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  • Terms & Conditions Terms & Conditions Effective Date: May 7, 2026 · Last Updated: May 7, 2026 Entity: Vandfort LLC · Florida Limited Liability Company Section 01 Acceptance of Terms These Terms of Service ("Terms") constitute a legally binding agreement between you (whether individually or on behalf of the entity you represent) and Vandfort LLC ("VANDFORT," "we," "us," or "our"), a Florida limited liability company with its principal place of business at 2 S Biscayne Blvd, Ste 3200 #5922, Miami, FL 33131. By accessing or using our website at vandfort.com (the "Site"), engaging our professional services, submitting an inquiry or assessment, or otherwise interacting with VANDFORT, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use our Site or Services. Relationship to engagement agreements: These Terms govern general use of our Site and provide the baseline framework for our Services. Individual client engagements are further governed by a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or engagement letter executed between VANDFORT and the client. In the event of any conflict between these Terms and a signed engagement agreement, the engagement agreement shall control with respect to the services described therein. Section 02 Description of Services VANDFORT is an AI-native go-to-market (GTM) operations and revenue operations consulting firm. Our Services include, but are not limited to: GTM Audit: A paid diagnostic assessment that evaluates a client's revenue operations across four domains — GTM Operations, Sales Operations, CS Operations, and Revenue Intelligence — using a proprietary 45-metric framework.
  • Engagements: the GTM Audit, a fixed-scope diagnostic; System Build, a fixed-scope build gated on a passing test; and Run, an ongoing operated subscription - across GTM Operations, Sales Operations, CS Operations, and Revenue Intelligence.
  • GTM Health Score: A self-service assessment tool available through our Site that provides an indicative evaluation of GTM operational maturity based on user-submitted responses.
  • Content and resources: Blog posts, guides, benchmarks, and other educational content published on our Site.
  • The specific scope, deliverables, timelines, and fees for any consulting engagement are defined in the applicable SOW or engagement agreement. These Terms do not create an obligation on VANDFORT to provide Services absent a signed engagement agreement.

    Eligibility

    Our Site and Services are intended for business professionals and entities. By using the Site or engaging our Services, you represent that you are at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater), are capable of entering into a binding legal agreement, and will use the Site and Services only for lawful business purposes.

    VANDFORT reserves the right to refuse service, terminate accounts, or cancel engagements at its discretion if it determines that a user or client does not meet these eligibility requirements or is using the Site or Services in violation of these Terms.

    Client Engagements and Scope of Work

    4.1 Engagement Formation

    All consulting engagements require a signed SOW, MSA, or engagement letter that specifies the scope of work, deliverables, timeline, fees, and payment schedule. No engagement is considered accepted or active until the applicable agreement has been executed by both parties and any required upfront payment has been received.

    4.2 Scope Boundaries

    VANDFORT will perform the Services described in the applicable engagement agreement and is not obligated to perform work outside the agreed scope. If additional work is requested by the client during an engagement, VANDFORT will provide a change order specifying the additional scope, timeline, and fees. No out-of-scope work will be performed without a signed change order or written amendment to the original agreement.

    4.3 Deliverables

    All deliverables are described in the applicable engagement agreement. VANDFORT will deliver work in accordance with the timeline specified, subject to the client fulfilling its responsibilities under Section 8. Delivery timelines are estimates and not guaranteed deadlines unless expressly stated as such in the engagement agreement.

    4.4 Post-Delivery Support

    Unless otherwise specified in the engagement agreement, VANDFORT provides a post-delivery support window as defined in the applicable SOW (typically 14 to 30 days). Support during this window is limited to clarification of delivered work, minor corrections, and reasonable follow-up questions related to the engagement scope. Requests beyond this window or outside the engagement scope require a new agreement or change order.

    Fees and Payment Terms

    5.1 Pricing

    Fees for VANDFORT's Services are set forth in the applicable engagement agreement. All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing. VANDFORT reserves the right to update its pricing for future engagements at any time; pricing changes will not affect engagements with signed agreements already in effect.

    5.2 Payment Schedule

    Payment schedules are defined in each engagement agreement. VANDFORT's standard payment terms by engagement mode are:

    5.3 Late Payments

    Invoices not paid within fifteen (15) days of the due date will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. VANDFORT reserves the right to suspend work on any active engagement if payment is more than fifteen (15) days overdue, and to terminate the engagement if payment is more than thirty (30) days overdue, without liability for any resulting delays.

    5.4 Refunds and Cancellation

    Fees paid for the GTM Audit and project-based engagements (Design and Fix modes) are non-refundable once VANDFORT has been granted access to the client's systems or data, as work commences immediately upon access. For Run retainers, either party may terminate the retainer upon thirty (30) days' written notice, subject to any minimum commitment period. Prepaid retainer fees for the period following the effective date of termination will be refunded on a pro-rata basis.

    5.5 Taxes

    All fees are exclusive of taxes. The client is responsible for all applicable sales, use, value-added, withholding, or similar taxes imposed by any governmental authority in connection with the Services, other than taxes imposed on VANDFORT's net income.

    5.6 Third-Party Tool Costs

    Certain engagements may require the client to purchase or subscribe to third-party software tools (such as CRM platforms, customer success platforms, enrichment services, analytics tools, or data infrastructure). These third-party tool costs are the sole responsibility of the client and are separate from VANDFORT's engagement fees. VANDFORT will disclose estimated third-party costs in the engagement proposal where applicable, but does not guarantee third-party pricing.

    Intellectual Property

    6.1 VANDFORT Proprietary Materials

    VANDFORT retains all right, title, and interest in and to its proprietary methodologies, frameworks, templates, processes, tools, benchmark data, analytical models, and know-how, including but not limited to the 45-metric diagnostic framework, scoring rubrics, domain playbooks, AI-powered analysis prompts, engagement templates, and the GTM Health Score assessment methodology (collectively, "VANDFORT IP"). No engagement, delivery, or use of VANDFORT's Services transfers ownership of VANDFORT IP to the client.

    6.2 Client Deliverables

    Upon full payment of all fees owed for an engagement, the client receives a non-exclusive, non-transferable, perpetual license to use the deliverables produced during that engagement for the client's internal business purposes. This license does not grant the client any rights to VANDFORT IP embedded within the deliverables, except as necessary to use the deliverables for their intended purpose.

    6.3 Client Data

    The client retains all right, title, and interest in and to its own data, including CRM records, pipeline data, customer data, financial data, and other proprietary business information provided to or accessed by VANDFORT during an engagement ("Client Data"). VANDFORT acquires no ownership interest in Client Data.

    6.4 Benchmark and Aggregated Data

    VANDFORT may use anonymized and aggregated data derived from engagements — stripped of all personally identifiable information and company identifiers — to build and maintain its proprietary benchmark database, improve its methodologies, develop industry reports, and inform future product development (including the GTM Health Score tool). No individual client or company can be identified from this aggregated data. The client grants VANDFORT a non-exclusive, perpetual, royalty-free license to use such anonymized and aggregated data for these purposes.

    6.5 Site Content

    All content on the Site — including text, graphics, logos, icons, images, audio, video, data compilations, and software — is the property of VANDFORT or its content licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Site content without VANDFORT's prior written consent, except for temporary caching or as permitted by applicable law.

    6.6 Trademarks

    VANDFORT, the VANDFORT logo, "Design. Build. Fix. Run.", "Stop patching. Start scaling.", and other marks, logos, and slogans displayed on the Site are trademarks or service marks of VANDFORT. You may not use these marks without VANDFORT's prior written permission. All other trademarks appearing on the Site are the property of their respective owners.

    6.7 Feedback

    If you provide VANDFORT with feedback, suggestions, or ideas regarding our Site or Services, you grant VANDFORT a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such feedback into our products and services without any obligation to you.

    Confidentiality

    7.1 Definition

    "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or through access to systems, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, CRM data, pricing, technical data, trade secrets, product plans, and proprietary methodologies.

    7.2 Obligations

    The Receiving Party agrees to hold Confidential Information in strict confidence, use it only for the purpose of fulfilling its obligations under these Terms or the applicable engagement agreement, restrict access to personnel and contractors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein, and not disclose it to any third party without the Disclosing Party's prior written consent.

    7.3 Exclusions

    Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was already in the Receiving Party's possession without restriction prior to disclosure, is independently developed by the Receiving Party without use of or reference to the Confidential Information, or is received from a third party without restriction and without breach of any obligation of confidentiality.

    7.4 Compelled Disclosure

    If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that is legally required and shall use reasonable efforts to ensure that confidential treatment is afforded to the disclosed information.

    7.5 Duration

    Confidentiality obligations under this section survive termination or expiration of these Terms and any engagement agreement for a period of three (3) years from the date of disclosure, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

    Client Responsibilities

    The successful delivery of VANDFORT's Services requires active client participation. By engaging VANDFORT, the client agrees to:

  • Provide timely access: Grant VANDFORT access to CRM systems, marketing automation platforms, customer success tools, analytics platforms, and other business systems identified as necessary in the engagement agreement, within the timeframes specified.
  • Designate a point of contact: Appoint an internal project sponsor or point of contact with the authority to make decisions, approve deliverables, and provide timely feedback.
  • Participate in discovery: Make key stakeholders available for interviews, workshops, and review sessions as outlined in the engagement agreement.
  • Provide accurate information: Ensure that all information, data, and materials provided to VANDFORT are accurate, complete, and up to date to the best of the client's knowledge.
  • Review deliverables promptly: Review and provide feedback on deliverables within the timelines specified in the engagement agreement. Deliverables not disputed within the agreed review period shall be deemed accepted.
  • Maintain system integrity: Refrain from making changes to systems under active engagement (such as CRM configurations, pipeline stages, or integration logic) without prior coordination with VANDFORT, as uncoordinated changes may affect the integrity of deliverables.
  • Ensure legal compliance: Maintain responsibility for ensuring that its own data practices, privacy policies, and use of personal data comply with applicable laws. VANDFORT is not responsible for the client's compliance obligations to its own customers, prospects, or employees.
  • Delays or failures in the client's performance of the above responsibilities may result in extended timelines, additional fees (subject to a change order), or reduced deliverable scope. VANDFORT shall not be liable for delays caused by the client's failure to fulfill its obligations.

    Use of AI and Automated Tools

    9.1 AI-Native Delivery

    VANDFORT is an AI-native firm. Artificial intelligence tools — including large language models (such as Anthropic's Claude and OpenAI models), AI-powered enrichment platforms (such as Clay AI), and AI-assisted automation tools — are integral to our service delivery methodology. By engaging VANDFORT, the client acknowledges and consents to the use of AI tools in the performance of the Services.

    9.2 How AI Is Used

    AI tools may be used to analyze CRM and operational data, identify patterns and anomalies, quantify revenue leakage, generate diagnostic insights, draft reports and deliverables, synthesize interview notes, build enrichment pipelines, automate operational workflows, and score GTM Health Score assessment responses. All AI-generated outputs incorporated into client deliverables are reviewed and validated by VANDFORT's team before delivery.

    9.3 Data Handling with AI Tools

    When Client Data is processed through AI tools, it may be transmitted to the providers of those tools subject to their data processing terms. VANDFORT uses API-level access with data processing agreements in place and configures AI tool usage to minimize data retention by third-party providers. VANDFORT does not use Client Data to train third-party AI models, and contractually prohibits its AI subprocessors from doing so.

    9.4 Limitations of AI

    While AI enhances the speed, depth, and pattern-recognition capabilities of our analysis, AI-generated outputs may occasionally contain inaccuracies, require contextual adjustment, or reflect limitations in the underlying data. VANDFORT does not guarantee that AI-generated insights are error-free. Human review and professional judgment are applied to all AI outputs before they are incorporated into client deliverables, but the client should independently evaluate recommendations before making material business decisions based on engagement deliverables.

    Data Access and Security

    10.1 System Access

    Certain Services require VANDFORT to access the client's business systems (including CRM platforms, marketing automation tools, customer success platforms, and analytics tools). Access credentials and permissions provided by the client will be used solely for the purpose of performing the Services described in the engagement agreement.

    10.2 Credential Handling

    VANDFORT will handle system credentials with care and in accordance with commercially reasonable security practices. All access credentials will be revoked and securely deleted within seven (7) business days of the completion or termination of the applicable engagement, unless the engagement agreement provides for ongoing access (as in Run retainers).

    10.3 Data Processing Role

    When VANDFORT accesses and processes data within the client's business systems, it does so as a service provider (processor) acting on behalf of and under the direction of the client (controller). VANDFORT will process Client Data only for the purposes specified in the engagement agreement and in compliance with applicable data protection laws. The client remains the controller of its data and is responsible for ensuring that it has the legal authority to grant VANDFORT access to such data.

    10.4 Security Measures

    VANDFORT implements commercially reasonable administrative, technical, and physical security measures to protect Client Data against unauthorized access, use, alteration, or destruction, as further described in our Privacy Policy.

    10.5 Breach Notification

    In the event that VANDFORT becomes aware of a security breach affecting Client Data, VANDFORT will notify the affected client without undue delay and in compliance with applicable breach notification laws. VANDFORT will cooperate with the client in investigating and mitigating the breach.

    Warranties and Disclaimers

    11.1 VANDFORT's Warranty

    VANDFORT warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for B2B consulting services. If the client notifies VANDFORT in writing within fifteen (15) days of delivery that a deliverable materially fails to conform to the specifications set forth in the applicable engagement agreement, VANDFORT will, at its sole option and expense, re-perform the non-conforming portion of the Services or correct the deliverable. This re-performance or correction constitutes the client's sole and exclusive remedy for any breach of this warranty.

    11.2 Disclaimer of Warranties

    EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VANDFORT DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

    11.3 No Guarantee of Results

    VANDFORT provides professional analysis, recommendations, and operational support based on the data and information available. VANDFORT does not guarantee specific business outcomes, revenue increases, cost reductions, conversion rate improvements, or any other specific results from the use of its Services. Diagnostic findings, benchmark comparisons, and revenue leakage estimates are based on available data and industry standards and should not be construed as guarantees of future performance.

    11.4 GTM Health Score Assessment

    The GTM Health Score assessment tool available on our Site provides an indicative, self-reported evaluation for informational purposes only. Results are based on user-submitted responses and should not be relied upon as a substitute for a comprehensive professional audit. The assessment is not a consulting engagement and does not create a client relationship.

    Limitation of Liability

    12.1 Exclusion of Consequential Damages

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANDFORT, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF VANDFORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    12.2 Cap on Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VANDFORT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, ANY ENGAGEMENT AGREEMENT, OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO VANDFORT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    12.3 Exceptions

    The limitations in Sections 12.1 and 12.2 shall not apply to liability arising from either party's breach of confidentiality obligations under Section 7, VANDFORT's willful misconduct or gross negligence, or obligations that cannot be limited by applicable law.

    12.4 Basis of the Bargain

    The client acknowledges that VANDFORT has set its fees and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

    Indemnification

    13.1 Client Indemnification

    The client agrees to indemnify, defend, and hold harmless VANDFORT and its members, managers, employees, contractors, and agents from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the client's breach of these Terms or any engagement agreement, the client's violation of applicable laws or regulations, the client's provision of inaccurate, incomplete, or misleading data or information, any claim by a third party arising from the client's use of deliverables produced by VANDFORT, or the client's failure to obtain necessary consents or authorizations for VANDFORT to access its systems or data.

    13.2 VANDFORT Indemnification

    VANDFORT agrees to indemnify, defend, and hold harmless the client from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of VANDFORT's material breach of its confidentiality obligations under Section 7, or any claim that VANDFORT IP incorporated into client deliverables infringes the intellectual property rights of a third party, provided that the client promptly notifies VANDFORT of such claim, grants VANDFORT sole control of the defense and settlement, and reasonably cooperates with VANDFORT at VANDFORT's expense.

    13.3 Procedure

    The indemnified party shall provide prompt written notice of any claim, cooperate with the indemnifying party in the defense, and not settle any claim without the indemnifying party's prior written consent. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent that such failure materially prejudices its defense.

    Term and Termination

    14.1 Term

    These Terms are effective as of the date you first access the Site or engage our Services and remain in effect until terminated by either party as provided herein. The term of individual engagement agreements is governed by the applicable SOW or MSA.

    14.2 Termination for Convenience

    For Run retainers, either party may terminate the retainer upon thirty (30) days' written notice, subject to any minimum commitment period specified in the engagement agreement. For project-based engagements (Audit, Design, Fix), early termination by the client does not entitle the client to a refund of fees already paid, except as expressly provided in the engagement agreement.

    14.3 Termination for Cause

    Either party may terminate an engagement agreement immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach, or becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.

    14.4 Effect of Termination

    Upon termination or expiration of an engagement, VANDFORT will deliver any completed deliverables for which payment has been received, provide reasonable transition assistance for a period of up to fourteen (14) days (unless a longer period is specified in the engagement agreement), revoke and securely delete all client system credentials within seven (7) business days, and return or destroy Client Data in VANDFORT's possession in accordance with the engagement agreement and applicable law. Termination does not relieve either party of obligations that accrued prior to the effective date of termination, including payment obligations, confidentiality obligations, and intellectual property provisions.

    14.5 Survival

    Sections 5 (Fees), 6 (Intellectual Property), 7 (Confidentiality), 11 (Warranties & Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Non-Solicitation), 20 (Governing Law), and 21 (General Provisions) shall survive termination or expiration of these Terms and any engagement agreement.

    Non-Solicitation

    During the term of any engagement agreement and for a period of twelve (12) months following its termination or expiration, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in the performance of the Services, without the prior written consent of the other party.

    This restriction does not apply to general recruitment advertising (such as job postings on public job boards, company career pages, or social media) that is not specifically directed at the other party's personnel, or to individuals who independently initiate contact with the hiring party without solicitation.

    Website Use and Acceptable Conduct

    16.1 Permitted Use

    You may access and use the Site for lawful business purposes, including viewing content, completing assessment tools, submitting inquiry forms, and accessing resources. You agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site.

    16.2 Prohibited Conduct

    In connection with your use of the Site, you agree not to:

  • Use any automated means (bots, scrapers, crawlers) to access, monitor, or copy Site content without VANDFORT's prior written consent
  • Attempt to gain unauthorized access to any part of the Site, its servers, or any connected systems
  • Transmit any viruses, malware, or other harmful code
  • Impersonate any person or entity, or falsely state or misrepresent your identity or affiliation
  • Use the Site to send unsolicited communications (spam)
  • Reproduce, distribute, modify, or create derivative works of Site content without authorization
  • Use the Site or any information obtained from it to compete directly with VANDFORT's Services
  • Remove, obscure, or alter any copyright, trademark, or other proprietary notices on the Site
  • 16.3 Site Availability

    VANDFORT does not guarantee that the Site will be available at all times or without interruption. We may suspend, modify, or discontinue the Site (or any part of it) at any time without prior notice or liability.

    Third-Party Tools and Links

    The Site may contain links to third-party websites, services, or resources that are not owned or controlled by VANDFORT. Additionally, our Services may involve the use of third-party tools and platforms (such as HubSpot, Salesforce, Clay, Zapier, Google Workspace, Slack, and others).

    VANDFORT is not responsible for the content, privacy practices, availability, or security of any third-party websites, tools, or services. The inclusion of any link or the use of any third-party tool does not imply endorsement by VANDFORT. Your use of third-party tools and services is subject to those third parties' own terms of service and privacy policies, and you should review them independently.

    VANDFORT shall not be liable for any loss, damage, or claim arising from your use of, or reliance on, any third-party tools, platforms, or services, whether or not such tools were recommended by VANDFORT as part of an engagement.

    Privacy

    Your use of the Site and Services is subject to our Privacy Policy, which describes how we collect, use, disclose, retain, and protect personal information. The Privacy Policy is incorporated into these Terms by reference. By using the Site or Services, you consent to the data practices described in the Privacy Policy.

    For engagements involving access to client systems and data, additional data processing terms may be included in the applicable engagement agreement, including data processing addenda that address the parties' roles, responsibilities, and obligations under applicable data protection laws.

    Changes to These Terms

    VANDFORT reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page. We may also provide additional notice of material changes through a banner on the Site or by email to clients with active engagements.

    Your continued use of the Site or Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you should discontinue use of the Site and Services.

    Modifications to these Terms shall not apply retroactively to disputes or events arising before the effective date of the modification. For clients with active engagement agreements, the version of these Terms in effect at the time the engagement agreement was signed shall govern that engagement unless both parties agree in writing to apply updated Terms.

    Governing Law and Dispute Resolution

    20.1 Governing Law

    These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict-of-law provisions.

    20.2 Informal Resolution

    Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute informally by sending written notice describing the dispute to the other party. The parties shall negotiate in good faith for a period of thirty (30) days following receipt of such notice before pursuing arbitration or litigation.

    20.3 Binding Arbitration

    Any dispute that cannot be resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, seated in Miami-Dade County, Florida. The arbitrator shall have the authority to award any remedy that a court of competent jurisdiction could award. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

    20.4 Exceptions to Arbitration

    Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida, to prevent irreparable harm pending the completion of arbitration. Additionally, disputes involving amounts less than $10,000 may be brought in the small claims court of Miami-Dade County, Florida, at the election of either party.

    20.5 Class Action Waiver

    TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND VANDFORT EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. All disputes shall be resolved on an individual basis.

    20.6 Prevailing Party

    In any arbitration or legal proceeding arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

    General Provisions

    21.1 Entire Agreement

    These Terms, together with the Privacy Policy and any applicable engagement agreement, constitute the entire agreement between you and VANDFORT regarding the subject matter herein and supersede all prior or contemporaneous communications, proposals, and representations, whether oral or written, with respect to the Site and Services (except to the extent expressly stated otherwise in a signed engagement agreement).

    21.2 Severability

    If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

    21.3 Waiver

    The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

    21.4 Assignment

    You may not assign or transfer these Terms or any rights or obligations hereunder without VANDFORT's prior written consent. VANDFORT may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section shall be void.

    21.5 Force Majeure

    Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any engagement agreement to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, labor disputes, power failures, internet or telecommunications failures, or third-party service outages. The affected party shall provide prompt notice of the force majeure event and use commercially reasonable efforts to mitigate its effects.

    21.6 Independent Contractors

    The relationship between VANDFORT and its clients is that of independent contractors. Nothing in these Terms or any engagement agreement creates a partnership, joint venture, employment relationship, or agency between the parties. Neither party has the authority to bind the other or to make any representation or commitment on the other's behalf.

    21.7 Notices

    All legal notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email (with confirmation of receipt) or when delivered by certified mail, return receipt requested, to the addresses specified in the applicable engagement agreement or, for VANDFORT, to the address listed in Section 22.

    21.8 Headings

    The section headings in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.

    Contact Information

    If you have questions or concerns regarding these Terms of Service, please contact us:

    Vandfort LLC — Legal Inquiries

    Email: legal@vandfort.com

    Mail: Vandfort LLC, Attn: Legal 2 S Biscayne Blvd, Ste 3200 #5922 Miami, FL 33131 United States

    For general inquiries unrelated to these Terms, please contact us at hello@vandfort.com.

    Inactive

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