Terms and Conditions

Terms and Conditions for Dorian Pasian Strategic Partners

Strategic Partner & Scaling Architect for Tech Startups

1. Definitions

• "Health.diag™": A short-term diagnostic service (typically 3 business days) designed to scan and assess a startup's current standing in Leadership Development and Organizational Development, and its impact on their OKRs, culminating in a findings and recommendations report.

• "PillarFlex.ini™": A foundational service focused on setting up the essential elements for Leadership and/or Organizational Development, including workshops, tools, resources, and KPI settings, enabling the startup to execute independently post-setup.

• "PillarFlex.exe™": A service offering a more involved approach to Leadership and/or Organizational Development, including setup assistance and ongoing support during the initial rollout phase.

• "PillarFlex.full™": A 3-month remote engagement focused on leadership and/or organizational development, with deliverables tied to measurable outcomes.

• "Service Agreement": A contract signed via Signaturely outlining the scope, terms, and payment details.

• "Service Completion Document": A final agreement signed via Signaturely to formally conclude services.

2. Scope of Services

1. Health.diag™

   • A remote diagnostic service to assess the current state of Leadership and Organizational Development and their impact on OKRs.

   • Deliverables include a comprehensive findings and recommendations report with data analysis, root cause identification, OKR correlation, and actionable short/long-term recommendations.

   • Duration: Typically 3 business days, focused on data collection and analysis.

2. PillarFlex.ini™

   • Remote foundational setup for independent Leadership and/or Organizational Development execution.

   • Deliverables include defined strategic pillars aligned with OKRs, bespoke workshops, provisioned tools and resources, and established KPI settings.

   • Duration: Typically 4 weeks, focused on building the necessary framework.

3. PillarFlex.exe™

   • Remote programs offering setup assistance and initial rollout support for Leadership and/or Organizational Development initiatives.

   • Deliverables include defined strategic plans, setup of tools and resources, initial rollout guidance, and progress check-ins.

   • Duration: Varies depending on the specific needs, often around 8 weeks (4 weeks setup + 4 weeks follow-up).

4. PillarFlex.full™

   • Remote programs to align leadership, teams, and processes with quarterly goals.

   • Deliverables include strategic plans, progress reviews, outcome-based reporting, and custom tools/resources (e.g., frameworks, templates, guides).

   • Duration: 3 months, with milestones tied to agreed-upon results.

3. Remote Engagement & Collaboration

1. Online-Only Services

   • All interactions (meetings, workshops, consultations) will be conducted remotely.

   • The Strategic Partner will embed within the Client’s operational ecosystem, utilizing their existing tools and resources with pre-defined access levels to ensure a seamless partnership and integration.

2. Data Security & Privacy

   • The Strategic Partner complies with the Dominican Republic’s Data Protection Law No. 172-13  and applicable U.S. standards (e.g., CCPA for California clients).

   • Client data will not be transferred outside the agreed scope of services.

4. Free Preliminary Discussion

1. Every service inquiry requires booking a complimentary slot to discuss the Client's specific needs. 

2. During this free call, our services will also be discussed. The invoice start date (with payments made via PayPal invoices) will be mutually agreed upon during or after this session.

5. Payment Terms

1. Accepted Payment Method

   • PayPal Only: All payments must be made via PayPal.

   • Fee Absorption: The Strategic Partner will cover PayPal transaction fees to ensure no additional costs are passed to the Client.

2. Health.diag™

   • Installment Option: 50% of the total fee is due upon receipt of the PayPal invoice (upfront payment). The remaining 50% is due upon completion of the service and handover of the reports. The Client can also to pay the service amount in full upfront if desired.

   • A signed Service Agreement is required before service commencement.

   • Services commence only after confirmation of the upfront payment.

3. PillarFlex.ini™

   • Installment Option: 50% of the total fee is due upon receipt of the PayPal invoice (upfront payment). The remaining 50% is due upon completion of the service. The Client can also to pay the service amount in full upfront if desired.

   • A signed Service Agreement is required before service commencement.

   • Services commence only after confirmation of the upfront payment.

4. PillarFlex.exe™

   • Monthly Invoices: Clients will be invoiced monthly at the start of each month for the ongoing services. Payments are due upon receipt of the PayPal invoice. The Client can also to pay the service amount in full upfront if desired.

   • A signed Service Agreement is required before service commencement and the first invoice.

   • Services commence after confirmation of the first monthly payment.

5. PillarFlex.full™

   • Monthly Invoices: Clients will be invoiced monthly at the start of each month for the ongoing services. Payments are due upon receipt of the PayPal invoice. The Client can also to pay the service amount in full upfront if desired.

   • A signed Service Agreement is required before service commencement and the first invoice.

   • Sessions commence after confirmation of the first monthly payment.

6. Late Payments

   • Invoices overdue by 14 days will incur a late fee of 5% per month.

   • Services may be paused for unpaid invoices.

6. Service Agreements & Completion

1. Service Agreement

   • A Service Agreement (sent via Signaturely) must be signed by the Client before work begins.

   • Specifies scope, payment terms, timelines, and deliverables.

   • Includes a W-8BEN pre-filled form confirming foreign status for Client tax filing purposes.

2. Service Completion Document

   • At the end of each engagement, a Service Completion Document (via Signaturely) will be issued to formally close the engagement.

   • The Client must sign this document within 7 days. Failure to sign will result in automatic termination of services, and all outstanding payments will become due immediately.

7. Cancellation & Refunds

1. All PillarFlex™ Services

   • Clients may cancel with 14 days written notice.

   • Clients must inform us directly if they wish to cancel services so that we can cease invoicing them accordingly.

   • Fees for completed work are non-refundable.

   • Outstanding installments remain due.

   • Upon cancellation, Client agrees to complete a feedback form.

8. Tools & Resources

1. The Strategic Partner will provide custom tools, templates, and resources to support the Client’s objectives specifically within the PillarFlex™ services. For Health.diag™, the deliverables will include a presentation and a comprehensive report containing findings and recommendations.

2. These resources are for the Client’s internal use only and may not be shared externally without written consent.

9. Confidentiality & Intellectual Property

1. Confidentiality

   • All Client data, strategies, and communications will remain confidential.

2. Intellectual Property

   • Frameworks, tools, and materials created by the Strategic Partner remain their sole property.

   • The Client receives a non-exclusive license to use deliverables internally.

   • Client’s Background IP: The Client retains ownership of all pre-existing intellectual property. The Strategic Partner will not use, replicate, or disclose it without written consent.

10. Termination for Cause

1. Either party may terminate this Agreement immediately for material breach, including:

   • Non-payment of fees.

   • Misuse of confidential information or intellectual property.

   • Violation of data privacy laws.

11. Limitation of Liability

1. The Strategic Partner is not liable for indirect damages (e.g., lost profits).

2. Total liability is limited to the fees paid by the Client.

12. Governing Law & Dispute Resolution

1. Jurisdiction

   • This Agreement shall be governed by and construed in accordance with the laws of the Dominican Republic, without regard to its conflict of law principles.

2. Dispute Resolution

   • Any disputes shall first be resolved through good-faith negotiation.

   • If unresolved, disputes shall be settled by binding arbitration in Santo Domingo, Dominican Republic under the rules of the International Arbitration Center of Santo Domingo (IACSDRD).

   • The arbitration award shall be final and enforceable in any court of competent jurisdiction.

   • U.S. and LATAM clients explicitly agree to this jurisdiction and arbitration process.

13. Chargebacks & Disputes

• The Client agrees to resolve payment disputes directly with the Strategic Partner before initiating a PayPal chargeback.

• Unfounded chargebacks may result in legal action to recover fees and damages.

14. Force Majeure

• Neither party is liable for delays or failures due to circumstances beyond reasonable control, including but not limited to:

  • Natural disasters, pandemics, or political instability in the Dominican Republic.

  • Internet or infrastructure failures in the Client’s or Strategic Partner’s location.

15. Non-Solicitation

• During and for 1 year after the engagement, the Client agrees not to solicit the Strategic Partner’s employees or clients without written consent.

16. Amendments & Notifications

• The Strategic Partner may update these Terms with 30 days notice via email. Continued use of services constitutes acceptance.

17. Entire Agreement

• This Agreement, along with the signed Service Agreement, constitutes the entire understanding between the parties and supersedes all prior agreements.

18. Geographic Scope Disclaimer

• Services are provided remotely from the Dominican Republic. By signing this Agreement, the Client acknowledges and consents to cross-border collaboration and acknowledgement of foreign status for tax filing purposes.

Summary of Key Terms

• Payment: PayPal invoices only for all services. 

• Confidentiality: All client data protected.

• Termination: Immediate for material breaches.

• Disputes: Resolved via arbitration in the Dominican Republic.

• Updates: 30-day notice for T&C changes.

Questions? Email us at help@dorianpsp.com