Terms & Conditions

1. Contract Structure & Duration

1.1 Initial Term

All service tiers require a 12-month initial commitment with monthly payments. The initial term begins on the date of the first payment and continues for twelve (12) consecutive calendar months.

1.2 Post-Initial Term

After the initial 12-month period, the contract automatically converts to a month-to-month agreement at the then-current pricing rate. Either party may terminate the month-to-month agreement with sixty (60) days written notice.

1.3 Renegotiation at Month 12

Pricing and scope will be renegotiated at month 12 based on:

• Actual services utilized during initial 12 months
• Market rate adjustments
• Changes in scope or complexity
• T5F's growth and revenue trajectory

If parties cannot agree on new terms, the contract defaults to month-to-month at the original pricing until terminated per section 1.2.

1.4 Service Start Date

Client may lock in pricing immediately without requiring service commencement. Services will begin on a mutually agreed date, but monthly payments begin upon contract signing to reserve Mario's availability.

2. Service Tiers & Pricing

3. Time Allocations & Definitions

3.1 Availability Schedule (Varies by Tier)

Each tier includes a defined weekly schedule that determines the expected monthly capacity:

• Foundation: 5 days/week × 8 hours/day (≈ 172 hours/month)
• Growth: 6 days/week × 8 hours/day (≈ 206 hours/month)
• Partner: 6 days/week × 10 hours/day (≈ 258 hours/month)

“Availability” includes calls, meetings, written responses, planning, troubleshooting, and execution work. Specific blocks are scheduled in Pacific Standard Time (PST) and may shift week-to-week based on operational needs and pre-scheduled commitments.

• Email and Slack responses
• Phone calls and video meetings
• Quick questions and guidance
• Emergency triage and direction

Availability does NOT guarantee immediate response. Response times are governed by tier-specific SLAs (see Section 2).

3.2 Implementation Hours (Included Within Tier Capacity)

Mario will continuously work on system buildout, optimization, and maintenance in a logical order based on:

• Business impact and urgency
• Technical dependencies
• Client input and priorities
• Industry best practices

Implementation work is part of the retainer. We do not require Client micromanagement or timecard-style approvals, but overall capacity is bounded by the tier schedule in Section 3.1.

3.3 Project Hours (Reserved Capacity, No Rollover)

Each tier includes a monthly allocation of “project hours” reserved for ad-hoc requests outside the core implementation roadmap:

• Foundation: 5 hours/month
• Growth: 15 hours/month
• Partner: 25 hours/month

Project hour examples: "Can you build this custom form?", "Add this feature to the portal", "Create a new dashboard report"

Project hours are part of the tier’s overall capacity (they are not “extra” hours on top of the schedule). This is simply a guarantee that ad-hoc requests get dedicated time each month.

Important: Project hours do NOT roll over to the following month. Unused hours expire at month-end.

3.4 Emergency Support (Partner Tier Only)

Partner tier includes emergency support outside business hours (weekends, holidays, after 2200 PST) for critical system failures only, including:

• Complete system outage affecting operations
• Data loss or security breach
• Critical API integration failure preventing deliveries
• Payment processing system failure

NOT considered emergencies: Feature requests, minor bugs, cosmetic issues, training questions, or issues that can wait until next business day.

4. Payment Terms & Methods

4.1 Payment Schedule

Monthly retainer fees are due on the 1st of each month via automatic payment (required).

4.2 Accepted Payment Methods

• Stripe Payment Link (Credit Card): Recurring monthly charge via credit/debit card
• ACH Bank Transfer via GoCardless: Direct bank-to-bank transfer (email mario@catalyst-digital.solutions to set up)

4.3 Auto-Pay Requirement

Automatic payment is REQUIRED for all tiers. Client must provide either:

• Credit card enrolled in Stripe auto-pay (recurring monthly charge), OR
• Bank account enrolled in ACH auto-pay via GoCardless (contact Mario to set up)

4.4 Late Payment

Payments more than seven (7) days past due will result in:

• Immediate suspension of all services (including emergency support)
• Late fee of $250
• Additional late fee of 1.5% per month on unpaid balance
• Possible termination of contract at Catalyst's discretion

4.5 Price Lock

Pricing is locked for the initial 12-month term. Price adjustments may occur upon renewal/renegotiation at month 12.

5. Equipment & Remote Access Requirements

5.1 Dedicated Local Machine (All Tiers - Client Provides)

Client must provide a dedicated computer for Mario's exclusive use, located on T5F's premises with access to all internal systems. This enables remote development, testing, and system management without requiring in-person visits.

macOS Option (if T5F uses macOS):

• Mac Mini (M3, M4, or M5) or Mac Studio (M2 Ultra or better) - current generation at signing
• 32GB RAM minimum (64GB preferred)
• 512GB SSD minimum (1TB preferred)
• Estimated cost: Mac Mini $1,600-$2,000 | Mac Studio $2,000-$4,000

Windows Option:

• Intel i7/i9 or AMD Ryzen 7/9 (current generation or better)
• 32GB RAM minimum (64GB preferred)
• 512GB NVMe SSD minimum (1TB preferred)
• Discrete GPU (mid-range or better, for testing/visualization)
• Estimated cost: $1,200-$2,000

5.2 Remote Access Software

Client must provide and pay for remote access software for Mario's access to the dedicated machine.

Primary: Parsec Teams

• Cost: ~$30/user/month (billed annually)
• Why: High-performance, low-latency remote desktop optimized for interactive development work
• OS-agnostic (macOS, Windows, Linux)
• Multiple hosts, no per-host fee

Backup (Optional but Recommended): AnyDesk Solo

• Cost: ~$25-$30/month (billed annually)
• Why: Backup access if Parsec is blocked; traditional support workflows
• Unattended access for up to 100 managed devices
• File transfer and remote printing capabilities

Combined cost: ~$55-$60/month for both (primary + backup). Parsec for daily work, AnyDesk for emergency/backup access.

5.3 Equipment Return Upon Termination

The dedicated machine remains Client's property. Upon contract termination, Mario will:

• Remove all personal credentials and data
• Provide documentation of all installed software and configurations
• Assist with 30-day knowledge transfer (if requested)

6. Payment Method Access for Setting Up Services

6.1 Purpose

To avoid delays in setting up SaaS accounts, API services, and subscriptions, Mario requires access to a Client-controlled payment method.

6.2 Acceptable Payment Method Options

• Prepaid Account: Ramp, Brex, or similar business card with monthly refill
• Limited Credit Card: Business credit card with minimum $1,000 monthly limit
• Virtual Card: Single-use or limited-use virtual cards for specific purchases
• API Keys (Alternative): Client may provide API keys for T5F-owned AI services (Anthropic, OpenAI, Google, etc.). Catalyst-owned AI services will use Catalyst API keys.

6.3 Usage Protocol

1. Mario requests approval for service/subscription via email
2. Client approves via written response
3. Mario sets up service using provided payment method
4. Mario emails Client with login credentials and billing details
5. Client may transfer subscription to their primary payment method if desired
6. Monthly expense report provided showing all charges

6.4 Expense Limits

Individual purchases using Client's payment method must not exceed $250 without explicit written approval. All purchases are documented and reported monthly.

7. Development Costs & Expense Management

7.1 What Client Pays (In Addition to Retainer)

Core SaaS Stack (All Tiers):

• QuickBooks Online Advanced: ~$275/month
• CRM (GoHighLevel/Pipedrive/HubSpot): ~$97-$250/month
• TeamViewer Business: ~$50/month
• Hosting (Vercel + AWS): ~$100-$400/month
• Communication tools (Slack): ~$50-$100/month
• Estimated total: $700-$1,200/month

AI API Costs (Usage-Based):

• Foundation: ~$50-$100/month
• Growth: ~$150-$250/month (proposal generation, blog content)
• Partner: ~$250-$400/month (heavy content, advanced automation)

Note: Mario uses the most cost-efficient AI models whenever possible to minimize API costs.

AWS Infrastructure:

• Year 1: ~$50-$150/month
• As you scale: ~$300-$800/month (multi-location growth)
• 99.9% uptime SLA - same infrastructure as Netflix and Fortune 500 companies

Marketing/Ad Spend (Growth & Partner Tiers Only):

• Minimum ad spend: $1,000/month (Partner tier requirement)
• Client pays ad platforms (Google, Meta) directly
• Mario handles strategy, setup, creative, optimization, reporting
• Recommended budget: $1,000-$3,000/month (months 1-6), scaling up as ROI justifies

7.2 What Mario Pays (Included in Retainer)

• Claude Pro/Max subscription ($20-$200/month)
• Cursor Pro subscription ($20/month)
• SEO tools (SEMrush, Ahrefs, BrightLocal, etc.) ($100-$500/month)
• Standard development tools and licenses
• Mario's personal infrastructure costs

7.3 Cost Approval Process

All expenses above $250 require written email approval from Client before incurring the cost.

Monthly expense reports will be provided showing:

• All SaaS subscriptions and their costs
• AI API usage and costs
• AWS infrastructure costs
• Any other platform fees or services

8. Scope of Services by Tier

See pricing section on main proposal page for complete feature lists. Key services include:

8.1 All Tiers Include

• BizSpeed configuration and ongoing optimization
• SMARTank (SkyBitz) integration and configuration
• QuickBooks Online integration with automated invoicing
• CRM implementation (GoHighLevel, HubSpot, or Pipedrive)
• Basic automation workflows (invoicing, reminders, reports)
• Dedicated local machine with remote access
• Payment method access for service setup
• Bi-weekly strategy calls (2 hours)

8.2 Growth & Partner Tiers Add

• Custom web app development (customer portals, dashboards)
• AI-powered instant proposal generation
• Marketing and lead generation systems
• SEO optimization (value: $1,695-$3,500/month if purchased separately)
• Automated content creation (blog posts, social media)

8.3 Implementation Priorities

Mario will implement systems in the order that maximizes business impact, typically:

1. Month 1-2: Core systems (BizSpeed, QuickBooks, CRM, SMARTank integration strategy and implementation)
2. Month 2-4: Automation workflows (invoicing, reminders, dashboards)
3. Month 4-6: Advanced integrations and optimization
4. Month 6-9: Custom web apps and advanced features
5. Month 9-12: Marketing systems, lead generation, optimization

Timeline may adjust based on Client priorities, technical dependencies, and vendor API availability.

9. AI Usage & Technology Disclosure

9.1 AI-Augmented Development

Mario leverages AI coding agents including Cursor AI, Claude (Anthropic), GitHub Copilot, and other tools to accelerate development by 10x or more compared to traditional manual coding.

This is a feature, not a limitation. AI assistance enables:

• Enterprise-grade solutions at fractional CTO pricing
• Rapid iteration and deployment
• Equivalent output of a 3-5 person development team
• Projects that would traditionally cost $50,000-$150,000 delivered for fraction of cost

9.2 Quality Assurance & Code Safety

All AI-generated code is:

• Reviewed and tested by Mario before deployment
• Compliant with industry best practices
• Properly documented with inline comments
• Optimized for performance and security
• Fully backed up via GitHub with complete version history and restore capability
• Debuggable and maintainable: AI coding agents remain available to help decipher, debug, and extend any code

Team Support: Complex projects leverage the full Catalyst Digital Solutions team—experienced developers (domestic and international) who follow strict privacy and security protocols. You're not getting one person; you're getting a coordinated team with Mario as technical lead.

Project Control: All development follows structured processes with regular check-ins, code reviews, and testing. Projects don't "get away" from us—AI accelerates execution while Mario maintains architectural oversight and quality standards.

9.3 Client Approval

By signing this agreement, Client acknowledges and approves Mario's use of AI development tools and understands this is a core component of the service delivery model.

10. Services Excluded from Retainer (Billed Separately)

The following services are NOT included in the monthly retainer and will be quoted and billed separately:

10.1 Full Website Development

• Complete marketing website redesigns
• E-commerce builds
• Complex multi-page sites
• Typical cost: $5,000-$15,000 per project

Note: Customer portals, dashboards, web forms, and landing pages ARE included in Growth/Partner tiers.

10.2 Vehicle Wrap & Branding Design

• Custom vehicle wrap design for T5F trucks
• Professional branding that stands out beyond basic company name
• Mario coordinates with wrap installation company
• Typical cost: $1,500-$3,500 per design

10.3 Video Production & On-Camera Work

Mario does NOT provide:

• On-camera appearances
• Video filming or production
• In-person event coverage

Mario DOES provide (included in Growth/Partner):

• Video scripts and storyboards
• AI-generated voiceovers
• Stock footage sourcing and editing
• Social media posting (YouTube, Instagram, TikTok)
• Repurposing long-form content into short-form clips

10.4 Hardware & Physical Equipment

Client is responsible for purchasing all physical hardware and equipment, including but not limited to: servers, networking equipment, SMARTank sensors, GPS trackers, tablets for drivers, etc.

11. Intellectual Property

11.1 Work Product Ownership

All custom code, applications, workflows, and systems developed specifically for Client become Client's property upon full payment of all outstanding invoices.

11.2 Catalyst's Retained Rights

Catalyst Digital Solutions retains rights to:

• Reusable frameworks, libraries, and tools developed by Mario
• General methodologies and processes
• Portfolio rights (with Client approval for specific details)

11.3 Third-Party Software

Client receives appropriate licenses for all third-party software, but does not own the underlying software (e.g., QuickBooks, BizSpeed, HubSpot, etc.).

12. Confidentiality

12.1 Mutual Non-Disclosure

Both parties agree to maintain confidentiality of:

• Business strategies and financial information
• Customer lists and pricing data
• Technical architecture and proprietary systems
• Login credentials and security information

12.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was known prior to disclosure
• Is required to be disclosed by law

13. Cancellation & Termination

13.1 During Initial 12-Month Term

Early termination by Client:

• Client must provide 60 days written notice
• Early termination fee: 50% of remaining contract value
• All outstanding invoices must be paid in full
• Mario will provide 30-day knowledge transfer period

Early termination by Catalyst:

• Only in cases of: non-payment, breach of contract, or abuse of services
• 30 days written notice required
• No refund of paid fees
• Client retains all work product completed to date

13.2 After Initial Term (Month-to-Month)

Either party may terminate with 60 days written notice. No early termination fees apply during month-to-month period.

13.3 Upon Termination

Upon contract termination, Mario will:

• Provide all source code, documentation, and credentials
• Remove personal access from all Client systems
• Delete all confidential Client data from personal systems
• Return or wipe the dedicated local machine (Client's choice)
• Provide up to 30 days of knowledge transfer (optional, at Client request)

14. Warranties & Limitations

14.1 Service Warranty

Catalyst warrants that:

• Services will be performed with professional skill and care
• All work will substantially conform to agreed specifications
• Mario will use industry best practices and secure coding standards

14.2 No Guarantee of Results

Catalyst does NOT guarantee:

• Specific business outcomes or revenue increases
• Third-party API availability or functionality (BizSpeed, SMARTank, etc.)
• 100% uptime of all systems (target: 99.9% via AWS)
• Compatibility with future third-party software updates

14.3 Integration Disclaimers

Where specifications include language like "if API available" or "if integration supported":

• Mario will make best efforts to integrate systems
• If vendor API/integration does not exist, Mario will propose alternative solutions
• Client is not obligated to accept alternative solutions
• No refunds or credits given if third-party integration is unavailable

14.4 Limitation of Liability

Catalyst's total liability for any claim shall not exceed the total fees paid by Client in the twelve (12) months preceding the claim. Catalyst is not liable for:

• Indirect, incidental, or consequential damages
• Lost profits or business opportunities
• Data loss due to Client's failure to maintain backups
• Third-party service outages or failures

15. Miscellaneous Provisions

15.1 Independent Contractor

Mario is an independent contractor, not an employee of Client. Catalyst is responsible for all taxes, insurance, and benefits.

15.2 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, pandemics, war, internet outages, etc.).

15.3 Governing Law

This agreement is governed by the laws of the State of California. Any disputes will be resolved in Kern County, California courts.

15.4 Entire Agreement

This document, together with the main proposal page and any signed service agreements, constitutes the entire agreement between parties. Any modifications must be made in writing and signed by both parties.

15.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.