Terms & Conditions

1. Agreement and scope

“Consultant” means Nicholas J. Crouse, doing business as Crouse Sales Leadership, unless the signed agreement identifies another legal provider. “Client” means the business identified in that agreement. This page is a statement of proposed standard terms; it becomes part of an engagement only when the signed agreement expressly incorporates this version or an attached copy.

The signed statement of work identifies services, deliverables, included delivery hours, fees, designated contacts, and timing. Any conflicting provision in the signed agreement controls. Additional services, hours, travel, or changes in scope require both parties’ written approval before the extra work begins. Fees reserve the agreed service capacity; unused included hours do not roll forward unless the signed agreement says otherwise.

2. Duration, continuation, and cancellation

For any recurring service, either party may give notice at any time. Termination for convenience takes effect 30 calendar days after the other party receives written notice, or on a later date identified in the notice. No minimum term or separate cancellation penalty applies.

Send client notices to nickjcrouse@gmail.com and any replacement notice address agreed in writing. Consultant sends notices to the client contact in the signed agreement. Notice should identify the engagement and requested end date. Email notice is effective when received at the designated address, provided no delivery-failure message is received; the receiving party should acknowledge promptly, but acknowledgment is not a condition of effectiveness.

Services remain available within the agreed scope through the effective termination date. Fees remain due through that date, including the notice period, even if the client elects not to use available services. They remain payable on the normal invoice schedule rather than becoming immediately due as a lump-sum cancellation charge. This provision does not override termination for uncured material breach, mutually agreed early termination, or rights that cannot lawfully be waived.

Termination for material breach

Either party may terminate for a material breach that remains uncured 15 calendar days after receiving written notice describing the breach. In that case, the 30-day convenience-notice requirement does not prevent termination. Consultant is paid for services and reserved capacity through the effective termination date and approved, noncancelable expenses; prepaid fees for periods after that date are refunded. Either party may stop affected work immediately to prevent unlawful activity or an imminent material confidentiality or security risk and will promptly notify the other party.

3. Fees, invoices, and payment

• Currency and billing periods. Fees are in U.S. dollars. For these recurring engagements, the agreed monthly retainer covers a consecutive 30-day service period. The signed agreement states the exact dates and fees.
• Advance retainer billing. The first invoice is due within 15 calendar days of receipt and must be paid before the service start date. Later retainer invoices are issued at least 15 days before the next service period and are due within 15 calendar days of receipt. A late-issued invoice does not shorten the 15-day payment window.
• Project payments. Unless a signed statement of work provides otherwise, 50% is invoiced on signing and paid before work starts; 50% is invoiced on delivery of the agreed final deliverables. Each invoice is due within 15 calendar days of receipt. A project canceled early is reconciled against work completed at the rates or milestone allocations in the signed statement of work and approved, noncancelable commitments; any excess advance is refunded.
• Final-period proration. Where a recurring engagement ends partway through a 30-day billing period, the fee is prorated at one-thirtieth of the applicable retainer per calendar day through the effective termination date. Prepaid amounts beyond that date are refunded within 15 calendar days after the final reconciliation.
• Expenses and taxes. Travel and third-party costs require advance written client approval and supporting documentation, are billed at actual cost without markup unless agreed otherwise, and are due within 15 days of invoice receipt. Applicable transaction taxes are separately identified; the client is not responsible for Consultant’s income or payroll taxes.
• Payment method. Pay using the method stated on the invoice, such as ACH, bank transfer, or check. This website does not collect payments or authorize automatic charges. Any automatic-payment arrangement requires separate authorization.
• Billing questions. Notify Consultant promptly of any good-faith dispute, identifying the invoice and disputed amount. The parties will work to resolve it; undisputed amounts remain due. A delay in raising a question does not waive rights provided by law.
• Overdue invoices. No contractual late fee or interest is imposed under these standard terms. Consultant may suspend service for an undisputed overdue amount only after written notice and a further 10 calendar days to pay. Suspension does not automatically extend the engagement or add fees. Termination for nonpayment follows the material-breach process above.

Additional offering scope

Sales Advisor. The agreed recurring retainer includes one coaching session per 30-day service period, with pipeline review and sales training, plus one half-day strategy session at each six-month milestone of continuous service (twice per year). Session dates, format, and logistics are agreed in writing. The signed agreement specifies scheduling and any approved travel expenses.

Sales Intensive. A defined two-day sales training and strategy project, including a documented go-to-market strategy and action plan, is available on-site or virtually. Fees are specified in the signed statement of work; on-site travel expenses require advance approval. The statement of work confirms audience, agenda, dates, and deliverables. The project payment schedule above applies; the intensive is a one-time project with no recurring commitment.

4. Working relationship and performance

Consultant provides services with reasonable professional care and skill. The client provides timely, accurate information, appropriate access, decisions, and a designated sponsor. Delays outside Consultant’s control may affect delivery dates; any resulting change in scope, fee, or duration requires written agreement.

The parties intend an independent consulting relationship, subject to applicable law. A fractional title does not itself appoint Consultant as a corporate officer or authorize signing contracts, making employment decisions, or committing client funds. Any delegated authority must be expressly documented. Consultant may serve other clients while protecting confidentiality and disclosing material conflicts.

Recommendations support the client’s business judgment. No specific revenue, margin, customer-retention, or other commercial outcome is guaranteed. Legal advice, accounting assurance, tax advice, and regulated professional services are outside scope.

5. Confidential information and data

Each party will use the other’s nonpublic business information only for the engagement, protect it with reasonable care, and disclose it only to people with a need to know who are bound by appropriate confidentiality duties. Exceptions include information already lawfully known, independently developed, publicly available without breach, or lawfully obtained from another source. Legally required disclosures are permitted, with advance notice where lawful.

Client confidential information will not be submitted to third-party AI tools without the client’s prior written approval of the tools, information, and permitted use. Access to personal or regulated data requires appropriate security and data-processing arrangements before that work begins. Neither party may use the other’s name, logo, or confidential results in marketing without written permission.

On request or termination, each party will return or securely delete the other’s confidential materials, except records required by law and routine protected backups. Confidentiality duties continue for three years after termination, and trade-secret protection continues for as long as the information qualifies as a trade secret under applicable law.

6. Deliverables and intellectual property

The client retains its data and materials. After full payment of the applicable fees, the client owns the original client-specific deliverables expressly identified in the signed statement of work. Consultant retains pre-existing and independently developed templates, methods, tools, and know-how. To the extent those materials are embedded in paid deliverables, the client receives a perpetual, nonexclusive, royalty-free license to use and adapt them for its internal business purposes. Third-party materials remain subject to their own license terms.

7. Massachusetts law and resolving disputes

The incorporated engagement terms are governed by Massachusetts law, without displacing mandatory protections that apply. The parties will first attempt in good faith to resolve a dispute through their designated business contacts. That discussion does not restrict emergency relief, statutory remedies, or applicable filing deadlines.

Unless the signed agreement provides otherwise, litigation will be brought in a Massachusetts state court in Worcester County or the United States District Court for the District of Massachusetts, where that court has jurisdiction. These standard terms do not require arbitration or waive jury-trial rights. Nothing in them limits nonwaivable rights or remedies, including applicable rights under Massachusetts General Laws chapter 93A.

8. Changes and continuing obligations

Website updates do not retroactively change an existing engagement. Changes to an active agreement, including fee increases, require both parties’ written agreement. Electronic signatures may be used where the parties agree to transact electronically. If a provision is unenforceable, it will be limited only to the extent permitted by law and the remaining provisions will continue to apply. Accrued payment obligations, confidentiality, intellectual-property provisions, and dispute provisions survive termination as appropriate.

Questions about these terms? Contact Nick Crouse.