These Terms & Conditions (the "Terms") govern your access to and use of services provided by Tidal Solutions ("we," "us," or "our"). By requesting, purchasing, or using our services, you (the "Client") agree to these Terms, any Statement of Work ("SOW"), and any Master Service Agreement ("MSA") or Non‑Disclosure Agreement ("NDA") executed between us. If there is a conflict, an executed MSA or SOW prevails over these Terms.

1. Scope of Services

We provide virtual assistant services which may include bookkeeping (QuickBooks, invoicing, bank reconciliation, job costing), payroll services, administrative support (calendar & inbox management, Microsoft Office, data entry, filing, forms, signature collection, inventory/record maintenance), customer support, and social media content creation & management (collectively, the "Services"). Specific deliverables, timelines, service levels, and platform access are outlined in the applicable SOW or plan selection on our website.

Services do not include legal, tax, investment, or medical advice. Any timelines provided are good‑faith estimates and depend on Client responsiveness and platform availability.

2. Client Responsibilities

• Timely inputs & access: Provide accurate information, content, approvals, and least‑privilege credentials necessary to perform the Services; enable multi‑factor authentication where available.

• Compliance: Ensure your instructions, data, and use of platforms comply with law and third‑party terms.

• Content rights: You represent that you own or have permission to use all materials provided to us.

• Review & approvals: Review deliverables within [5 business days] of receipt; lack of feedback may be deemed acceptance for scheduling purposes.
  

3. Fees, Billing & Expenses

• Plans & billing: Fees are as listed on our site or in an SOW. Unless otherwise agreed, invoices are due at time service is completed or as agreed upon in contract.

• Late amounts: Overdue balances may accrue a [1.5%] monthly finance charge (or the maximum allowed by law) and may result in work pause.

• Expenses: Pre‑approved out‑of‑pocket expenses (e.g., postage, ads, software) will be invoiced at cost.

• Hours: Unless stated otherwise, unused hours in a monthly plan do not roll over; additional hours are billed at the then‑current rate.

• Deposits/Retainers: Any retainer is applied to final invoices; retainers are [non‑refundable] unless otherwise stated.
  

4. Term, Renewal & Termination

• Term: Month‑to‑month unless otherwise set in an SOW.

• Renewal: Plans auto‑renew monthly until cancelled.

• Cancellation: Either party may terminate with [30 days’] written notice. Client remains responsible for fees incurred and approved expenses through the effective termination date.

• Cause: We may suspend or terminate for material breach, non‑payment, illegal activity, or security risk.
  

5. Access, Security & Acceptable Use

• We follow a least‑privilege access model and maintain commercially reasonable safeguards. Client should not share personal passwords; use role‑based accounts where possible.

• Client will not direct us to engage in unlawful, unethical, or platform‑prohibited activity (e.g., spam, misleading claims, privacy violations).

• We may decline tasks that pose security, compliance, or reputational risk.
  

6. Confidentiality & Non‑Disclosure

Each party may receive non‑public information of the other ("Confidential Information"). Each party agrees to use the other’s Confidential Information only to perform under these Terms, protect it with reasonable safeguards, and not disclose it except to personnel with a need‑to‑know under obligations of confidentiality. Exclusions include information that is publicly available through no fault, lawfully received from a third party, or independently developed without reference to Confidential Information. Confidentiality obligations survive termination for [3 years] (and indefinitely for trade secrets).

7. Data Protection; HIPAA/BAA

• We act as a service provider/processor with respect to personal information we process on Client’s behalf and do not sell personal information.

• For work involving Protected Health Information (PHI), we can operate as a Business Associate under a signed Business Associate Agreement (BAA). Do not transmit PHI until a BAA is executed.

• We follow HIPAA‑aligned workflows where applicable and agreed. Client remains responsible for identifying PHI scope and ensuring lawful processing instructions.
  

8. Intellectual Property & Work Product

• Client Materials: Client retains all rights in materials it provides; Client grants us a limited license to use them solely to perform the Services.

• Work Product: Upon full payment, original deliverables created specifically for Client (e.g., documents, basic graphics, content) become Client’s property, excluding our pre‑existing materials and tools.

• Background IP & Know‑How: Our templates, workflows, software, and know‑how remain ours. We grant Client a non‑exclusive, non‑transferable license to use embedded background IP solely as part of the delivered work.

• Attribution & Portfolio: We will not use Client’s trademarks or logos in marketing without written permission.
  

9. Social Media & Communication

• We will use reasonable efforts to maintain your brand voice. Client is responsible for final approval of messaging and content calendars.

• Platform availability and algorithm changes are outside our control; results are not guaranteed.

• Client must ensure rights to all content we are asked to post or repurpose.
  

10. Subcontractors

We may use vetted subcontractors to perform portions of the Services. We remain responsible for their performance and require written confidentiality obligations at least as protective as these Terms.

11. Non‑Solicitation

During the Term and for [12 months] thereafter, Client agrees not to directly solicit for employment or contract any of our employees or contractors who were materially involved in the Services, without our prior written consent. General solicitations not specifically targeted at our personnel are excluded.

12. Warranties & Disclaimers

• Each party warrants it has the right and authority to enter into these Terms.

• We will perform the Services in a professional and workmanlike manner consistent with industry practice.

• Disclaimer: Except as expressly stated, the Services and deliverables are provided "as is" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non‑infringement.
  

13. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits or revenues, arising from or related to the Services, even if advised of the possibility. Except for unpaid fees, breach of confidentiality, or indemnification obligations, each party’s aggregate liability under these Terms shall not exceed the fees paid or payable by Client for the Services in the [three (3) months] preceding the claim.

14. Indemnification

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against third‑party claims arising out of (a) breach of these Terms; (b) violation of law; or (c) materials supplied by the indemnifying party that infringe third‑party rights.

15. Force Majeure

Neither party is liable for delays or failures to perform due to events beyond reasonable control, including acts of God, natural disasters, labor disputes, supplier failures, outages, or changes by third‑party platforms, provided the affected party uses reasonable efforts to mitigate and resumes performance promptly.

16. Independent Contractor

We act as an independent contractor. Nothing herein creates a partnership, joint venture, or employment relationship. Neither party may bind the other.

17. Governing Law & Dispute Resolution

These Terms are governed by the laws of the [State of Texas, USA], without regard to conflicts of law rules. The parties will first attempt to resolve disputes in good faith. If unresolved after [30 days], either party may seek relief in the state or federal courts located in [Travis County, Texas], and the parties consent to personal jurisdiction and venue there.

18. General Provisions

• Assignment: Neither party may assign these Terms without the other’s consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

• Notices: Legal notices must be in writing and sent to the contacts below (or as updated in writing).

• Entire Agreement: These Terms plus any SOW/MSA/NDA constitute the entire agreement and supersede prior discussions.

• Severability: If any provision is unenforceable, the remainder remains in effect.

• No Waiver: Failure to enforce a provision is not a waiver.

• Amendments: We may update these Terms by posting the revised version with a new effective date; material changes will be notified to active clients.

• Headings: Headings are for convenience only.

• Electronic Acceptance: Proceeding with Services constitutes acceptance of these Terms.
  
  

19. Contact

Tidal Solutions
Email: hello@tidalsolutionsco.com