Engagement terms.

How these terms work

The proposal is the order. These terms apply to services you buy from Accuio LLC (“Accuio,” “we”) under a proposal, payment link, or client-portal purchase that refers to them. Each proposal carries a version ID. The proposal sets the engagement type (Block, Retainer, or Project), the price, and what we are aiming at. The proposal and these terms are the whole agreement. If they conflict, these terms control.

Accepting. You accept by completing a purchase through our payment link or portal, or by signing. The proposal version ID is recorded with your payment, and that version is the one you accepted. Whoever purchases on your company’s behalf confirms they have authority. We keep a copy of every proposal version. An ongoing Retainer stays on the terms you accepted until you renew it.

1. The three engagement types

Block. A prepaid set of hours at the hourly rate in the proposal, billed in tenths of an hour. The block is the cap: we do not work or charge beyond it unless you buy another. Nothing renews automatically and we keep no card on file. A target named in the proposal is a priority, not a promise of completion inside the block. Block hours expire 60 days after purchase; the clock pauses while we are waiting on inputs we have asked you for. Unused hours are not refundable, except that if Accuio ends the engagement for its own convenience we refund them at the purchased rate.

Retainer. A fixed monthly fee for the hours or availability stated in the proposal, paid in advance each month. Unused retainer hours do not carry over; hours beyond the retainer are billed at the proposal’s hourly rate. Either party may end a Retainer on 30 days’ written notice; the current month is not refunded.

Project. A fixed fee for the deliverable described in the proposal, paid half when you accept the proposal and half on delivery unless the proposal says otherwise. Work outside the description is a change request, billed at the proposal’s hourly rate or quoted separately. A deliverable is accepted when you confirm it in writing, or 10 business days after we send it unless you have told us in writing, within that time, specifically how it does not match the proposal. We fix what you identify and resend. An objection holds payment only for the part that does not match the proposal; the second half is otherwise due on delivery. If a Project ends early, we true up: you pay for work done at the proposal’s hourly rate, up to the fixed fee, and whichever party has been over- or under-paid settles the difference within 15 days.

Payment. Invoices for anything not prepaid are due on receipt. Late balances accrue 1.5% per month, we may pause work while an invoice is unpaid, and you pay reasonable collection costs. A chargeback or payment reversal for work already performed is a breach. Fees exclude taxes; you pay any sales or similar tax we are required to collect.

All types. You direct the work and may redirect it by email; decisions about whether and how to use our advice are yours. We log hours as work is performed and report them to you on request; question an entry within 30 days or it is final. You give us timely access to the information, systems, and people the work needs; we are not responsible for delay caused by late or incomplete inputs. Expenses only with your prior written approval, passed through at cost.

2. Third parties and accounts

Agencies, vendors, and software you engage on our recommendation are your contracts, paid by you directly. Choosing a vendor is your decision, and we are not responsible for a vendor’s performance. Accounts the work requires (advertising, analytics, code repositories, workflow tools, and the like) are opened in your name where the tool allows it; we take access for the engagement and hand it back when the engagement ends.

3. Consulting, not legal services

Accuio is a consulting firm, not a law firm. Our services are business, marketing, technology, and operational consulting. Nothing we do under these terms is legal advice or legal services, and no attorney-client relationship is created with Accuio or anyone who works for it, even if that person is a licensed attorney. The protections of a client-lawyer relationship, including attorney-client privilege and a lawyer’s confidentiality duties, do not apply to our work. Do not send us privileged material; doing so may waive the privilege. If you want legal advice, engage a lawyer. To be clear, Marra Legal is a separate firm with its own engagement letter. Have your own counsel review any contract before you sign it.

4. Confidentiality and data

Confidential information. “Confidential information” is non-public information one party discloses to the other in connection with the engagement, in any form, that is marked confidential or that a reasonable person would understand to be confidential: including business plans, customer and sales data, pricing, financials, product and technical information, and internal processes. Each party will use the other’s confidential information only for the engagement, protect it with at least the care it uses for its own confidential information and no less than reasonable care, and share it only with its personnel and contractors who need it and are bound by substantially similar confidentiality obligations. These duties last three years after the engagement ends, and for trade secrets as long as they remain trade secrets. They do not cover information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed without use of the other’s information, or was rightfully received from a third party without restriction. If disclosure is required by law or court order, the receiving party gives prompt notice where lawful and discloses only what is required. On request after the engagement ends, each party returns or destroys the other’s confidential information, except copies kept in routine backups or as required by law, which stay confidential.

AI tools. AI tools are part of how we work and will touch most of what we deliver: drafting, analysis, research, code, and workflow automation. We use them under commercial terms that do not permit the provider to train on your data, with any training or data-sharing settings turned off where the tool offers them, and we keep each client’s materials in separate projects, workspaces, or files so one client’s information is not carried into another’s work. We review AI output before it reaches you, but AI output can be wrong, incomplete, or similar to material produced for others, and you are responsible for verifying anything you rely on. We list the tools we use on request. If you need a particular tool excluded, tell us in writing before the work starts; we will either agree in writing or decline the work.

Regulated data. You will not give us protected health information, payment card data, or other regulated personal data. If any is sent anyway, we may refuse it, delete it, and pause the work until it is removed, and you are responsible for any resulting obligations or claims. If a task truly needs such data, we agree in writing on safeguards first.

5. Work product and know-how

What we own. Accuio owns, and keeps, everything it brought to the engagement and everything general-purpose it creates during it: skills, methods, templates, scorecard and document structures, workflow skeletons, prompts, code patterns, and libraries (“Accuio materials”). Accuio materials are never assigned to you. Where they are embedded in your deliverables, you have a perpetual, irrevocable, royalty-free, non-exclusive license to use them as part of those deliverables.

What you own. On full payment, we assign to you the client-specific layer of the deliverables we create for you: the content, configuration, business rules, data, and text written for your business, and the delivered documents, briefs, RFPs, scorecards, workflows, and code to the extent they are specific to you. You grant Accuio a perpetual, irrevocable, royalty-free license to reuse the structure, sequence, methods, and generic language of the deliverables to create the same or similar work for others; that license survives any end of this agreement. Your confidential information and data are yours and are not reused.

We do the same work for others. Because we build with reusable methods and AI tooling, we may give the same advice and build the same or similar workflows, documents, and tools for other clients, potentially including your competitors, from the same Accuio materials. We never reuse your confidential information or data.

Copy, AI-assisted, and third-party content. We may draft marketing or other copy if the proposal says so. You approve all copy before it is used, and accuracy, claim substantiation, and regulatory compliance of anything you publish are your responsibility. Deliverables may include AI-generated material, which may not be protectable by copyright; we make no promise that a deliverable is registrable or enforceable against third parties. Third-party and open-source components are licensed to you under their own terms, and we identify any copyleft components before delivery.

6. Promises and limits

Our warranty. We perform the services in a professional and workmanlike manner. If we do not, your remedy is, at our choice, re-performance or a refund of the fees for that work. We do not guarantee leads, revenue, response rates, vendor performance, or any business result, and we disclaim all other warranties, express or implied.

You protect us on your products and your data. Your products, your materials, claims about your products, and your use of the deliverables are your responsibility, including regulatory compliance. You will defend and indemnify Accuio against third-party claims arising from them, from regulated data you sent us, from a chargeback of work we performed, or from your misuse of Accuio materials.

Limit on our liability. Accuio’s total liability arising out of this agreement, on any theory, is limited to the fees you paid Accuio under the proposal that gave rise to the claim. Neither party shall be liable for indirect, consequential, special, or punitive damages or lost profits. This section does not limit your indemnity obligations, the fees you owe, or either party’s liability for breach of Section 4 or misuse of the other’s intellectual property.

7. Ending the engagement

Either party may end the engagement by email at any time (Retainers: 30 days’ notice). We stop starting new work on receipt, finish or bring to a stopping point any task already in progress (not to exceed two business days or the remaining purchased hours), and deliver what is complete. Block hours are settled under Section 1; a Project is trued up under Section 1. Sections 1 (payment and hours), 2, and 3 through 8 survive.

8. General

Accuio is an independent contractor and may use subcontractors bound by substantially similar confidentiality obligations; we remain responsible for their work. We will not name you as a client publicly unless the proposal says we may, or you consent. Indiana law governs. The state courts of Hamilton County, Indiana, or the U.S. District Court for the Southern District of Indiana, have exclusive jurisdiction; each party waives a jury trial, and the parties will talk in good faith for 30 days before filing suit, except that either party may seek an injunction at any time to protect confidential information or intellectual property. Notices go by email to the contacts in the proposal. We may publish updated terms; they apply to purchases made after publication. Accuio may assign this agreement to a successor to its business, and may assign its right to payment, without your consent; you may not assign this agreement without our written consent. If a term is unenforceable the rest stands, and not enforcing a term is not a waiver.

Questions: [email protected]