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Terms of Service & Master Services Agreement

Effective Date: January 2026

Service Provider: Andrew Zhukov (acting as "The Consultant")

By submitting payment for any invoice or project deposit, the Client agrees to the following terms.

1. Async-First Communication

The Consultant operates as a specialized asynchronous partner. To ensure maximum efficiency and documentation accuracy:

No Calls: All communication is conducted via email, Slack, or project management tools. Complex updates are delivered via Loom video recordings.
Response Time: Standard response time is within 24 business hours (Monday-Friday).

2. Intellectual Property & Code Ownership

We distinguish between "Client Data" and "The Toolkit".

Client Ownership: Upon full payment, the Client owns the specific instances of workflows, scripts, and documentation delivered. The Client owns all their data processed by the system.
Consultant's Background IP: The Consultant retains ownership of general code libraries, reusable snippets, architectural patterns, and methodologies used to build the solution. The Consultant reserves the right to reuse these non-specific assets for other projects. The Consultant grants the Client a perpetual, non-exclusive, worldwide license to use the code for their internal business operations.

3. Liability & Third-Party APIs

The Consultant builds architectures connecting third-party platforms (HubSpot, Apollo, n8n, etc.).

API Dependencies: The Consultant is not responsible for disruptions caused by third-party API changes, downtimes, or deprecations.
Maintenance: If a third-party service breaks the pipeline after delivery, fixing it is considered a new scope of work and will be billed accordingly.
Data Integrity: While every precaution is taken, the Consultant is not liable for data loss caused by platform glitches or prior database corruption.
Limitation of Liability: In no event shall the Consultant's liability exceed the total amount paid by the Client for the specific service milestone.

4. Scope & Revisions

Fixed Scope: The project scope is strictly defined in the Audit Report or Proposal.
Scope Creep: Any requests outside the agreed scope (e.g., "Can you also fix this other workflow?") will be billed at an out-of-scope consulting rate of $200/hr or quoted as a separate fixed-price project.
Revisions: The Client is entitled to one (1) round of bug fixes/adjustments within 7 days of delivery. Feature requests are not revisions.

5. Payment, Timelines & Refunds

Audit Timeline: The turnaround time (e.g., 48 hours) begins ONLY after the Client has completed the Intake Form and provided full access to necessary systems (CRM, API Keys). Payment alone does not start the timer.
Audits Payment: 100% upfront payment is required.
Projects Payment: 50% deposit required to start. 50% balance due before the final transfer of assets/documentation.
Refunds: Audit fees are refundable only if the Consultant fails to deliver the report within the agreed timeframe after receiving full access. Project deposits are non-refundable once coding/setup has commenced.

6. Confidentiality

The Consultant agrees to keep all Client data, credentials, and business strategies strictly confidential. Access to Client systems is used solely for the purpose of executing the agreed scope of work.