These Engagement Terms (the “Terms”) govern the professional services relationship between you (the “Client”) and Liquid Partners, Inc., a Wyoming corporation (the “Firm,” “we,” “us,” or “our”). The Terms are incorporated by reference into every written Engagement Letter executed between the Firm and a Client. In the event of a conflict between an Engagement Letter and these Terms, the Engagement Letter controls.
1. Engagement Formation
No client-firm relationship is created by visiting the Firm’s website, submitting an application, attending a discovery conversation, or otherwise communicating with the Firm prior to execution of an Engagement Letter. An engagement is created only upon mutual execution of an Engagement Letter that identifies the scope of work, retainer amount, engagement fee, and expected engagement length.
2. Scope of Work
The Firm’s engagement is limited to the scope of work described in the Engagement Letter. Typical deliverables include a Capital Portfolio Audit, an Entity-Structure Consultation memorandum, a Processor & Banking Strategy document, a custom Strategic Capital Playbook, and a defined block of advisor access. Work outside the agreed scope requires a written amendment to the Engagement Letter.
2.1 Out of Scope
The Firm does not provide legal, tax, accounting, securities, or investment advice. The Firm is not a bank, lender, money transmitter, registered investment advisor, law firm, or accounting firm. The Client is responsible for engaging qualified counsel, a certified public accountant, and any other professional advisors as needed in connection with the implementation of recommendations made by the Firm. The Firm’s recommendations are advisory and educational; the Client is solely responsible for any decisions or actions taken in reliance on them.
3. Retainer; Segregated Client-Funds Account
At engagement kickoff, the Client funds a refundable retainer in the amount set forth in the Engagement Letter. The retainer is processed through the Firm’s merchant account and deposited, after standard processor fees, into a segregated client-funds account maintained by the Firm at a federally insured U.S. depository institution. The retainer is held separately from the Firm’s operating funds and is not commingled with them at any time.
3.1 Earned Fee & Refund
The Firm earns its fee proportionally as the scope of work is performed and documented. At engagement completion, the Firm issues a final invoice itemizing the work delivered and the resulting earned fee. The earned-fee portion is then transferred from the client-funds account to the Firm’s operating account. The unearned balance is refunded to the Client’s verified business bank account by ACH, typically within 1–3 business days of the final invoice.
3.2 Engagement Fee
The engagement fee is set in the Engagement Letter and is expressed as a percentage of the retainer. The published engagement fee on the Firm’s website is a representative rate; the actual fee for any given engagement is the fee set forth in that engagement’s Engagement Letter. The fee is non-negotiable once the Engagement Letter has been countersigned, except by mutual written agreement.
4. Time Logs & Deliverables Records
The Firm maintains contemporaneous time logs and deliverables records for every engagement. The Client may request a copy of the time log and deliverables index at any time during or after the engagement. All engagement records, including the Engagement Letter, the time log, the deliverables index, the final invoice, and refund confirmations, are retained by the Firm for a minimum of seven (7) years.
5. Client Cooperation
The Client agrees to cooperate in good faith with the Firm by: (a) providing accurate and complete information about the Client’s business; (b) participating in scheduled working sessions; (c) reviewing and signing off on deliverables in a timely manner; (d) implementing any recommendations through qualified counsel and other appropriate advisors; and (e) refraining from any use of the Firm’s deliverables that violates applicable law or any third-party agreement, including but not limited to any cardholder agreement, merchant agreement, or banking agreement to which the Client is a party.
6. Cardholder Agreement Primacy
The Client acknowledges and agrees that the Client’s relationship with any card issuer, including all rates, fees, interest, terms, account-level decisions, reward eligibility, and credit limits, is governed exclusively by the Client’s cardholder agreement with that issuer. The Firm has no authority over such determinations and assumes no responsibility for any issuer action including but not limited to credit-line reductions, account closures, reclassification of transactions, suspension of rewards, or interest-rate changes. Any action taken by the Client in connection with the Client’s cards is the Client’s sole responsibility.
7. Termination
Either party may terminate the engagement at any time by written notice. Upon termination, the Firm shall: (a) cease work on the engagement; (b) calculate the earned fee based on documented work performed up to the termination date; (c) issue a final invoice; and (d) refund the unearned balance of the retainer to the Client’s verified business bank account by ACH, typically within 1–3 business days. Termination does not affect any rights or obligations that accrued prior to termination.
8. Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the engagement. Confidential information may be disclosed only: (a) to employees, contractors, and professional advisors with a need to know and bound by equivalent confidentiality obligations; (b) as required by applicable law or court order; or (c) with the disclosing party’s prior written consent.
9. Intellectual Property
The Firm retains all rights, title, and interest in and to its proprietary methodologies, templates, frameworks, and the form of the Strategic Capital Playbook. Upon payment of the earned engagement fee, the Client receives a perpetual, non-transferable license to use the deliverables prepared for that engagement for the Client’s own internal business purposes only. The Client may not sublicense, resell, or publish the deliverables.
10. Disclaimer of Warranties
The Firm performs its work in good faith and to professional standards. THE FIRM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OUTCOMES, BUSINESS RESULTS, OR ISSUER OR REGULATOR REACTIONS THAT MAY OR MAY NOT FOLLOW FROM IMPLEMENTATION OF THE FIRM’S RECOMMENDATIONS. PAST RESULTS DO NOT PREDICT FUTURE OUTCOMES. THE FIRM’S DELIVERABLES ARE PROVIDED “AS IS” AND THE CLIENT’S USE OF THEM IS AT THE CLIENT’S SOLE RISK.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIRM’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE ENGAGEMENT SHALL NOT EXCEED THE EARNED ENGAGEMENT FEE ACTUALLY RECEIVED BY THE FIRM FROM THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL THE FIRM BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification
The Client agrees to defend, indemnify, and hold harmless the Firm and its officers, directors, employees, contractors, and agents from and against any third-party claim, damage, expense, or liability arising from or related to: (a) the Client’s implementation of, or failure to implement, any of the Firm’s recommendations; (b) the Client’s breach of these Terms or the Engagement Letter; (c) the Client’s violation of any cardholder agreement, merchant agreement, banking agreement, or applicable law; or (d) the Client’s negligence or willful misconduct.
13. Dispute Resolution; Arbitration; Class Action Waiver
Any dispute arising from or related to these Terms or any engagement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be seated in Cheyenne, Wyoming. The arbitrator’s award is final and binding. THE CLIENT AND THE FIRM EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
14. Governing Law
These Terms and every Engagement Letter are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles.
15. Entire Agreement
These Terms, together with the applicable Engagement Letter and any policies referenced therein, constitute the entire agreement between the parties with respect to the engagement and supersede all prior or contemporaneous understandings.
16. Notices
Notices to the Firm shall be sent to engagements@liquidpartners.com and a copy to legal@liquidpartners.com. Notices to the Client shall be sent to the email address on file.
17. Modification
The Firm may revise these Terms from time to time. Material changes will be communicated through the website and become effective for new engagements upon posting. Existing engagements remain governed by the Terms in effect on the date the Engagement Letter was executed.