Terms – Authorized

CONSULTING SERVICES TERMS

Authorized Consulting – Terms of Service

Definitions: Data Entry, Phone Support and Consulting Services are essential components of providing Yardi Client support, but they differ in several important ways. Data Entry services typically refers to a service that provides assistance with inputting transactional data. Phone support typically refers to a service that provides assistance over the phone, often through a centralized hotline. This type of support is generally designed to help customers troubleshoot technical issues, answer questions about product features, or provide guidance on how to use Yardi Software and Services. Phone support is typically provided by a team of customer service representatives who are trained to handle a wide range of customer issues and inquiries.

Consulting services, on the other hand, are typically more specialized and tailored to the specific needs of the customer. Consulting services are designed to provide expert guidance and advice on a wide range of business issues, including software implementation, process improvement, and organizational strategy. Consulting services are typically provided by a team of experts with specialized knowledge and expertise in their field. While phone support is generally focused on providing immediate assistance with technical issues, consulting services are focused on helping customers optimize their business operations and achieve their long-term goals.

Data Entry and Phone support is provided in support units that are in increments of 15 minutes, which means that clients can utilize data entry and phone support resources using as many or as few units as needed to address their specific support needs. This approach ensures that clients only pay for the exact amount of data entry or phone support services they require, without having to commit to a full hour of data entry or phone support services. On the other hand, consulting services are provided in increments of 1 hour only, as these services are typically more involved and require a greater commitment of time and resources. By breaking down phone support into smaller increments, we can provide flexible and cost-effective support solutions that meet the diverse needs of our clients.

On-Site Consulting: In the event that on-site consulting services are required, the client shall be responsible for all associated travel expenses of a reasonable cost. This includes but is not limited to flights, car rentals, and gas expenses, as well as a per diem of $60 per day for any necessary accommodations or meals. All expenses shall be pre-approved by the client and incurred in accordance with the client’s travel policies and guidelines. The consulting firm shall provide receipts and documentation of all expenses incurred during the on-site visit. The client shall reimburse the consulting firm for all approved and documented expenses within 30 days of receipt of invoice. The consulting firm shall make every reasonable effort to minimize travel expenses and shall provide the client with a detailed estimate of all anticipated costs prior to the on-site visit.

Data Entry Services: Data entry services are tailored specifically for clients using Yardi’s Breeze, Breeze Premier and Voyager platforms. We focus on the precise entry of all your transactional data – ranging from tenant information and leasing agreements to maintenance records and financial transactions. Our dedicated team ensures that each data point is accurately captured and integrated in your Yardi environment, facilitating streamlined operations and enhanced decision-making capabilities for your property management business. Our commitment is to maintain the integrity and confidentiality of your data, ensuring it is always up-to-date and effectively managed to support your business objectives.

Phone Support: Phone support is a service that provides assistance over the phone, typically through centralized hotline available during business hours of the time zone where your portfolio’s headquarters is located, to customers who need help with a product or service. The support team is generally composed of trained customer service representatives who are skilled in identifying and resolving common issues that customers may experience. Phone support is designed to provide immediate assistance to customers who have questions or problems, such as technical issues or billing inquiries. This type of support can be an essential component of customer service, as it allows customers to quickly and easily get the help they need without having to go through a lengthy process. Phone support can be provided by a wide range of businesses, from software companies to retail stores, and is often a key factor in building customer loyalty and satisfaction.

Consulting Services: Consulting Services are professional services that provide specialized knowledge and expertise to help businesses address specific challenges or opportunities. Consultants work with clients to identify problems, develop solutions, and implement strategies that can improve their overall performance or achieve specific goals. These services can be offered in a variety of industries, including finance, management, IT, and marketing, among others. Consulting services can include tasks such as process analysis, project management, data analysis, training, bank reconciliations, and accounting audits, among others. Consultants typically have a deep understanding of industry best practices and are skilled at helping clients overcome complex challenges. They can work with businesses of all sizes, from small startups to large corporations, and can be hired on a project-by-project basis or on an ongoing basis to provide ongoing support and guidance.

Custom Yardi Reports: The generation of ad hoc and custom reports in Yardi Breeze Premier is charged through the consulting hourly rate, and an estimate will be provided by Authorized Consulting. An authorized client representative will need to approve the estimate before Authorized Consulting can start working towards generating the custom ad hoc or YSR report. The estimated time for a quote on a custom report is 5-10 business days, and the time to complete could be 1-4+ weeks, depending on the complexity of the custom report. All detailed information will be provided in the custom report quote/pricing proposal. Whenever possible, Authorized Consulting will work towards exceeding the expectations of the estimated time frames listed above and provide the completed quote, proposals and custom ad hoc or YSR report sooner than the time frames listed.

Monthly Minimums: Our consulting services require a monthly minimum service fee to ensure that our clients receive the level of expertise and attention they require. This fee covers the basic services provided by our consultants, including regular check-ins, progress reports, and ongoing support. The exact amount of the monthly minimum service fee will depend on the scope and complexity of the project and will be outlined in the consulting agreement. This fee provides our clients with the assurance that they will receive a high level of service and support from our team throughout the duration of the project. As needs change, the monthly minimum for consulting services can be adjusted on an ongoing monthly basis. Up to 5 hours of the monthly minimum can be carried over to future months of service, but it is important to note that the monthly minimums agreed upon for a given month will not be adjustable nor refundable under any circumstances.

Term: Our consulting services are provided on a month-to-month basis to provide flexibility to our clients. This means that clients can terminate the consulting services at the end of each month, without any long-term commitment. We believe in providing value to our clients, and this approach allows us to continually demonstrate our expertise and deliver results. We understand that circumstances change, and our clients may require consulting services for a shorter or longer period of time, which is why we offer the option of a month-to-month term of service. This approach also ensures that we remain accountable to our clients and continue to deliver high-quality services throughout the engagement.

Parties and Effective Date

Broker of – Record Terms

Parties and Effective Date: These Broker of Record Terms of Service (“Broker TOS”) are effective as of the date the Client engages Broker of Record services and are entered into by and between Authorized Consulting, Inc., together with its designated Individual Real Estate Broker (collectively, the “Broker”), and the engaging client entity, including its designated owner of record (the “Client”). The Broker and the Client may be referred to individually as a “Party” and collectively as the “Parties.”

Purpose of Engagement: The Client engages the Broker in a limited capacity as Broker of Record solely for the purpose of satisfying applicable real estate licensing and regulatory requirements that permit the Client to offer third-party fee property management or brokerage services in jurisdictions where the Broker is licensed. The Client acknowledges that the Broker’s role is regulatory and supervisory in nature only and does not constitute day-to-day operational control of the Client’s business.

Dual Capacity Services

The Broker may act in a dual capacity as:

All services are performed in an independent contractor capacity. Nothing in this engagement creates an employer-employee relationship, partnership, joint venture, or agency relationship.

Independent Contractor Status

The Client and its designated owner of record operate as independent contractors and are not employees of the Broker. The Broker does not withhold or pay any federal, state, or local taxes, contributions, or insurance on behalf of the Client, including but not limited to income tax withholding, FICA, FUTA, unemployment insurance, disability insurance, or workers’ compensation.

Compensation, Fees, and Billing

Broker of Record services are typically provided on a monthly retainer basis, with additional fees that may include:

Monthly Broker of Record licensing or sponsorship fees
Percentage-based fees tied to third-party management revenue, where applicable
Flat monthly licensing fees by state
Per-lease or per-transaction administrative fees
Payments are due in advance or upon invoice
Ongoing monthly fees are due on the first of each mont
Fees may be updated periodically with notice

Relationship of the Parties

The relationship between the Broker and the Client is strictly that of independent parties. Nothing contained in these Broker Terms of Service (“Broker TOS”), nor any course of dealing between the Parties, shall be construed to create a partnership, joint venture, agency, fiduciary relationship, or employer-employee relationship.

The Client has no authority to bind, represent, obligate, or act on behalf of the Broker in any manner whatsoever. The Client shall not make any representations, warranties, contracts, commitments, or promises—whether oral or written—on behalf of the Broker unless the Broker has provided prior express written authorization for a specific and limited purpose. Any unauthorized acts or representations made by the Client shall be solely the responsibility of the Client, and the Client agrees to indemnify and hold the Broker harmless from any claims, damages, losses, or liabilities arising out of such actions.

Insurance

he Client acknowledges and agrees that it, its owner(s) of record, officers, employees, independent contractors, and any sponsored or affiliated agents are not covered under the Broker’s Errors & Omissions (E&O) insurance policy or any other insurance maintained by the Broker.

The Client is solely responsible for obtaining, maintaining, and complying with all insurance requirements mandated by applicable federal, state, and local laws, regulations, and real estate licensing authorities. This includes, but is not limited to:

Failure by the Client to maintain required insurance shall constitute a material breach of these Broker TOS. The Broker makes no representations regarding the adequacy or sufficiency of the Client’s insurance coverage.

Taxes

The Client is solely responsible for the payment of all taxes, fees, assessments, and business license obligations arising from its operations, income, and activities, including but not limited to federal, state, and local income taxes, payroll taxes, employment taxes, and sales or use taxes where applicable.

Nothing in these Broker TOS shall be interpreted as creating a tax withholding obligation for the Broker. Where required by law, the Client may receive an IRS Form 1099 or other tax reporting documentation; however, the issuance of such forms does not alter the Client’s independent tax responsibilities.

The Client agrees to indemnify and hold the Broker harmless from any claims, penalties, interest, or liabilities arising from the Client’s failure to properly report, withhold, or pay taxes.

Governing Law and Compliance

These Broker TOS shall be governed by and construed in accordance with the laws of the state or states in which the Broker is duly licensed to conduct real estate brokerage services, without regard to conflict-of-law principles, and applicable federal law.

The Client agrees to comply at all times with all applicable laws, rules, regulations, and licensing requirements, including but not limited to:

The Client acknowledges that compliance obligations vary by jurisdiction and agrees that it is solely responsible for understanding and adhering to the laws applicable to its operations.

Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Broker TOS, the relationship of the Parties, or the services provided shall be resolved through the following steps, in the order listed:

Good Faith Negotiation: The Parties shall first attempt to resolve the dispute through informal, good-faith discussions.

Good Mediation: If the dispute is not resolved through negotiation, the Parties agree to participate in non-binding mediation administered by a mutually agreed-upon mediator.

Binding Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its applicable rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, nothing in this section shall prevent either Party from seeking temporary, preliminary, or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm or to protect confidential information, intellectual property, or regulatory compliance.

Execution and Authority

These Terms of Service (“TOS”), including any applicable service agreements, statements of work, or addenda, become legally binding upon the earliest occurrence of any of the following:

The Client represents and warrants that the individual accepting, executing, or otherwise agreeing to these TOS on behalf of the Client has full legal authority to bind the Client, including authority granted by corporate governance documents, operating agreements, or ownership interests, as applicable.

Acceptance of these TOS constitutes the Client’s acknowledgment that it has read, understood, and agreed to be bound by all terms herein. Any continued use of services after notice of updates or modifications to these TOS shall constitute acceptance of such changes.

General Terms

Payment Terms

1. Invoicing: The Contractor will deliver invoices to the Client on a weekly or monthly basis for services. Each invoice will detail the provided services, date of service, and corresponding charges.

2. Due Upon Receipt: Payments for invoices issued by the Contractor to the Client are due immediately upon receipt.

3. Grace Period: However, the Client will be extended a courtesy grace period of five (5) calendar days from the invoice date to make payment (“Grace Period”). During this Grace Period, no late fees will be assessed.

4. Late Payments: Should the Client fail to remit payment within the Grace Period, a late payment fee of 10% of the total amount outstanding will be applied

5. Additional Services: If the monthly retainer limit is reached and additional phone support or consulting services are required by the Client, these will be billed on a weekly basis, in accordance with the pre-agreed rates.

6. Premium Rate for Additional Services with Unpaid Invoices: If the Client requires additional services but is currently overdue on their invoices, hours beyond the minimum monthly retainer will be billed at a premium rate of two hundred and fifty United States Dollars (USD 250.00) per hour until the Client’s invoices are fully settled.

7. Method of Payment: Payments can be made via check, credit card, or bank transfer. Any charges or fees related to these payment methods will be the responsibility of the Client.

8. Disputes:If the Client disputes any item on an invoice, the Client must notify the Contractor within five (5) business days from receipt of the invoice. Both parties commit to working in good faith to resolve any disputes that may arise.

Response Times We understand that timely support is crucial for our clients, and we are committed to ensuring your success by providing prompt responses to your inquiries. The best way to schedule a time for phone support or consulting services is through our online calendar system, which allows you to select a time that works best for you. For immediate support, we offer phone, text, chat or email options, and we strive to respond to all inquiries within two business days or 48 hours of your initial communication. While response times may vary depending on availability, we make every effort to provide same-day responses in most cases. Our team is dedicated to providing you with the support you need to achieve your goals and maximize the benefits of our consulting services..

Confidentiality & Non-Disclosure Confidentiality and Non-Disclosure are critical aspects of our property management software consulting services agreement. We understand that our clients entrust us with sensitive information and data that must be kept secure and protected. As such, we require all our consultants to sign a non-disclosure agreement, agreeing not to share any confidential information with third parties or use it for any purpose other than providing consulting services to the client. We also ensure that our consultants adhere to strict confidentiality protocols and safeguard all client data. This approach ensures that our clients’ proprietary information remains secure and confidential throughout our engagement, and even after the termination of our services. We take confidentiality and non-disclosure seriously and have robust measures in place to safeguard our clients’ information.

Termination Either party, Client or Authorized Consulting, may terminate this contract at will by providing written notice to the other party. Upon termination, all remaining obligations and responsibilities under this contract shall cease, except as otherwise provided in this clause.

Notwithstanding the termination, the Client shall remain liable for the payment of total monthly fees as specified in the agreement up until the effective date of termination.

Termination does not relieve the Client from fulfilling the outstanding charges due for the current month or any other fees or expenses incurred by Authorized Consulting up until the termination date.

All payments made for services provided by Authorized Consulting are non-refundable, regardless of whether the services have been utilized or not. This policy applies to all transactions and ensures that clients acknowledge and agree to these terms at the time of purchase. We encourage our clients to carefully consider their needs before procuring our services.

Both Client and Authorized Consulting agree that the termination of this contract shall not affect any accrued rights or remedies to either party, including but not limited to any rights or remedies for breach of contract that occurred prior to the termination. Furthermore, the termination shall not release either party from any confidentiality obligations or any other provisions of this contract that, by their nature, are intended to survive termination.

In the event of termination, both parties shall promptly return any confidential information, materials, or documents belonging to the other party. Any licenses or rights granted under this contract shall be immediately terminated upon the effective date of termination.

This termination clause shall be in full force and effect unless modified in writing by both Client and Authorized Consulting

Hold Harmless Either party, Client or Authorized Consulting, may terminate this contract at will by providing written notice to the other party. Upon termination, all remaining obligations and responsibilities under this contract shall cease, except as otherwise provided in this clause.

The Client agrees to hold harmless and indemnify Authorized Consulting, its officers, directors, employees, and agents (“Indemnified Parties”), from and against any and all claims, demands, actions, suits, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or in connection with the use of Yardi Products, including but not limited to Breeze, Breeze Premier, Voyager, and all ancillary products, provided by Authorized Consulting under this agreement.

The Client acknowledges that Authorized Consulting is providing services related to data entry and consulting for Yardi Products based on the information and instructions provided by the Client. The Client further acknowledges that the accuracy, completeness, and legality of the data, as well as compliance with applicable laws and regulations, are the sole responsibility of the Client.

The Client agrees to indemnify and hold the Indemnified Parties harmless against any claims, damages, or losses arising from

Inaccurate, incomplete, or misleading data provided by the Client for entry into Yardi Products.
Unauthorized access, use, or disclosure of data or confidential information resulting from the Client’s actions or omissions.
Breach of any applicable laws, regulations, or contractual obligations by the Client relating to the use of Yardi Products.
Any claims or actions by third parties arising out of or in connection with the use of Yardi Products or the services provided by Authorized Consulting.

he Client agrees to cooperate fully with Authorized Consulting in the defense of any claim, and to promptly notify Authorized Consulting of any claim or potential claim that may give rise to indemnification obligations under this clause. This hold harmless clause shall survive the termination or expiration of this contract and shall continue to be binding upon the parties and their respective successors, assigns, and legal representatives.

Severability

If any provision of these Terms of Service, as they apply to Consulting services, Broker of Record services, or any combination thereof, is determined to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law. If enforcement is not possible, the provision shall be modified to the minimum extent necessary to render it valid and enforceable, or, if modification is not feasible, severed entirely.

All remaining provisions shall remain in full force and effect and shall be construed in a manner that best preserves the original intent of the Parties, the allocation of risk between them, and the enforceability of these Terms of Service as a whole.