Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of Boxford Partners LLC's ("Boxford Partners," "we," "us," or "our") consulting services, software products, and related offerings. By engaging our services or using our products, you ("Client," "you," or "your") agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Services Overview

2.1 Consulting Services

Boxford Partners provides revenue operations consulting, including but not limited to:

• Revenue operations audits and assessments
• CRM implementation and customization (Monday.com, HubSpot, Salesforce, and others)
• Marketing and sales automation design and implementation
• Business process optimization
• Integration architecture and custom development
• Ongoing technical support and maintenance

2.2 Software Products

Boxford Partners develops and licenses proprietary software tools under the Boxford Labs brand, including but not limited to:

• Interview Authenticity Intelligence (AI-powered interview analysis)
• Review management and automation systems
• Custom integration tools and APIs
• Other business automation software

2.3 Service Delivery Model

Our typical engagement follows a three-phase approach:

• Discovery Phase: Assessment of current systems and requirements
• Design Phase: Custom solution architecture and planning
• Implementation Phase: Build, deploy, and optimize solutions

Specific deliverables, timelines, and pricing will be outlined in individual Statements of Work.

3. Engagement Terms

3.1 Statements of Work

Each consulting engagement or software implementation will be governed by a Statement of Work ("SOW") that specifies:

• Scope of work and deliverables
• Timeline and milestones
• Pricing and payment terms
• Specific responsibilities of each party

SOWs are incorporated into and governed by these Terms. In the event of conflict between these Terms and an SOW, the SOW shall prevail for that specific engagement.

3.2 Project Changes

Changes to the scope of work require written approval from both parties. Additional work outside the original SOW will be billed separately at our then-current rates or as mutually agreed.

3.3 Client Responsibilities

You agree to:

• Provide timely access to necessary systems, data, and personnel
• Respond to requests for information within agreed timeframes
• Designate a primary point of contact with decision-making authority
• Provide accurate and complete information
• Review and approve deliverables in a timely manner

4. Fees and Payment

4.1 Pricing Structure

• Revenue Leak Checkpoint Calls: Complimentary initial assessment
• Comprehensive Audits: Starting at $3,500 (credited toward implementation if you proceed)
• Implementation Projects: $10,000-$30,000+ depending on scope
• Ongoing Retainers: Custom pricing based on support needs
• Software Licenses: As specified in individual license agreements

4.2 Payment Terms

Unless otherwise specified in an SOW:

• Audit fees are due upon completion of the audit
• Implementation projects require a 50% deposit before work begins
• Remaining balance is due upon completion or according to milestone-based payment schedule
• Monthly retainers are billed in advance on the first day of each month
• Software licenses are billed according to the subscription terms

4.3 Late Payment

Invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts more than 30 days past due.

4.4 Expenses

Unless otherwise specified, fees do not include travel expenses, third-party software licenses, or other out-of-pocket costs. Such expenses will be billed at cost plus 15% administrative fee, with advance approval for expenses exceeding $500.

5. Intellectual Property Rights

5.1 Pre-Existing IP

Each party retains all rights to intellectual property it owned prior to the engagement. This includes:

• Boxford Partners' proprietary tools, methodologies, frameworks, and software
• Client's pre-existing business processes, data, and materials

5.2 Work Product Ownership

For Consulting Services:

• Custom configurations, workflows, and implementations created specifically for you become your property upon full payment
• We retain the right to reuse general methodologies, techniques, and non-client-specific knowledge

For Software Products:

• You receive a license to use our software as specified in Section 6
• We retain all ownership rights to the underlying software, code, and algorithms
• Any customizations remain our property unless explicitly transferred in writing

5.3 Use of Client Materials

You grant us a limited license to use your trademarks, logos, and materials solely for the purpose of delivering services. We may display your company name and logo as a client reference unless you opt out in writing.

5.4 Portfolio and Case Studies

We may create case studies or portfolio pieces describing our work for you, subject to:

• Your prior written approval of any materials before publication
• Removal of any confidential or sensitive information
• Your right to request removal at any time

6. Software License Terms

6.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, limited license to access and use our software products for your internal business purposes only.

6.2 License Restrictions

You shall not:

• Reverse engineer, decompile, or disassemble the software
• Remove or modify any proprietary notices
• Rent, lease, sell, or sublicense the software
• Use the software to develop competing products
• Exceed authorized usage limits or user counts
• Use the software for illegal purposes or in violation of applicable laws

6.3 Software Updates

We may update, modify, or discontinue features of our software at any time. We will provide reasonable notice of material changes that negatively impact functionality.

6.4 Data and API Access

For software products that integrate with third-party platforms:

• You are responsible for maintaining valid credentials and API access
• We are not liable for disruptions caused by third-party service changes
• You grant us necessary permissions to access your data solely for providing the service

6.5 Subscription Terms

Software subscriptions automatically renew unless cancelled with 30 days' notice before the renewal date. Cancellation becomes effective at the end of the current billing period. No refunds for partial months.

7. Confidentiality

7.1 Definition

"Confidential Information" includes all non-public information disclosed by either party, including business plans, technical data, customer information, pricing, and proprietary methodologies.

7.2 Obligations

Each party agrees to:

• Protect Confidential Information using reasonable care (at least the same care used for its own confidential information)
• Use Confidential Information only for the purposes of the engagement
• Limit disclosure to employees and contractors with a need to know
• Not disclose Confidential Information without prior written consent

7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law (with prompt notice to the disclosing party)

7.4 Data Security

We implement reasonable administrative, technical, and physical safeguards to protect your data. However, no security system is impenetrable, and we cannot guarantee absolute security.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the services and software
• Services will materially conform to specifications in the applicable SOW

Your sole remedy for breach of these warranties is re-performance of the deficient services at no additional cost.

8.2 DISCLAIMER

8.3 Third-Party Services

We are not responsible for the performance, availability, or changes to third-party platforms (e.g., Monday.com, HubSpot, Salesforce). We will make reasonable efforts to maintain compatibility but cannot guarantee functionality if third parties modify their systems.

9. Limitation of Liability

9.1 Limitation of Direct Damages

9.2 Exclusion of Consequential Damages

9.3 Exceptions

These limitations do not apply to:

• Your breach of intellectual property rights
• Your breach of confidentiality obligations
• Your violation of applicable laws
• Liability that cannot be excluded under applicable law

10. Indemnification

10.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Boxford Partners, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our services or software in violation of these Terms
• Your violation of any law or regulation
• Infringement of third-party rights by your content or materials
• Negligence or willful misconduct

10.2 Our Indemnification

We agree to indemnify you from third-party claims that our services or software infringe a valid U.S. patent, copyright, or trademark, provided you:

• Promptly notify us in writing of the claim
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation in the defense

Our obligations do not apply to infringement arising from:

• Modification of our services or software
• Use in combination with third-party products
• Use after we notified you to stop due to infringement concerns
• Your specifications or requirements

11. Term and Termination

11.1 Term

These Terms begin when you first engage our services or use our software and continue until terminated as provided herein.

11.2 Termination for Convenience

Either party may terminate an ongoing engagement or software subscription with 30 days' written notice. You remain responsible for payment of all work performed through the termination date.

11.3 Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches these Terms and fails to cure within 15 days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases business operations

11.4 Effect of Termination

Upon termination:

• You must pay all outstanding fees for services rendered and software used
• We will provide you with all deliverables completed as of the termination date
• Your license to use our software terminates immediately (except for perpetual licenses)
• We will return or destroy your Confidential Information upon request
• Sections 5, 7, 8, 9, 10, and 12 survive termination

11.5 Transition Assistance

Upon request and for additional fees, we will provide reasonable transition assistance for up to 30 days after termination to help you migrate to alternative solutions.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any SOWs and license agreements, constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral.

12.2 Amendments

We may modify these Terms by providing 30 days' notice via email or by posting updated Terms on our website. Continued use of services after the effective date constitutes acceptance of the modified Terms. Material changes to SOWs require written agreement from both parties.

12.3 Assignment

You may not assign or transfer these Terms or any SOW without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets with notice to you.

12.4 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

12.5 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures. Performance will be suspended during the force majeure event and extended by a reasonable period.

12.6 Notices

All notices must be in writing and sent to:

Notices are deemed received upon delivery if sent via overnight courier, or three business days after mailing if sent via certified mail.

12.7 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in San Francisco County, California. Each party consents to the personal jurisdiction of such courts.

12.8 Dispute Resolution

Before filing any lawsuit, the parties agree to attempt good faith negotiations for at least 30 days. If negotiations fail, either party may pursue litigation as provided in Section 12.7.

12.9 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

12.10 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.11 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

12.12 Counterparts

These Terms and any SOWs may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures shall have the same force and effect as original signatures.

13. Compliance and Regulatory

13.1 GDPR Compliance

For clients subject to the General Data Protection Regulation (GDPR), we will execute a separate Data Processing Agreement addressing data protection requirements.

13.2 Data Protection

We comply with applicable data protection laws and maintain commercially reasonable security measures. You are responsible for ensuring your use of our services complies with laws applicable to you.

13.3 Export Controls

You may not use our services or software in violation of U.S. export laws and regulations. You represent that you are not located in, under control of, or a national or resident of any restricted country.

Last Updated: November 15, 2025