or support capacity does not create a refund or credit unless expressly stated.

Before initiating a chargeback or payment dispute, contact ESG at PASTE-BILLING-EMAIL-HERE so we have an opportunity to review and address the concern.

This section does not limit any non-waivable rights available under applicable law.

Email, Phone, and Text

Communications and Electronic Consent

By providing your contact information, you authorize ESG to communicate with you regarding inquiries, assessments, scheduled meetings, purchases, services, account activity, support, invoices, and other business matters.

Electronic Records

You consent to receive agreements, notices, invoices, disclosures, confirmations, and other records electronically. Electronic communications satisfy any requirement that a communication be provided in writing, to the extent permitted by law.

Text Messages

When you provide a mobile number and the applicable consent, ESG may send text messages relating to appointments, requested information, services, follow-up, support, and marketing.

Opting out of marketing communications does not prevent ESG from sending essential transactional, security, billing, appointment, account, or service-related communications.

Ownership

ESG Intellectual Property

ESG and its licensors retain ownership of all preexisting and independently developed materials, including:

• Business frameworks and methodologies;
• Assessment structures and scoring systems;
• Templates, playbooks, guides, and training materials;
• Website designs, page structures, and visual systems;
• Workflow architecture and automation logic;
• Scripts, prompts, questionnaires, and content frameworks;
• Software configurations and reusable implementation components;
• Trademarks, service names, branding, and logos; and
• General skills, know-how, concepts, and processes.

ESG trademarks and service names include, without limitation, ESG FLOW™, ClientFlow OS™, ClientFlow Assessment™, Business Intelligence Review™, ClientConcierge™, InstantResponse™, ReviewFlow™, SmartOffer™, and other names displayed by ESG.

Client License

Subject to full payment and any applicable service agreement, ESG may grant the Client a limited, nonexclusive, nontransferable license to use designated deliverables for the Client’s internal business purposes.

Unless expressly authorized in writing, the Client may not resell, sublicense, distribute, publish, copy, reverse engineer, or create competing products from ESG proprietary materials.

Client Materials

Client Content, Data, and Permissions

The Client retains ownership of content, branding, customer data, documents, credentials, policies, images, recordings, and other materials supplied to ESG, referred to as “Client Content.”

You grant ESG a limited license to access, host, copy, modify, transmit, process, and use Client Content as reasonably necessary to:

• Perform the requested services;
• Create and configure approved deliverables;
• Test, maintain, troubleshoot, and support systems;
• Communicate through authorized channels;
• Comply with legal and security obligations; and
• Exercise rights under the applicable agreement.

You represent that you have the necessary rights, licenses, permissions, and lawful basis to provide Client Content to ESG and authorize its use.

You are responsible for the legality, accuracy, quality, and appropriateness of Client Content and for obtaining any required consent from customers, employees, contractors, or other parties.

External Platforms

Third-Party Software and Services

ESG services may depend on or integrate with third-party platforms such as website hosts, CRM providers, payment processors, email providers, telecommunications providers, calendar tools, domain registrars, analytics providers, automation tools, or other software services.

Third-party products and services are governed by their own:

• Terms and conditions;
• Privacy policies;
• Pricing and usage limits;
• Availability and service levels;
• Data-processing practices;
• Compliance requirements; and
• Account suspension or termination rules.

The Client is responsible for maintaining required third-party accounts and paying applicable third-party fees unless the applicable ESG agreement states otherwise.

ESG does not control and is not responsible for third-party outages, policy changes, security incidents, feature changes, pricing changes, account suspensions, data loss, or discontinued services.

ESG may recommend an alternative when a third-party platform changes or becomes unavailable, but redesign, migration, or reimplementation may require additional fees.

Technology-Assisted Services

Automation and AI-Assisted Features

Certain ESG systems may use automation, decision rules, artificial intelligence, voice technology, language models, data enrichment, or other technology-assisted features.

These features may assist with activities such as:

• Responding to common customer questions;
• Routing inquiries and assigning tasks;
• Summarizing calls, messages, or submitted information;
• Recommending services based on approved logic;
• Scheduling and confirming appointments;
• Drafting communications or content;
• Organizing data and identifying patterns; and
• Supporting internal workflows.

Human Review and Business Rules

Automated and AI-assisted outputs may be incomplete, inaccurate, outdated, or unsuitable for a particular situation. The Client is responsible for reviewing important outputs and maintaining appropriate human oversight.

The Client must not rely solely on an automated system for decisions involving safety, emergencies, healthcare, legal rights, lending, insurance, employment, regulatory compliance, or other high-impact matters unless the system has been independently reviewed and approved for that use.

Approved Information

The Client is responsible for reviewing and approving scripts, knowledge sources, service information, prices, policies, qualification rules, disclaimers, escalation paths, and other information used by the system.

Prohibited Conduct

Acceptable Use

You may not use the ESG website, systems, deliverables, or services to:

• Violate any law, regulation, court order, or third-party right;
• Send unlawful, deceptive, harassing, or unauthorized communications;
• Send spam or communications without required consent;
• Collect or process information without a lawful basis;
• Impersonate another person or misrepresent an affiliation;
• Create, purchase, or publish fake reviews or testimonials;
• Suppress or manipulate legitimate customer feedback deceptively;
• Upload malware, harmful code, or unauthorized tracking technology;
• Attempt to bypass security or gain unauthorized system access;
• Use ESG intellectual property to create a competing product;
• Interfere with the operation of a website or service;
• Transmit unlawful, infringing, defamatory, or abusive content; or
• Use a system in a manner that could expose ESG or another party to liability.

ESG may suspend or terminate services when we reasonably believe they are being used unlawfully, deceptively, insecurely, or in violation of these Terms.

Protected Information

Confidentiality

During an engagement, each party may receive nonpublic business, technical, operational, customer, financial, or strategic information belonging to the other party.

Each party agrees to:

• Use confidential information only for the applicable business relationship;
• Limit access to individuals who reasonably need the information;
• Use reasonable measures to protect the information;
• Not disclose the information except as authorized or legally required; and
• Return, delete, or retain information according to the applicable agreement and legal obligations.

Confidential information does not include information that is publicly available through no breach, lawfully received from another source, independently developed without use of confidential information, or approved for release.

Service Limitations

Disclaimers

To the maximum extent permitted by law, ESG websites, resources, assessments, recommendations, systems, and services are provided on an “as is” and “as available” basis.

ESG does not warrant that:

• A website or system will operate without interruption or error;
• Every defect, integration issue, or third-party limitation can be corrected;
• Automated communications will always be delivered or received;
• Third-party platforms will remain available or unchanged;
• Data, analytics, summaries, or automated outputs will always be accurate;
• A recommendation is suitable for every business circumstance; or
• A service will produce a specific commercial result.

No Legal, Tax, Accounting, Financial, or Medical Advice

ESG provides business systems, operational consulting, and educational information. Unless expressly agreed in writing and provided by an appropriately licensed professional, ESG does not provide legal, tax, accounting, investment, lending, insurance, medical, or other regulated professional advice.

You should consult an appropriate professional regarding legal, regulatory, tax, financial, employment, privacy, accessibility, communications, industry-specific, or other compliance obligations.

Business Outcomes

No Guarantee of Results

ESG services are designed to improve systems, processes, visibility, communication, customer journeys, and operational capacity. Business results depend on many factors outside ESG’s control.

ESG does not guarantee:

• A specific number of leads, customers, appointments, or sales;
• A particular conversion rate, review rating, or revenue increase;
• Search-engine rankings or advertising performance;
• Customer participation or response rates;
• Approval for financing, contracts, certifications, or programs;
• Compliance with every law or industry requirement;
• Employee adoption or proper use of implemented systems; or
• Results represented by examples, demonstrations, projections, or testimonials.

Ending Services

Suspension and Termination

ESG may suspend or terminate access to a service when:

• Payment is overdue or unsuccessful;
• The Client materially breaches these Terms or another agreement;
• The service is used unlawfully or deceptively;
• Use creates a security, compliance, or reputational risk;
• A required third-party account is suspended or discontinued;
• The Client fails to provide required information or participation;
• Continuing the service could harm ESG, the Client, or another party; or
• Termination is otherwise permitted under the applicable agreement.

Upon termination:

• Outstanding fees and usage charges become due;
• Access to managed systems, support, or licensed materials may end;
• The Client must stop using materials for which the license has ended;
• Third-party accounts remain subject to their own terms;
• Data export or transition assistance may require an additional fee; and
• Provisions intended to survive termination remain in effect.

The Client is responsible for requesting and securely storing any available export before access ends. ESG is not obligated to retain Client data indefinitely after termination.

Responsibility for Claims

Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless ESG, its owners, employees, contractors, affiliates, and service providers from third-party claims, liabilities, damages, judgments, losses, and reasonable expenses arising from:

• Your violation of these Terms or another agreement;
• Your unlawful or unauthorized use of an ESG service;
• Client Content or information supplied by you;
• Your products, services, marketing, or customer relationships;
• Your failure to obtain required permissions or consent;
• Your violation of privacy, communications, intellectual-property, employment, or consumer-protection laws;
• Your modification or misuse of an ESG deliverable; or
• The acts or omissions of your employees, contractors, agents, or authorized users.

ESG will provide reasonable notice of a covered claim and may participate in the defense through counsel of its choosing.

Liability Limits

Limitation of Liability

To the maximum extent permitted by law, ESG will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

• Lost revenue, profit, business, opportunity, or goodwill;
• Loss or corruption of data;
• Customer claims or customer attrition;
• Advertising or marketing losses;
• Business interruption or system downtime;
• Third-party platform failures or account suspension;
• Unauthorized access caused by Client credential practices; or
• The cost of obtaining substitute products or services.

Unless a signed service agreement provides a different limitation, ESG’s aggregate liability arising from a particular service will not exceed the amount paid by the Client to ESG for that service during the three months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow certain warranty exclusions or liability limitations. In those jurisdictions, the limitations apply only to the maximum extent permitted by law.

Dispute Resolution

Disputes and Governing Law

Informal Resolution

Before filing a lawsuit, each party agrees to make a good-faith effort to resolve the dispute through written notice and direct discussion.

A dispute notice should describe:

• The nature of the dispute;
• The relevant service or transaction;
• The supporting facts and documents; and
• The requested resolution.

Notices to ESG should be sent to: PASTE-LEGAL-EMAIL-HERE.

Governing Law

Unless a separate signed agreement states otherwise, these Terms are governed by the laws of:

PASTE-GOVERNING-STATE-HERE

without regard to conflict-of-law principles.

Venue

Subject to applicable law and any valid dispute-resolution provision in a separate agreement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in:

PASTE-COUNTY-AND-STATE-HERE

Nothing in this section prevents either party from pursuing an eligible claim in small claims court or seeking emergency injunctive relief when legally appropriate.

Updates

Changes to These Terms

ESG may update these Terms periodically to reflect changes in services, technology, vendors, business practices, or legal requirements.

Updated Terms will be posted on this page with a revised “Last Updated” date. Material changes may also be communicated by email, through the applicable service, or by another reasonable method.

Changes apply prospectively unless otherwise required by law. Continued use of a website or service after updated Terms become effective constitutes acceptance of the revised Terms.

A signed service agreement may only be modified according to the amendment requirements contained in that agreement.

General Provisions

General Legal Terms

Entire Agreement

These Terms, the Privacy Policy, and any applicable proposal, order form, invoice, scope of work, or service agreement constitute the complete agreement concerning the applicable service.

Severability

If any provision is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

No Waiver

A failure to enforce a provision is not a waiver of that provision or the right to enforce it later.

Assignment

You may not assign or transfer your rights or obligations without ESG’s prior written consent. ESG may assign these Terms in connection with a reorganization, merger, sale, transfer of assets, financing, or change in service provider.

Independent Contractors

ESG and the Client are independent contractors. These Terms do not create a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship.

Force Majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, utility failures, internet outages, labor disruptions, governmental actions, cyber incidents, epidemics, war, civil unrest, or third-party platform failures.

Headings

Headings are included for convenience and do not affect the interpretation of these Terms.

Survival

Payment obligations, intellectual-property protections, confidentiality obligations, disclaimers, indemnification, liability limitations, dispute provisions, and other provisions that should reasonably survive will remain effective after termination.