Terms of Service.

Article 01: About The Swink Group#

The Swink Group is a business services and advisory brand operated by Jeremy Allen Swink, LLC, a Wyoming limited liability company.

We work primarily with founders, business owners, executives, and organizations to improve how their businesses operate, serve clients, use technology, organize work, develop teams, and make decisions.

Depending on the engagement, our Services may include:

• business and operations consulting;
• executive and strategic advisory;
• customer success and client operations consulting;
• process design and improvement;
• systems architecture;
• CRM configuration and optimization;
• workflow automation;
• technology implementation and integration support;
• documentation and standard operating procedures;
• training and operational enablement;
• marketing, digital, website, funnel, and related business services;
• Remote Assistant or Virtual Assistant sourcing, recruiting, placement, and related support;
• staffing and talent-support services;
• assessments, diagnostics, reviews, and recommendations; and
• other professional services offered by the Company.

Not every Service is available at all times, and the exact scope of any paid engagement is determined by the applicable written agreement.

Article 02: Website Use Does Not Create a Client Relationship#

Visiting our website, reading our content, submitting an inquiry, completing an intake form, communicating with us, or participating in an introductory or strategy call does not, by itself, create a consulting, advisory, staffing, fiduciary, or other professional relationship.

A formal service relationship begins only when we agree to provide Services under mutually accepted terms, which may include a signed agreement, accepted proposal, Statement of Work, order form, payment arrangement, or other written confirmation.

We reserve the right to decline any inquiry or engagement.

Article 03: Scope of Services#

The scope, deliverables, responsibilities, schedule, fees, and other engagement-specific requirements will be described in the applicable Service Agreement, proposal, Statement of Work, placement agreement, order form, or other written documentation.

Unless expressly stated otherwise in writing, Services outside the agreed scope are not included.

Business conditions change. During an engagement, we may identify additional problems, opportunities, dependencies, risks, or work that was not reasonably apparent when the original scope was created. Any material expansion of scope may require additional fees, time, or a revised agreement.

We are not obligated to perform work that has not been agreed upon.

Article 04: No Guarantee of Business Results#

We provide professional judgment, recommendations, systems, implementation support, recruiting assistance, and other Services based on the information available to us at the time.

Business outcomes depend on many factors outside our control.

This includes:

• increased revenue or profit;
• reduced expenses;
• increased business valuation;
• improved employee performance;
• increased productivity;
• successful hiring or retention;
• client retention;
• customer satisfaction;
• lead volume;
• advertising performance;
• search engine rankings;
• sales;
• conversion rates;
• funding or financing;
• software uptime;
• automation performance;
• regulatory approval; or
• any particular financial, operational, or commercial outcome.

Recommendations are recommendations—not guarantees.

You remain responsible for evaluating and approving decisions affecting your business.

Article 05: Client Responsibilities#

Successful engagements require reasonable cooperation from both parties.

You agree to:

• provide accurate, complete, and timely information;
• disclose material circumstances that could affect our work;
• provide requested documents, data, approvals, access, credentials, and resources;
• designate appropriate decision-makers and points of contact;
• review deliverables and recommendations within a reasonable period;
• communicate material concerns promptly;
• implement agreed client-side responsibilities;
• maintain appropriate backups and security controls;
• comply with applicable laws, regulations, contracts, and industry requirements;
• obtain any licenses, permissions, consents, or approvals required for your business;
• pay agreed fees when due; and
• treat our personnel, contractors, candidates, Remote Assistants, and business partners professionally.

We are not responsible for delays, losses, or results caused by incomplete information, delayed approvals, unavailable decision-makers, inaccurate data, failure to implement recommendations, client-side technical problems, or other matters outside our reasonable control.

Article 06: Consulting and Advisory Services#

Our consulting and advisory work may involve analyzing business operations, systems, teams, customer experiences, processes, management practices, technology, capacity, organizational structure, or other business conditions.

Our analysis may evolve as new information becomes available.

An initial symptom is not necessarily the underlying cause of a business problem. We may therefore recommend additional investigation before recommending implementation.

You acknowledge that business decisions involve judgment, uncertainty, and risk.

You retain final authority over your business and are solely responsible for deciding whether and how to implement our recommendations.

Unless expressly agreed otherwise, we do not assume executive authority, fiduciary responsibility, management control, or responsibility for operating your business.

Article 07: Systems, CRM, Automation, and Technology Services#

We may configure, design, build, integrate, recommend, or support third-party technology platforms.

These may include CRM systems, workflow tools, communication platforms, automation systems, payment processors, databases, artificial intelligence tools, websites, integrations, APIs, or other software.

Third-party platforms are outside our control.

We are not responsible for:

• software outages;
• platform downtime;
• security incidents involving third-party providers;
• API changes;
• discontinued features;
• platform policy changes;
• pricing changes;
• third-party account suspensions;
• deliverability changes;
• integration failures caused by third parties;
• software bugs;
• data loss caused by third-party systems; or
• changes made by you, your employees, contractors, or other providers after our work is completed.

Where appropriate, systems should be tested before being relied upon for critical business processes.

You are responsible for maintaining appropriate backups, access controls, account ownership, administrative permissions, and business continuity procedures.

Article 08: Marketing, Website, and Digital Services#

Where we provide marketing, website, funnel, content, campaign, or related digital Services, we may make strategic recommendations based on available information, historical performance, accepted practices, or reasonable professional judgment.

Marketing performance is inherently variable.

We do not guarantee traffic, rankings, leads, conversions, revenue, return on advertising spend, customer acquisition cost, audience growth, or other marketing results unless a specific guarantee is expressly stated in writing.

You are responsible for approving final claims, offers, pricing, promotions, advertising statements, regulated content, intellectual property, and other materials used in your business.

You represent that materials you provide to us may lawfully be used for the requested purpose.

Article 09: Remote Assistant and Virtual Assistant Services#

The Swink Group may provide sourcing, recruiting, screening, matching, placement, onboarding support, operational integration, or related services involving Remote Assistants, Virtual Assistants, contractors, candidates, or other personnel.

A. Candidate Selection

We may identify and present individuals we believe could be suitable based on information provided by you and information reasonably available to us.

Candidate presentation does not constitute a guarantee of performance, character, availability, retention, suitability, or future conduct.

Unless otherwise stated in writing, you are responsible for making the final selection decision.

B. Accuracy of Candidate Information

We may rely on resumes, interviews, references, assessments, work samples, candidate representations, databases, or third-party information.

We cannot guarantee that every statement provided by a candidate or third party is complete or accurate.

Any background checks, reference checks, identity verification, skills assessments, or other screening performed will be limited to the screening expressly described in the applicable placement agreement.

C. Day-to-Day Supervision

Unless we expressly agree to provide managed staffing Services, you are responsible for the day-to-day direction, priorities, supervision, communication, training, approvals, and performance management of personnel assigned or introduced to your business.

A strong placement still requires clear expectations, communication, appropriate management, and a reasonable working environment.

D. Worker Classification and Compliance

The legal classification and engagement structure applicable to a worker may vary based on jurisdiction, scope, control, payment structure, and the applicable Service Agreement.

Nothing in these Terms independently determines whether any individual is an employee, independent contractor, agent, or other type of worker.

Each party is responsible for complying with the laws and obligations that apply to it.

Clients are responsible for seeking qualified legal, employment, tax, or accounting advice when questions regarding classification, employment law, taxation, benefits, immigration, labor law, or similar matters arise.

E. Access and Security

You are responsible for determining what access a Remote Assistant or other worker should receive.

You should use reasonable safeguards such as:

• role-based permissions;
• password managers;
• multifactor authentication;
• separate user accounts;
• limited financial permissions;
• appropriate confidentiality controls; and
• prompt revocation of access when an engagement ends.

We are not responsible for losses resulting from unnecessary or excessive access granted by the client unless directly caused by our own wrongful conduct.

F. Performance and Retention

Human beings are not software licenses.

We cannot guarantee that a particular candidate will remain available, remain engaged for a specific duration, meet every expectation, or never make an error.

Replacement rights, guarantees, credits, or placement remedies—if offered— will be governed exclusively by the applicable written placement or Service Agreement.

G. Circumvention and Direct Engagement

Clients may not use our recruiting, sourcing, introduction, placement, or candidate-presentation Services to circumvent compensation legitimately owed to The Swink Group.

Any direct-hire restrictions, conversion fees, placement fees, non-solicitation provisions, or similar requirements applicable to a particular engagement will be stated in the applicable written agreement.

Where such terms apply, they survive termination for the period stated in that agreement.

Article 10: Fees and Payment#

Fees vary by Service and engagement.

Applicable pricing, deposits, retainers, recurring fees, placement fees, implementation fees, payment schedules, milestones, and other commercial terms will be provided before or during the engagement and may be contained in a proposal, Service Agreement, Statement of Work, order form, invoice, checkout page, or other written documentation.

You agree to pay all undisputed amounts when due.

Unless otherwise stated in writing, fees already earned for Services performed are non-refundable.

Deposits, retainers, reservation fees, diagnostic fees, or other advance payments may be non-refundable where expressly identified as such before payment.

Failure to pay amounts when due may result in suspension of work, suspension of access, withholding of deliverables where permitted by law, cancellation of future work, or termination.

You remain responsible for amounts properly earned before suspension or termination.

Article 11: Refunds, Cancellations, and Rescheduling#

Refund, cancellation, replacement, rescheduling, and termination policies may vary by Service and will be stated in the applicable agreement or booking terms.

Unless a separate written policy states otherwise, completing substantial work, reserving professional capacity, commencing recruiting, performing a diagnostic, providing access to completed deliverables, or otherwise performing agreed Services may limit or eliminate eligibility for a refund.

We will not issue refunds merely because a client chooses not to implement recommendations or because an outcome outside our control does not occur.

Nothing in this section limits rights that cannot lawfully be waived.

Article 12: Chargebacks and Payment Disputes#

If you believe a billing error has occurred, you agree to contact us and make a reasonable good-faith effort to resolve the issue before initiating a payment dispute or chargeback.

Nothing in these Terms prevents you from exercising legitimate rights available through your payment provider or applicable law.

Fraudulent, knowingly false, or abusive payment disputes may constitute a breach of these Terms, and we reserve the right to provide relevant agreements, communications, proof of work, access records, invoices, and other documentation to payment processors, financial institutions, or dispute-resolution providers.

Article 13: Intellectual Property#

A. Company Materials

Unless otherwise agreed in writing, we retain ownership of our pre-existing:

• methods;
• frameworks;
• templates;
• processes;
• checklists;
• systems;
• documentation structures;
• training materials;
• concepts;
• tools;
• know-how;
• code libraries;
• reusable automation components;
• designs;
• branding; and
• other intellectual property.

Providing these materials as part of an engagement does not transfer ownership of our underlying intellectual property.

B. Client-Specific Deliverables

Subject to full payment, ownership or usage rights for custom client-specific deliverables will be governed by the applicable written agreement.

Where no separate provision exists, the client may use final paid deliverables internally for the business purpose for which they were created.

C. Client Materials

You retain ownership of materials you provide to us.

You grant us a limited license to access, copy, modify, process, transmit, or otherwise use those materials solely as reasonably necessary to perform the Services.

You represent that you have authority to provide those materials and authorize their use.

Article 14: Confidentiality#

During an engagement, either party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable measures to protect confidential information and to use it only for legitimate purposes related to the engagement.

Confidential information does not include information that:

• is publicly available through no breach of obligation;
• was lawfully known before disclosure;
• is independently developed without use of the confidential information;
• is lawfully received from a third party without confidentiality restrictions; or
• must be disclosed pursuant to law, subpoena, court order, or governmental requirement.

Where appropriate, more detailed confidentiality obligations may be included in a separate agreement or nondisclosure agreement.

Article 15: Data, Credentials, and Information Security#

You may provide access to business data, CRM records, customer information, credentials, documents, or other information necessary for us to perform Services.

We will use reasonable safeguards appropriate to the nature of the work, but no electronic system or transmission method can be guaranteed to be completely secure.

Clients should provide the minimum access reasonably necessary and maintain their own backups and security practices.

Our handling of personal information is also governed by our Privacy Policy.

Article 16: Artificial Intelligence and Automated Tools#

We may use artificial intelligence, automation, software-assisted analysis, or other technology to support research, drafting, analysis, coding, documentation, workflow design, administration, or other aspects of our work where appropriate.

These tools assist professional work; they do not eliminate professional judgment.

We may review, revise, verify, or supplement technology-assisted outputs as appropriate to the engagement.

You should not assume that any automated system is error-free.

Where the sensitivity of particular information makes its use with a third-party AI or technology platform inappropriate, the parties should identify that limitation before providing the information.

Article 17: Third-Party Providers#

Our Services may involve third-party software, vendors, contractors, platforms, hosting providers, payment processors, telecommunications providers, recruiting systems, artificial intelligence providers, or other independent businesses.

Those providers operate under their own terms and privacy practices.

Unless expressly stated otherwise, we do not control and are not responsible for the acts, omissions, availability, security, performance, pricing, policies, or continued operation of third-party providers.

Recommendations or introductions to outside providers do not constitute a guarantee or endorsement of every aspect of their services.

Article 18: Professional Advice Disclaimer#

The Swink Group provides business and operational Services.

Unless expressly stated in a separate written engagement with an appropriately licensed professional, we do not provide legal, tax, accounting, investment, securities, medical, insurance, or other regulated professional advice.

Information we provide concerning these subjects is general business information only.

You should obtain advice from qualified professionals when your circumstances require it.

Article 19: Electronic Communications#

By contacting us electronically, submitting forms, entering into an engagement, or providing contact information, you consent to receive communications reasonably related to your inquiry or Services.

These may include email, telephone, SMS, video conferencing, electronic documents, invoicing, and other digital communication methods.

Where applicable law requires separate consent for marketing or promotional communications, those communications will be subject to the required consent mechanisms.

Electronic signatures, approvals, and records may be used to the extent permitted by law.

Article 20: Acceptable Website Use#

You may use our website for lawful informational and business purposes.

You may not:

• attempt unauthorized access to our systems;
• introduce malicious software;
• interfere with website operation;
• scrape or systematically copy substantial portions of our content without permission;
• impersonate another person or business;
• submit fraudulent information;
• use our intellectual property in a misleading manner;
• violate applicable law; or
• use our website or Services to facilitate unlawful activity.

We may restrict or terminate website access where reasonably necessary to protect the Company, our systems, other users, or third parties.

Article 21: Website Content#

Website content is provided for general informational purposes.

We make reasonable efforts to keep information accurate, but business offerings, pricing, technology, laws, vendors, links, and other information can change.

We do not warrant that every website statement will always be complete, current, or error-free.

Website content should not be relied upon as a substitute for the terms of an actual Service Agreement or individualized professional advice.

Article 22: Disclaimer of Warranties#

To the fullest extent permitted by applicable law, our website and Services are provided on an “as is” and “as available” basis, except for obligations expressly stated in a separate written agreement.

We disclaim implied warranties to the extent they may lawfully be disclaimed, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes warranties or rights that applicable law does not permit us to exclude.

Article 23: Limitation of Liability#

To the fullest extent permitted by applicable law, Jeremy Allen Swink, LLC, The Swink Group, and their owners, managers, employees, contractors, representatives, and agents will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from or relating to the website, Services, recommendations, third-party platforms, personnel placements, or these Terms.

This includes, where permitted by law, damages relating to:

• lost profits;
• lost revenue;
• lost opportunities;
• loss of goodwill;
• business interruption;
• lost or corrupted data;
• third-party platform failures; or
• consequential business losses.

Except where prohibited by law or superseded by a separate written agreement, our aggregate liability arising from a particular paid engagement will not exceed the total fees actually paid to us for that engagement during the three months immediately preceding the event giving rise to the claim.

For a one-time project lasting fewer than three months, liability will not exceed the amount actually paid for that project.

These limitations do not apply to liability that cannot legally be limited or excluded.

Article 24: Indemnification#

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Jeremy Allen Swink, LLC, The Swink Group, and their owners, employees, contractors, agents, and representatives from third-party claims, damages, liabilities, costs, and reasonable legal expenses arising from:

• your unlawful use of the Services;
• materials or information you provide;
• your violation of applicable law;
• your violation of a third party's intellectual property or other rights;
• instructions you direct us or placed personnel to perform;
• employment, labor, tax, regulatory, or classification obligations that are your responsibility; or
• your material breach of these Terms or an applicable agreement.

This provision does not require you to indemnify us for losses caused by our own fraud, willful misconduct, or other conduct that cannot lawfully be indemnified.

Article 25: Suspension and Termination#

Either party may terminate an engagement according to the applicable written agreement.

We may suspend or terminate Services where reasonably necessary because of:

• nonpayment;
• material breach;
• unlawful activity;
• abusive or threatening conduct;
• misuse of our systems or personnel;
• security concerns;
• failure to provide required cooperation;
• unreasonable risk to our business or personnel; or
• other circumstances permitting termination under the applicable agreement.

Upon termination, amounts properly earned for Services already provided remain due.

Sections that by their nature should survive termination— including payment obligations, confidentiality, intellectual property, liability limitations, dispute-resolution provisions, and applicable placement restrictions— will survive.

Article 26: Force Majeure#

Neither party will be liable for delay or failure to perform obligations caused by events reasonably beyond that party's control, excluding payment obligations for Services already performed.

Such events may include natural disasters, severe weather, war, terrorism, civil unrest, government action, widespread internet or telecommunications outages, utility failures, epidemics, pandemics, labor disruptions, major third-party infrastructure failures, or similar events.

The affected party should make commercially reasonable efforts to resume performance when practicable.

Article 27: Governing Law#

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Article 28: Good-Faith Dispute Resolution#

Before initiating formal legal proceedings concerning an engagement, the parties agree to make a reasonable good-faith effort to resolve the dispute directly.

Either party may provide written notice describing the dispute and requested resolution.

The parties should then attempt in good faith to resolve the matter through discussion before commencing arbitration or litigation, except where urgent injunctive or equitable relief is reasonably necessary.

Article 29: Arbitration and Class Action Waiver#

Except where prohibited by applicable law or where a separate written agreement provides otherwise, disputes arising out of or relating to these Terms or our Services that cannot be resolved through good-faith negotiation will be resolved by binding arbitration.

Arbitration will take place in Sheridan County, Wyoming, unless the parties mutually agree to another location or remote proceeding, and will be administered under the applicable rules of the American Arbitration Association.

Unless applicable law requires otherwise, disputes will be resolved on an individual basis.

To the fullest extent permitted by law, each party waives the right to participate in a class action, class arbitration, representative proceeding, or consolidated proceeding involving unrelated parties.

Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, or prevent imminent irreparable harm.

Article 30: Changes to These Terms#

We may update these Terms periodically to reflect changes in our Services, operations, technology, legal requirements, or business practices.

The current version will be posted on our website with a revised “Last Updated” date.

Changes will apply prospectively unless otherwise permitted by law.

Material changes affecting an existing paid engagement will not override a separately executed agreement unless the parties agree to the change or the agreement expressly permits it.

Article 31: Severability#

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

Where appropriate, an unenforceable provision will be interpreted or modified as narrowly as necessary to make it enforceable while preserving its intended purpose as closely as permitted.

Article 32: No Waiver#

Failure to enforce a provision of these Terms does not waive our right to enforce that provision or any other provision later.

Any waiver must be clear and specific to the matter being waived.

Article 33: Assignment#

You may not assign or transfer a paid Service Agreement without our prior written consent, except where otherwise stated in the applicable agreement or required by law.

We may assign these Terms or applicable agreements in connection with a merger, reorganization, sale of substantially all relevant business assets, change in ownership, or similar business transaction, subject to applicable law.

Article 34: Entire Agreement and Order of Precedence#

These Terms, together with the Privacy Policy and any applicable Service Agreement, Statement of Work, proposal, placement agreement, order form, or other incorporated written terms, constitute the agreement applicable to the relevant subject matter.

Where documents conflict, the following order generally applies unless expressly stated otherwise:

1. a mutually executed Service Agreement or other negotiated agreement;
2. an applicable Statement of Work, placement agreement, or order form;
3. these Terms; and
4. general website content.