Select Page

terms and conditions

By engaging Entourage Partners’ consulting services, you acknowledge and agree to these Terms and Conditions.

Terms and Conditions for Consulting Services

  1. Scope of Services: Entourage Partners, LLC (“Consultant”) shall provide consulting services to the client (“Client”) as outlined in the signed proposal or Statement of Work (SOW). The Consultant shall perform the services with professional diligence and skill, in accordance with generally accepted industry standards.
  2. Fees and Payment Terms: The Client shall pay the Consultant the fees agreed upon in the signed proposal or SOW. Payment terms shall be net 30 days from the date of the invoice, unless otherwise agreed upon in writing. In the event of late payment, the Consultant reserves the right to charge interest at a rate of 1.5% per month on the outstanding balance.
  3. Confidentiality: The Consultant shall maintain the confidentiality of any proprietary or confidential information received from the Client during the course of providing services. The Consultant shall not disclose such information to any third party without the Client’s prior written consent.
  4. Intellectual Property: All intellectual property rights in any work created by the Consultant during the provision of services shall belong to the Consultant. The Client shall have a non-exclusive, royalty-free license to use such work product for its internal purposes, subject to any restrictions agreed upon in writing.
  5. Independent Contractor: The Consultant shall perform its services as an independent contractor and not as an employee, agent, or partner of the Client. The Consultant shall have no authority to bind the Client in any manner or to incur any obligation on behalf of the Client.
  6. Limitation of Liability: The Consultant’s liability for any claim arising out of the provision of services under this agreement shall be limited to the amount of fees paid by the Client to the Consultant for the specific services giving rise to the claim. In no event shall the Consultant be liable for any indirect, consequential, or special damages, including but not limited to lost profits or revenue, even if the Consultant has been advised of the possibility of such damages.
  7. Indemnification: The Client shall indemnify and hold harmless the Consultant from any claims, damages, or liabilities arising out of the Client’s use of the Consultant’s work product or services, except to the extent caused by the Consultant’s negligence or willful misconduct.
  8. Termination: Either party may terminate this agreement upon 30 days’ written notice to the other party. Upon termination, the Client shall pay the Consultant for all services rendered up to the date of termination.
  9. Governing Law: This agreement shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflict of laws or provisions.
  10. Entire Agreement: This agreement, together with any signed proposal or SOW, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof. This agreement may not be modified or amended except in writing and signed by both parties.
Download
Terms and Conditions for Consulting Services with Manufactured Goods Sold

These Terms and Conditions apply to Proposals for consulting services and the resale of manufactured goods (“Proposal”) provided by Entourage Partners, LLC. (“we”, “our”, or “us”).

 

  1. Scope of Services: We provide consulting services, which may include project management, business development, and other related services, as well as the resale of manufactured goods. Our services and the resale of goods will be in accordance with the terms outlined in the Proposal.
  2. Relationship with Manufacturers: We act as a reseller of manufactured goods and are not the manufacturer. We maintain relationships with various manufacturers to source and supply goods to our clients. However, we do not assume any responsibility or liability for the goods’ manufacturing, design, or performance.
  3. Drawings and Specifications: All drawings and specifications shared with our clients or potential clients are proprietary and remain the property of our manufacturing partners. They can be viewed, printed, and distributed without modification for sales purposes or when specifying products for use. Detailed shop drawings are supplied to facilitate field installation or repair. If required, sealed and stamped engineering calculations and drawings from an engineer licensed in the state of installation can be provided for an additional charge. 
  4. Pricing and Payment Terms: Prices for consulting services and resale of manufactured goods are detailed in the Proposal. Payment terms for our services and the goods shall be determined by us based on our assessment of the buyer’s creditworthiness, which may necessitate a deposit at the time of order. Orders are are invoiced upon shipment and invoices are due and payable in accordance with the terms outlined in the Proposal. 
  5. Late Payment Penalty: The buyer agrees to pay a charge equivalent to the lesser of (i) the highest rate allowable by law or (ii) 1.5% per month (18% per annum) on any outstanding balance concerning late payments. Additionally, the buyer will be responsible for all our costs and expenses, including actual attorney’s fees, incurred while enforcing the Proposal and/or collecting overdue payments. If the buyer fails to make timely payments, we reserve the right to terminate the Proposal, suspend further deliveries to the buyer, and recover damages, in addition to any other legal remedies available. The buyer has no right to setoff.
  6. Cancellation: If the buyer cancels an order after receiving order authorization, a cancellation fee of 10% of the order value may be charged to the buyer, along with the cost of materials purchased for the order, which may be invoiced at the time of cancellation.
  7. Warranty and Limitation of Liability: Warranties for the manufactured goods, if any, are provided by the respective manufacturers and not by us. We do not provide any warranties, express or implied, regarding the goods or our consulting services, including any warranties of merchantability, fitness for a particular purpose, or non-infringement. Our liability for any claim arising out of the provision of consulting services or resale of manufactured goods, whether based on contract, tort, or any other legal theory, shall not exceed the amount paid by the buyer for the services or goods related to the claim. In no event shall we be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits or revenue.
  8. Indemnification: The buyer agrees to indemnify, defend, and hold us harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to the buyer’s use of the consulting services or manufactured goods, or any breach of these Terms and Conditions by the buyer.
  9. Governing Law and Dispute Resolution: These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles. Any disputes arising from or relating to these Terms and Conditions or the Proposal shall be resolved through good faith negotiations between the parties or, failing such negotiations, through binding arbitration in accordance with the rules of the State of Florida.
  10. Entire Agreement: These Terms and Conditions, along with the Proposal, constitute the entire agreement between the parties concerning the provision of consulting services and resale of manufactured goods. 
Download
Terms and Conditions for Consulting Services with Installation
  1. Scope of Services: Entourage Partners, LLC. (“Consultant”) shall provide the client (“Client”) with installation services as described in the accompanying quote. The Consultant may engage subcontractors to perform these installation services (“Subcontractor”). The Client agrees to cooperate with the Consultant and Subcontractor to ensure the successful completion of the services.
  2. Payment Terms: The Client agrees to pay the Consultant the fees outlined in the quote. If stated in writing, an initial deposit may be due upon acceptance of the quote, with the balance due upon completion of the installation services. All payments must be made in accordance with the payment schedule outlined in the quote. Late payments may result in additional fees or suspension of services.
  3. Subcontractor Management: The Consultant is responsible for selecting, managing, and supervising the Subcontractor. The Consultant shall ensure that the Subcontractor is appropriately licensed, insured, and qualified to perform the installation services. The Consultant shall be responsible for the Subcontractor’s compliance with all applicable laws, regulations, and industry standards.
  4. Change Orders: Any changes to the scope of services or additional services requested by the Client must be submitted in writing and are subject to the Consultant’s approval. Additional fees and/or an extension of the project timeline may apply for any change orders or additional services.
  5. Warranties: The Consultant warrants that the installation services will be performed in a professional and workmanlike manner, in accordance with industry standards. The Subcontractor may provide additional warranties for materials and workmanship, which will be passed through to the Client. The Client’s sole remedy for any breach of warranty shall be the correction of any deficient work or, at the Consultant’s discretion, a refund of the fees paid for the installation services.
  6. Limitation of Liability: The Consultant’s total liability to the Client for any claims arising out of or related to the installation services shall be limited to the total fees paid by the Client for the installation services. In no event shall the Consultant be liable for any indirect, incidental, consequential, special, or punitive damages, including, but not limited to, loss of profits or revenue, even if the Consultant has been advised of the possibility of such damages.
  7. Indemnification: The Client agrees to indemnify and hold harmless the Consultant and its Subcontractor from any claims, liabilities, damages, or expenses, including reasonable attorneys’ fees, arising out of or related to the installation services, except to the extent caused by the Consultant’s or Subcontractor’s negligence or willful misconduct.
  8. Termination: Either party may terminate this agreement upon written notice if the other party breaches any material term or condition and fails to cure such breach within 30 days after receipt of written notice of the breach. In the event of termination, the Client shall pay the Consultant for all services performed up to the date of termination, as well as any costs incurred by the Consultant as a result of the termination.
  9. Governing Law: These terms and conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws or principles.
  10. Entire Agreement: These terms and conditions, along with the accompanying quote, represent the entire agreement between the parties and supersede any prior oral or written agreements, understandings, or representations. Any modifications to these terms and conditions must be in writing and signed by both parties.
Download
Terms and Conditions for Purchase Orders of Goods and Services
  1. ACKNOWLEDGEMENT OF ORDER. If this Purchase Order (“Order”) is not returned within 7 working days of VENDOR’S receipt of it, BUYER will deem the Order to have been accepted by VENDOR and a CONTRACT entered by both parties.
  2. OWNERSHIP OF WORK/RECORDS. All materials to which VENDOR has access or prepares under this Order will be the property of BUYER; must be held in confidence by VENDOR; may not be released without permission of BUYER; and must be returned to BUYER upon termination of Order. VENDOR will maintain all data and records relating to its performance of this Order for three years after BUYER makes the final payment under this Order and will permit BUYER to inspect, audit and copy these records.
  3. INSPECTION AND ACCEPTANCE. All items and work are subject to final inspection and acceptance by BUYER, notwithstanding prior payment to obtain a cash discount. VENDOR is to pay transportation/shipping charges to remove rejected materials or products.
  4. CHANGES. BUYER may suspend this Order or make changes to any terms and conditions governing this Order at any time. If any change causes a change in the price or in the time required for its performance, VENDOR will promptly submit its claim for adjustment in writing to BUYER. All changes will be by confirmed written amendment issued by BUYER. Nothing in this clause excuses VENDOR from proceeding immediately with this Order as changed.
  5. TERMINATION. BUYER reserves the right to terminate this Order at any time and for any reason upon written notice to the VENDOR. If VENDOR fails to cure default upon reasonable notice by BUYER and the Order is terminated for default, BUYER will have such additional remedies as may be available under Florida law. For services, BUYER will only pay for those services performed satisfactorily up to the date of termination.
  6. WARRANTY. VENDOR warrants that all items furnished will meet all requirements of the BUYER’S Order and manufacturer’s warranty, if any, and will be fit for the purposes intended, are free from defects in design, material, and workmanship. VENDOR agrees that by acceptance of this warranty and acceptance of the items provided by VENDOR the BUYER does not waive any warranty either expressed or implied.
  7. DELIVERY. If prices quoted on this Order include an additional charge for delivery from point of origin, VENDOR will invoice such delivery charge separately. No additional charge for transportation, containers, packaging, etc. will be allowed unless so specified in this Order. Unless otherwise provided in this Order, VENDOR must have title to and will bear the risk of any loss of damage to the goods ordered until they are delivered in conformity with this Order at the specified F.O.B. point. Upon such delivery, title will pass from VENDOR to BUYER and VENDOR’s responsibility for loss or damage will cease, except for loss or damage occurring prior to or upon delivery, or loss or damage resulting from VENDOR’s negligence. Passing of title upon such delivery will not constitute acceptance of the goods and services by BUYER.
  8. PAYMENT. Payment will be made within 30 days of BUYER’S acceptance of the invoice or the goods/services, whichever is later. All invoices and packing slips/bills must contain BUYER’S Purchase Order (PO) number. To facilitate payment, each line of VENDOR’s invoice must match each line of the PO. If invoice lines and PO lines do not match, BUYER reserves the right to withhold payment until VENDOR resubmits a corrected invoice. For services, BUYER must be invoiced monthly. For goods, each order and shipment must be invoiced separately.
  9. VENDOR’S STATUS. VENDOR is an independent contractor. Neither VENDOR nor any party contracting with VENDOR or employed by VENDOR shall be deemed an agent or employee of BUYER.
  10. ASSIGNMENTS AND SUBCONTRACTING. Neither this Order nor any interest nor claim hereunder may be assigned or subcontracted by VENDOR either voluntarily or by operation of law, without the prior consent of BUYER. Consent will not be deemed to relieve VENDOR of its obligations to comply fully with the requirements thereof.
  11. INDEMNIFICATION. VENDOR will indemnify, defend and keep harmless BUYER and its directors, officers, employees and agents against all suits, proceedings or claims that may be based on (1) any injury to or death of any person or any damage to property; or (2) an infringement of any patent of the United States; that may occur or be alleged to have occurred, arising from the performance of this Order by the VENDOR, whether or not it shall be claimed that the claim or injury was caused through a negligent act or omission of the VENDOR or its employees or agents. VENDOR will, at its own expense, pay all charges of attorneys and all costs and other expenses arising or incurred in connection with such suits, claims or losses. If any judgment is rendered against BUYER in connection with any such suit, claim or loss, VENDOR will at its own expense satisfy and discharge it.
  12. INSURANCE. VENDOR must maintain worker’s compensation insurance in accordance with state requirements. VENDOR must also maintain commercial general liability insurance, including automobile liability insurance, in the amount of at least $1,000,000 per claim. BUYER reserves the right to require submittal of a certificate of insurance naming the BUYER as additional insured. In addition, VENDOR must maintain professional liability insurance if applicable for $1,000,000 per occurrence at a minimum. In the event a claim is made, the BUYER reserves the right to request certified duplicate copies of all insurance policies required under this Section. Policy(ies) must be issued by an insurance company authorized to do business in the project state with a minimum “Best’s” rating of A-10, or better, or as otherwise approved by BUYER. Policy(ies) must be kept in full force and effect during the performance of any work to be performed.
  13. ENVIRONMENTAL COMPLIANCE. VENDOR will bear full and exclusive responsibility for any release of hazardous or nonhazardous substances, transportation, or disposal of hazardous substances during the course of performance of this Order. The VENDOR will be solely responsible for all claims and expenses associated with the transport or disposal of hazardous substances or with the removal or remediation of any release, including without limitation, payment of any fines or penalties levied against BUYER by any governmental authority because of such release. VENDOR will hold harmless, indemnify, protect, and defend BUYER from any claims, suits or actions arising from any disposal or release. VENDOR must immediately notify the BUYER of any accidental incident related to the handling, transportation, or disposal of hazardous or non-hazardous substances. The BUYER reserves the right to gain access to and inspect vendor vehicles and/or facilities that handle, transport, or dispose of hazardous or non-hazardous substances.
  14. NONDISCRIMINATION. VENDOR must not discriminate against any person based on race, religion, color, sex, national origin or disability.
  15. GOVERNING LAW. VENDOR’S acceptance of this Order certifies that it will comply with all applicable federal, state, and local laws, rules, ordinances, and regulations, including all applicable environmental statutes, regulations, and guidelines. This Order and work performed under it will be governed by these terms and conditions and by Florida laws.
  16. TAXES. BUYER is tax exempt per its Resale Tax Certificate.  
  17. PRECEDENCE OF DOCUMENTS. In the event of conflict between these Terms and Conditions and the terms contained in any other agreements relating to this Order, these Terms and Conditions will govern.
  18. TIME OF ESSENCE/BINDING ON SUCCESSORS. Time is of the essence of each and all provisions of this Order.
  19. NO WAIVER. Failure of BUYER to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies or to properly notify VENDOR in the event of breach, or the acceptance of or payment for any goods hereunder, will not release VENDOR of any of the warranties or obligations of this Order and will not be deemed a waiver of any right of BUYER to insist upon strict performance hereof.
  20. COMPLIANCE WITH LAWS. VENDOR’s acceptance of this Order certifies that goods and services sold and furnished to BUYER by VENDOR are produced and sold in conformity with all applicable federal, state, and local laws, rules, ordinances, and regulations.
    Download