Bickert Management Inc. (BMI) Terms & Conditions

Terms & Conditions

Acceptance of Terms

By accessing or continuing to use BMI's Services, including through the BMI Client Portal, you acknowledge and agree to be bound by the following Terms and Conditions (as updated from time to time). If you do not agree, you must discontinue use of BMI's Services.

1. No Guarantees – BMI cannot guarantee error-free software, fixed outcomes, or uninterrupted results. Automation and system malfunctions are inherent risks.
2. Indemnification & Liability Waiver – Client agrees that BMI assumes no liability of any kind and indemnifies BMI from all claims, damages, losses, or costs arising from BMI's Services, Client instructions, or third-party systems.
3. Billing & MW Usage – All Services draw from the Client's MW Battery balance. Balances expire 24 months after purchase, no refunds are provided, and auto-recharges are authorized when balances reach 2%.
4. Third-Party Systems – BMI supports third-party systems only on a best-efforts basis. Clients bear sole responsibility for external vendor issues, delays, or costs.
5. Dispute Resolution – Any disputes are governed exclusively by Alberta law and resolved solely by arbitration in Calgary, Alberta, with no right of court action or appeal.
6. Confidentiality & Truthful Disclosure – Clients must provide accurate and complete information to BMI and disclose all relevant business operations truthfully.
7. Load Management System (LMS) & Budgeting Tools – BMI provides an LMS, including features such as Metered Transmission, Trickle Charge, SelecTech, Integrated Circuits, Custom Circuits, and the Energy Efficiency Guarantee. These are budgeting and pacing tools only. Default LMS settings apply unless adjusted in the Client Portal or changed in writing through the Client Success Partner (CSP).
8. Client Success Program – BMI assigns each Client a CSP and conducts regular Client Success Sessions (CSS). CSP and CSS are the formal channels for approvals, pacing, and roadmap alignment. Attendance at regularly scheduled CSS is required.
9. Right to Decline Work – BMI reserves the right to decline work outside the scope of its expertise, capacities, or capabilities, or where quality results cannot be adequately ensured.
10. Zoho Partner Tagging – Clients must tag BMI as their Zoho Partner, in accordance with Zoho's requirements.
11. Program Changes – In the spirit of perpetual refinement, all BMI programs, processes, services, and plans are subject to change.
12. Terms Updates – BMI's Terms and Conditions may be updated from time to time. Updated terms will be published within the BMI Client Portal, and Clients are responsible for remaining current with such updates.

Appendix A – Standard Terms and Conditions

1. Entire Agreement and Precedence

1. This Agreement, comprising this document, the Summary (Part 1), and any schedules or appendices hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, or representations.
2. In the event of conflict between the Summary and these Standard Terms, these Standard Terms shall prevail.
3. No amendment, modification, or waiver of this Agreement shall be effective unless in writing and executed by both parties.

2. Definitions

1. MW (Megawatt) means one million Weighted Algorithm for Technician Tasks (WATTS), a proprietary unit of measurement developed by BMI to express the quantum of work performed by BMI personnel on specific tasks and projects.
2. Battery means a prepaid bundle of MW purchased by Client for application toward BMI Services.
3. Services means any consulting, implementation, development, automation, support, or other professional services provided by BMI.
4. PowerPlan means the pricing model by which Batteries are sold in varying tiers, with per-MW rates as outlined below.
5. Expiry means the automatic termination of any unexpended MW twenty-four (24) months from the date of purchase, as outlined below.
6. Load Management System (LMS) means BMI's suite of budgeting and expenditure-management tools, including but not limited to Metered Transmission, Trickle Charge, SelecTech, Integrated Circuits, Custom Circuits, and the Energy Efficiency Guarantee.
7. Client Success Partner (CSP) means the BMI-assigned account manager responsible for communications, approvals, and roadmap governance.
8. Client Success Sessions (CSS) means recurring meetings between BMI and Client, facilitated by the CSP, for alignment of objectives, approvals, and pacing of Services.
9. Client Portal means BMI's designated online portal through which Clients access current Terms and Conditions, pricing schedules, reports, dashboards, Battery usage data, LMS settings, and related materials.

3. MW Battery and Fees

1. Consumption. All Services consume from Client's Battery at MW rates determined by BMI's proprietary dispatch algorithm.
2. Acknowledgement. Client acknowledges having received, reviewed, and understood BMI's explanation of MW, Batteries, and the PowerPlan fee structure, including published documentation. Client accepts full responsibility for monitoring its MW usage through BMI's dashboards and reports.
3. Expiration. MW expire 24 months from purchase. Starting on the 13th month, and each subsequent month thereafter, Dormant Batteries are drained at a rate of 8.3% of the original total of MW as a maintenance drain.
4. No Refunds. All Battery purchases are final. No refunds, credits, or cash equivalents shall be provided for unexpended MW, expired MW, or partially consumed Batteries. Unused MW may only be applied to Services in accordance with this Agreement until depletion or Expiry.
5. Auto-Recharge. When a Battery balance falls to 200 MW, Client authorizes BMI to automatically process a recharge of the Battery against the Client's payment method on file.
6. Suspension for Non-Payment. BMI may suspend Services immediately where payment methods are invalid, charges are declined, or invoices remain unpaid. Suspension shall not relieve Client of payment obligations.

4. Services and Scope

1. BMI shall provide Services in its discretion and on an iterative, evolving basis.
2. Client acknowledges that: (a) no fixed scope, deliverables, or outcomes are guaranteed; (b) errors, failures, or misfires may occur in software and workflows; and (c) results depend upon third-party systems and Client cooperation.
3. Right to Decline Work. BMI reserves the right to decline work that is outside the scope of its expertise, capacities, capabilities, or ability to adequately ensure quality results.

4.2 Load Management System & Client Success Program

1. Purpose. The LMS is provided as a budgeting and pacing mechanism. It enables Client to manage its expenditure of MW and associated cash flow, but it does not impose liability upon BMI for the outcomes of Client-selected LMS settings.
2. Default Settings. LMS settings shall default to BMI's standard configurations unless Client modifies them in the LMS control panel or provides written instructions to the CSP.
3. Features. LMS includes, without limitation: (a) Metered Transmission (pacing mechanism capping MW expenditure within defined intervals); (b) Trickle Charge (automatic incremental recharging of Batteries to maintain balances); (c) SelecTech (technician-selection feature allowing Client to specify skill level and budget preferences); (d) Integrated Circuits (standardized solution packages leveraging repeatable processes for efficiency); (e) Custom Circuits (bespoke solution packages tailored to unique needs); and (f) Energy Efficiency Guarantee (a value-assurance mechanism operating as goodwill only and not a legal warranty).
4. Client Success Program. CSP and CSS are the sole formal channels for communications, approvals, and governance of Services. Client agrees to actively participate in CSS and route all approvals through the CSP.
5. No Liability. Client acknowledges that the LMS and CSP program are tools for Client budgeting and alignment only. BMI makes no warranties as to the outcomes of LMS utilization.
6. Perpetual Refinement. In the spirit of perpetual refinement, all BMI programs, processes, services, and plans are subject to change without notice.

5. Third-Party Systems

1. BMI specializes in Zoho systems. Any support or integration with non-Zoho or third-party systems shall be strictly on a best-efforts basis.
2. BMI disclaims all responsibility for the performance, reliability, availability, or functionality of third-party systems, and Client assumes sole responsibility for all delays, costs, or failures associated therewith.

6. Confidentiality and Data

1. BMI shall use Client data to perform Services, and for other purposes, including but not limited to, the development of services, for research and refinement, or other reporting. BMI may disclose such data only where required by law or where subcontractors bound by equivalent confidentiality obligations assist in delivery of Services.
2. Client warrants it has full authority to provide all data to BMI and shall indemnify BMI against any claims relating to such data.

7. Intellectual Property

1. All intellectual property, methodologies, frameworks, templates, tools, and know-how used or developed by BMI shall remain BMI's sole property.
2. Deliverables specifically created for the Client may be used by the Client solely in the ordinary course of business. No assignment of ownership shall occur.

8. Indemnification and Limitation of Liability

1. Indemnification. To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless BMI, its officers, directors, employees, contractors, and affiliates against any and all claims, damages, losses, costs, expenses, and liabilities (including reasonable legal fees) arising from or relating to: (a) BMI's Services (past, present, or future); (b) Client's instructions, data, or omissions; (c) Client's use or misuse of Zoho or third-party software; and (d) any regulatory, tax, compliance, or legal obligations of the Client.
2. Exclusion of Liability. BMI shall not be liable for any damages of any kind, including direct, indirect, consequential, incidental, special, punitive, or exemplary damages, or for loss of data, revenue, profits, or opportunity.
3. Cap on Liability. If, notwithstanding the foregoing, liability is imposed on BMI by a court or arbitrator of competent jurisdiction, BMI's aggregate liability shall not exceed one Canadian dollar (CAD $1).

9. Dispute Resolution

1. The parties shall first attempt good-faith negotiations, and if unresolved, mediation.
2. If unresolved within sixty (60) days, the dispute shall be referred to final and binding arbitration under the Arbitration Act (Alberta).
3. The seat of arbitration shall be Calgary, Alberta. One arbitrator shall be appointed. The decision shall be final and binding with no right of appeal or judicial review.
4. Client waives any right to bring or participate in a class action, multi-party proceeding, or court litigation against BMI.
5. It is the obligation of the Client to dutiful and in a timely manner, bring any concerns to BMI's attention for immediate resolution, utilizing, but not limited to, communications with CSP, notification in CSS, or via email.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to conflict-of-laws principles.

11. Termination

Either party may terminate this Agreement on written notice. Client shall remain liable for all Services provided up to termination. Unused MWs remain valid in accordance with the MW expiration terms defined herein, unless otherwise agreed.

12. Force Majeure

BMI shall not be liable for delays or non-performance due to causes beyond its reasonable control, including acts of God, system outages, vendor failures (including Zoho), labour disputes, or governmental action.

13. Survival

Provisions relating to payment, indemnification, limitations of liability, confidentiality, intellectual property, dispute resolution, governing law, and survival shall survive termination.

14. Assignment

Client may not assign this Agreement without BMI's prior written consent. BMI may engage subcontractors in providing Services.

15. Severability

If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect.

16. Schedule of MW Pricing (CAD)

The following pricing tiers apply to Batteries purchased under BMI's PowerPlan. Pricing is expressed in Canadian dollars per MW.

BMI may update published pricing in its discretion. Changes shall apply only to Batteries purchased after notice of updated pricing.

17. Updates to Terms

1. BMI may revise these Terms and Conditions from time to time in its discretion.
2. Any material updates will be published within BMI's Client Portal, which serves as the primary repository for current Terms and Conditions.
3. Client's continued use of BMI's Services after publication of revised Terms constitutes acceptance of such updates.
4. Client acknowledges it is their responsibility to remain current with updates posted in the Client Portal.

18. Non-Solicitation of Employees

1. Restriction. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration (the "Non-Solicitation Period"), Client shall not, directly or indirectly, on its own behalf or on behalf of others, in any capacity whatsoever, solicit for employment, hire, or otherwise engage any employee, contractor, or personnel of BMI who was involved in the performance of Services under this Agreement.
2. Permitted General Recruiting. This restriction shall not prohibit Client from (a) soliciting employment through general advertising or recruitment not specifically targeted at BMI personnel, or (b) hiring any individual who independently responds to such general advertising or recruitment.
3. Remedies. Client acknowledges that a breach of this Section would cause BMI irreparable harm. In addition to any other rights or remedies available at law or equity, BMI shall be entitled to seek injunctive relief and/or liquidated damages equal to twelve (12) months of the individual's most recent compensation with BMI.

19. Zoho Partner Tagging

Requirement of Services. As per Zoho's request, BMI requires the client to tag and maintain us as your Zoho Partner, as per Zoho's requirements: "Tagging a Partner is a method that provides a uniform platform for all partners and customers, and it keeps Zoho in the middle of the Partner-Customer communication."

20. Truthful Disclosure

1. Requirement of Disclosure. BMI requires Client to be forthcoming and truthful about the nature of their business, industry, and operations, such that BMI can confirm there are no conflicts of interest with other Clients, or with BMI's values.
2. Severability. BMI reserves the right to terminate this contract, without notice or Client recourse, if the Client is found in violation of this clause.

21. Entire Agreement

Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior discussions, negotiations, or agreements, whether written or oral.

SMS Opt-In and Data Sharing

We will not share your opt-in to an SMS campaign with any third party for purposes unrelated to providing you with the services of that campaign. We may share your Personal Data, including your SMS opt-in or consent status, with third parties that help us provide our messaging services, including but not limited to platform providers, phone companies, and any other vendors who assist us in the delivery of text messages.

All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.