Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you (“you,” “Client”) and Digital Marka LLC, doing business as Marka Group HVAC Consulting (“Marka Group,” “we,” “us,” “our”), governing your engagement of our operational consulting and implementation services (the “Services”). By signing our Order, you agree to these Terms.

Table of contents

1. 01. Acceptance & eligibility
2. 02. The Services & engagement scope
3. 03. Fees, payment & Phase 2 minimum commitment
4. 04. Client responsibilities & information access
5. 05. Confidentiality
6. 06. Subcontractors
7. 07. Intellectual property
8. 08. No professional advice; not a guarantee of business outcomes
9. 09. Disclaimer of warranties
10. 10. Limitation of liability
11. 11. Indemnification
12. 12. Dispute resolution
13. 13. Term, termination & survival
14. 14. Force majeure
15. 15. Miscellaneous

01. Acceptance & eligibility

You must be at least 18 years old and have authority to bind the business entity engaging our Services. If you accept these Terms on behalf of a company, you represent that you have the authority to do so, and “you” refers to that company.

02. The Services & engagement scope

We provide operational consulting and implementation services for HVAC companies, delivered in two phases under a single signed Order:

Phase 1 — On-Site Setup. A five-day, on-site engagement including interviews with your key personnel, full workflow mapping (lead through collection), identification of operational bottlenecks, and delivery of a written Solution Roadmap with a live review session.

Phase 2 — Implementation (included in your Order). By signing your Order, you commit to engaging Phase 2 at the minimum monthly fee described in Section 03, for a minimum 3-month term. Phase 2 is fully customized — the specific scope of work is built around what your Solution Roadmap identifies for your business, not a fixed package. Phase 2 covers building the solution your Roadmap calls for — which may include website development, automation, lead-management systems, or other tools your operation needs — over an agreed period toward goals defined in writing before Phase 2 work begins (the “Goals Agreement”).

If your Roadmap identifies a scope of work beyond what the minimum monthly fee covers, we will present you with a specific proposal and an adjusted monthly fee before that additional work begins — see Section 03.

The exact scope, timeline, and deliverables are described in your Order. If your Order conflicts with these Terms, the Order controls.

We are not obligated to begin work until we receive your signed Order and the applicable payment described in Section 03.

03. Fees, payment & Phase 2 minimum commitment

Phase 1 fee. The Phase 1 on-site setup fee is $3,500, paid as a single fixed payment before the on-site engagement begins.

Phase 1 commitment. If, upon completion of Phase 1, we do not identify at least one clear, measurable opportunity in your operation, we will provide one additional follow-up session at no additional cost. The Phase 1 fee is not refundable under any circumstance, including under this commitment.

Phase 2 minimum monthly fee — agreed at signing. By signing your Order, you commit to Phase 2 at a monthly fee of at least $4,499, for a minimum term of 3 months (a minimum total commitment of $13,497). This minimum applies regardless of the specific scope of work your Roadmap identifies.

Additional scope, if needed. Within 15 days of delivering your Solution Roadmap, we will let you know whether the work it identifies fits within the minimum monthly fee, or whether it requires additional scope. If additional scope is needed, we will present a specific proposal with an adjusted monthly fee. This adjustment requires your written approval — you are never committed to pay more than the minimum described above without agreeing to it first. If you do not approve the additional scope, we deliver Phase 2 within the scope the minimum fee supports.

Minimum term. Phase 2 requires a minimum 3-month commitment at your monthly fee (at least $4,499/month, or your approved adjusted fee).

Phase 2 payment. Unless your Order states otherwise, your monthly fee is billed at the start of each month during your Phase 2 engagement.

Phase 2 commitment. Phase 2 runs for 3 months of active work toward goals defined in writing before the engagement begins (the Goals Agreement). If those goals are not met within 3 months, we will continue working toward them for up to 3 additional months at no extra cost. This commitment applies only if you have held up your responsibilities under Section 04. Delays caused by your failure to do so do not count against the 3-month period and do not trigger this commitment.

If you decline to proceed with Phase 2. Your Order is a commitment to both phases. If, after receiving your Solution Roadmap, you decline to proceed with Phase 2 altogether, you agree to pay a cancellation fee of $4,499, in addition to your non-refundable Phase 1 fee. This fee reflects that your Order reserved Phase 2 capacity on your behalf; it is not a penalty for exercising a right you don’t have — proceeding to Phase 2 at the minimum fee is a contractual commitment, and this fee is the agreed consequence for not following through. Declining to approve additional scope beyond the minimum (see above) is not covered by this fee — you may always choose to stay at the minimum scope and fee.

How commitments are evaluated. Phase 1 opportunities are documented in your Solution Roadmap. Phase 2 goals are documented in your Goals Agreement.

Other payment terms.

• Invoices are due upon receipt unless otherwise stated in your Order.
• Amounts unpaid more than 15 days past their due date may accrue interest at 1.5% per month, or the maximum rate permitted by Wyoming law, whichever is lower.
• Fees are exclusive of any applicable taxes, which are your responsibility.
• Phase 1 travel and on-site expenses are included in the Phase 1 fee unless your Order states otherwise.

Chargebacks. If you have a billing concern, please contact us first at hello@markagroup.co so we can resolve it directly. Initiating a chargeback without first attempting resolution is a breach of these Terms.

04. Client responsibilities & information access

Phase 1. You agree to make yourself and 2–3 relevant team members reasonably available for interviews during the on-site week, and to provide accurate information about your business operations, personnel, and processes.

Phase 2. You agree to provide timely access, approvals, credentials, and information reasonably needed to perform the Implementation work described in your Goals Agreement, on the schedule agreed there. Delays in providing access or information may extend the engagement timeline and affect the commitment described in Section 03.

You represent that you have the authority to permit us — and any subcontractor engaged under Section 06 — to interview the personnel you make available and to access the systems needed for Phase 2, and that doing so does not violate any obligation you owe to a third party.

05. Confidentiality

Our commitment to you. In the course of an engagement, we will have access to sensitive information about your business, including financial information, internal processes, personnel matters, system credentials, and client relationships (“Confidential Information”). We agree to:

• use your Confidential Information solely to perform the Services;
• not disclose your Confidential Information to any third party, except to subcontractors or advisors bound by confidentiality obligations at least as protective as this Section, or as required by law; and
• take reasonable measures to protect the confidentiality of your information, consistent with how we protect our own sensitive information.

What is not Confidential Information. Information that is or becomes publicly available through no fault of ours, that we already knew before the engagement, or that we independently develop without reference to your Confidential Information, is not subject to this Section.

Duration. This confidentiality obligation survives the termination of the engagement for a period of three (3) years from the date it was disclosed to us.

Employee interviews. We will inform your team members that information shared in interviews will be used to prepare your Solution Roadmap and may be shared with you as the engaging client. We are not responsible for what individual employees choose to disclose to us.

06. Subcontractors

We may engage subcontractors or other third parties to help perform the Services, particularly for Phase 2 Implementation work. We remain solely responsible to you for the Services regardless of who performs them — your agreement is with Digital Marka LLC, not with any subcontractor, and you will not have a separate contractual relationship with any subcontractor we engage.

Any subcontractor we engage is bound by confidentiality obligations at least as protective as those in Section 05, and work performed by a subcontractor is treated the same as our own work for purposes of the disclaimers, limitations of liability, and other protections in these Terms.

We are not obligated to disclose the identity of our subcontractors. If a subcontractor will have direct access to your systems or personnel, we will let you know before that access begins.

07. Intellectual property

Phase 1 deliverable. Upon full payment, you own the specific written Solution Roadmap prepared for your business.

Phase 2 deliverable. Upon full payment for Phase 2, you own the specific solution built for your business under that engagement — for example, a website, automation, or system configured for you — excluding any underlying third-party software, platforms, or licenses, which remain governed by their own terms.

Our methodology. We (and any subcontractor performing work on our behalf) retain all rights to our proprietary diagnostic frameworks, interview methods, evaluation criteria, templates, reusable code libraries, and any general know-how, tools, or processes used to deliver the Services, whether developed before, during, or after your engagement.

Portfolio & case studies. We may reference the fact of our engagement with you, and describe anonymized or aggregated findings, in our marketing and case studies, unless you notify us in writing that you require confidentiality regarding the existence of the engagement itself. We will not disclose your specific financial data or internal operational details in any public materials without your written consent.

08. No professional advice; not a guarantee of business outcomes

Our Services provide operational analysis, recommendations, and implementation work. They do not constitute legal, financial, tax, accounting, or engineering advice, and no advisory or fiduciary relationship is created beyond the scope of the engagement described in your Order. You should consult a qualified professional (attorney, accountant, licensed engineer, etc.) before making decisions with legal, financial, or safety implications.

Important distinction: the commitments described in Section 03 relate only to specific, defined outcomes — identifying at least one opportunity in Phase 1, and working toward written goals in Phase 2. Committing to Phase 2 is a commitment to the engagement itself — it is not a guarantee that implementing our recommendations will produce any particular financial result, efficiency gain, or business outcome. Results depend on factors specific to your business, market, and execution, which are outside our control.

09. Disclaimer of warranties

To the fullest extent permitted by law, the Services and all deliverables are provided “as is,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability or fitness for a particular purpose — except for the Phase 1 and Phase 2 commitments expressly described in Section 03, which control over this general disclaimer.

10. Limitation of liability

To the fullest extent permitted by law, Digital Marka LLC and its members, officers, contractors, subcontractors, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or business, arising out of or relating to the Services, even if advised of the possibility of such damages.

Our total cumulative liability for all claims arising out of or relating to the Services will not exceed the total fees you actually paid us under your Order.

11. Indemnification

You agree to defend, indemnify, and hold harmless Digital Marka LLC and its members, officers, contractors, subcontractors, and agents from claims, damages, and reasonable expenses (including attorneys’ fees) arising out of: (a) information you provided that was inaccurate or that you did not have the right to share; (b) your violation of these Terms; or (c) decisions your business makes based on the Solution Roadmap or Implementation work we deliver.

12. Dispute resolution

Good-faith resolution first. Before pursuing formal action, both parties agree to attempt to resolve any dispute informally by contacting the other party in writing.

Governing law. These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles.

13. Term, termination & survival

Your Order covers both Phase 1 and Phase 2 as a single engagement. Either party may terminate as provided in your Order, subject to the cancellation fee described in Section 03 if you decline to proceed with Phase 2 after Phase 1 is complete. Sections relating to payment, confidentiality, subcontractors, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

14. Force majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, government action, internet or infrastructure failures, or other events of similar nature.

15. Miscellaneous

These Terms, together with your Order, are the entire agreement between you and us regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect. We may update these Terms from time to time; material changes apply to engagements entered into after the updated Terms are posted.

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Questions about these Terms: hello@markagroup.co
Digital Marka LLC, 30 N Gould St, Ste R, Sheridan, WY 82801