STANDARD TERMS AND CONDITIONS OF SALE
Last Updated: 09/04/2026
These Standard Terms and Conditions of Sale ("Terms") govern the purchase of coaching program services ("Services") offered by Peak Value MSP, LLC ("Company") through www.peakvaluemsp.com ("Website"). By purchasing or otherwise agreeing to receive the Services, the client ("Client") agrees to these Terms.
1. AGREEMENT TERM
1.1 Initial Term. The initial term of this Agreement shall be twelve (12) months ("Initial Term"), commencing on the effective date specified in the applicable order form, service agreement, purchase order, or other written agreement between the Company and Client.
1.2 Automatic Renewal. Following the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current Term.
1.3 Binding Commitment. Except as expressly provided in Section 7, the Client's payment and performance obligations are non-cancelable during the then-current Term. Notice of non-renewal does not terminate the Agreement prior to the expiration of the then-current Term and does not relieve the Client of any payment obligations through the end of that Term.
2. PRICING AND PAYMENT
2.1 The Client agrees to pay the fees specified at the time of purchase or in the applicable order form, service agreement, or purchase order.
2.2 Pricing for Services shall automatically increase by six percent (6%) at the beginning of each Renewal Term unless otherwise stated in writing by the Company.
2.3 Payment will be due on the first of each month. Any credit card used for payment will include a four percent (4%) convenience fee. Any payment not received within fourteen (14) days of its due date shall be considered past due and may accrue interest at the maximum rate permitted by applicable law.
2.4 Failure to make timely payments may result in suspension of Services at the Company's discretion. Suspension of Services for nonpayment shall not relieve the Client of its payment obligations under this Agreement.
3. SCOPE OF SERVICES
3.1 The Company will provide coaching program services as outlined on the Website and any applicable service agreement, order form, or purchase order.
3.2 The Company reserves the right to modify its Services at any time, provided such modifications do not materially degrade the quality or intent of the Services purchased.
4. CLIENT RESPONSIBILITIES
4.1 The Client agrees to provide timely cooperation, accurate information, and any necessary resources required for the Company to deliver the Services effectively.
4.2 The Client acknowledges that the effectiveness of the Services depends on the Client's active participation and implementation of strategies discussed during the coaching sessions.
5. PROPRIETARY INFORMATION
5.1 All recorded content, media, files, documentation, methodologies, strategies, training materials, and any other intellectual property provided by the Company ("Proprietary Information") are and shall remain the sole property of the Company.
5.2 The Client shall not reproduce, distribute, share, modify, or use the Proprietary Information for any purpose other than as intended under this Agreement without the Company's express written consent.
5.3 Upon termination or expiration of this Agreement, the Client must return, delete, or destroy all Proprietary Information in its possession and, upon request, certify in writing that it has done so.
5.4 The Client agrees not to use any Proprietary Information to create, develop, or enhance any competitive service or offering.
6. CONFIDENTIALITY
6.1 Both parties agree to keep confidential any proprietary or sensitive business information exchanged during the Term of the Agreement.
6.2 The obligations of confidentiality shall survive the expiration or termination of this Agreement indefinitely.
7. TERMINATION AND NON-RENEWAL
7.1 No Termination for Convenience. The Client may not terminate this Agreement for convenience or without cause during the Initial Term or any Renewal Term. The Client remains responsible for all fees and other amounts due through the expiration of the then-current Term, regardless of whether the Client elects to discontinue participating in or utilizing the Services.
7.2 Non-Renewal. Either party may elect not to renew this Agreement by providing written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term. If timely written notice is not provided, the Agreement shall automatically renew for an additional twelve (12) month Renewal Term.
7.3 Termination for Material Breach by Company. If the Client believes that the Company has materially breached this Agreement, the Client must provide the Company with written notice describing the alleged material breach in reasonable detail. The Company shall have thirty (30) days following receipt of such notice to cure the alleged material breach.
The Client may terminate this Agreement for material breach only if the Company fails to cure the identified material breach within the thirty (30) day cure period. The Client shall continue to perform its obligations, including all payment obligations, during the cure period.
A Client's dissatisfaction with results, failure to achieve desired business outcomes, decision not to participate in or utilize the Services, changes in personnel, financial circumstances, business strategy, ownership, or other circumstances unrelated to the Company's material failure to perform its contractual obligations shall not constitute a material breach by the Company.
7.4 Material Breach by Client. If the Client materially breaches this Agreement, including without limitation failure to make required payments, misuse of the Company's Proprietary Information, violation of confidentiality obligations, or any other material failure to comply with the Client's obligations under this Agreement, the Company may provide written notice describing the breach and, where the breach is reasonably capable of cure, provide the Client thirty (30) days from receipt of such notice to cure the breach.
Notwithstanding the foregoing, the Company may immediately suspend Services for nonpayment in accordance with Section 2.4 and may immediately terminate this Agreement for unauthorized use, reproduction, distribution, or disclosure of the Company's Proprietary Information; unlawful conduct related to the Services; or conduct that materially threatens the Company, its personnel, its clients, or the integrity of its programs.
If the Client fails to cure a material breach within the applicable cure period, the Company may, in its sole discretion, terminate this Agreement and declare immediately due and payable all unpaid fees and other amounts that would otherwise have become due through the expiration of the then-current Term.
The Company's decision not to accelerate remaining amounts due in any particular instance shall not constitute a waiver of its right to exercise that remedy in connection with any other breach or at any later time.
Suspension or termination of Services due to Client breach shall not relieve the Client of any payment obligations arising under this Agreement.
7.5 Effect of Termination or Expiration. Upon expiration or permitted termination of this Agreement, all amounts then due and owing shall become immediately payable. Any provisions which by their nature are intended to survive expiration or termination, including confidentiality, proprietary information, payment obligations, limitation of liability, and dispute resolution provisions, shall survive.
8. LIMITATION OF LIABILITY
8.1 The Company makes no guarantees regarding specific business outcomes resulting from the Services.
8.2 To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, or consequential damages arising from or related to the use of its Services.
8.3 The Company's total liability under this Agreement shall not exceed the total fees paid by the Client in the six (6) months preceding the claim.
9. FORCE MAJEURE
9.1 The Company shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, government actions, labor strikes, and technical failures.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
10.2 Any disputes arising under or related to this Agreement shall be resolved through binding arbitration in Delaware in accordance with the rules of the American Arbitration Association.
11. MISCELLANEOUS
11.1 Entire Agreement. These Terms, together with any applicable order form, service agreement, or purchase order, constitute the entire agreement between the parties concerning the Services and supersede any prior agreements or understandings concerning the same subject matter.
11.2 Amendments and Applicable Version. The Company may revise these Standard Terms and Conditions from time to time. Each version shall be identified by its effective or "Last Updated" date.
The Client shall be bound by the version of these Terms accepted by the Client at the time the applicable Agreement is entered into. Subsequent revisions posted by the Company shall not modify or replace the Terms applicable to that Agreement unless expressly agreed to in writing by the Client and the Company.
For purposes of any Renewal Term, the version of the Terms applicable to the Client shall remain the version previously accepted by the Client unless the parties expressly agree in writing to adopt a subsequent version.
11.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 No Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
11.5 Notices. Any notice of non-renewal, alleged material breach, or termination required under this Agreement must be provided in writing and delivered by email to the email address designated by the receiving party for contractual notices, or by nationally recognized overnight courier or certified mail to the receiving party's last known business address. Notice shall be effective upon confirmed receipt. The Client is responsible for maintaining current contact information with the Company.