Definition

For the purpose of this Agreement, “SAAH” refers to SAAH Enterprises LLC (Something Amazing About to Happen), including its employees, contractors, and representatives engaged in providing the agreed-upon services.

Payments & Fees

A 10% deposit of the total project fee is required upon signing this Agreement to reserve scheduling and initiate services. The introductory meeting fee and any onboarding fees are due in full at the time of booking and are non-refundable. Project milestone payments are due according to the agreed payment schedule. Late payments will incur a service charge of the lesser of 1.5% per month (18% annual) or the maximum permitted by law.

Refund Policy

All fees associated with consultations, onboarding, or project execution are non-refundable once paid, unless otherwise specified in writing. Refunds under the 30-day satisfaction guarantee apply only to project service fees. Introductory consultation fees, onboarding fees, and reimbursed expenses are strictly non-refundable.

Expenses

Any transportation or accommodations required beyond a 50-mile radius of SAAH headquarters (Dallas, Texas) will be the responsibility of the client and billed separately. Any meals and non-alcoholic beverages required during the course of service shall be either comped by the client’s establishment or reimbursed by the client at cost. Alcoholic beverages will remain the full responsibility of the SAAH team, excluding wine, which will be billed to the client at cost.

Confidentiality

Both parties agree to keep all non-public information exchanged during the course of this engagement strictly confidential. This includes, but is not limited to, business plans, financial data, customer lists, trade secrets, operational processes, and proprietary methodologies. Confidential information will be used solely for the purpose of performing services under this agreement and will not be disclosed to any third party without prior written consent, except as required by law. Exclusions apply to information already public, lawfully obtained, or independently developed. These confidentiality obligations remain in effect during the term of the agreement and for five (5) years following its termination, unless otherwise agreed in writing.

Intellectual Property

Any methodologies, frameworks, tools, or intellectual property developed by SAAH prior to this engagement — including the Hospitality Engineered™ framework, LEAD model, toolkits, and proprietary processes — remain the exclusive property of SAAH Enterprises LLC. All deliverables created specifically for the client are licensed for internal use only and may not be resold, distributed, or commercialized without written permission. Client-provided documents, data, or resources remain the sole property of the client. SAAH retains the right to use generalized learnings, know-how, or non-confidential insights gained during the engagement for future services, provided no confidential client information is disclosed. The term 'Hospitality Engineered™' and associated marks are the intellectual property of SAAH Enterprises LLC and may not be used by the client without express written consent.

Privacy Policy

SAAH may collect business information, employee insights, operational data, and other materials necessary to perform services. Collected information is used solely to deliver consulting services, audits, training, and reporting. We do not sell or share client information with third parties, except as required by law. Information is safeguarded against unauthorized access and retained only as long as necessary or legally required. Clients may request corrections, updates, or deletion of their data, subject to legal or contractual obligations. To the extent applicable, SAAH shall make commercially reasonable efforts to comply with major data protection regulations, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) for European clients. Nothing in this clause shall expand SAAH’s obligations beyond reasonable industry practices for consulting engagements. This Privacy Policy applies during the engagement and for five (5) years following its completion, unless otherwise agreed in writing.

Service Modification

Clients may request modifications in writing. Modifications may impact deliverables, timelines, or fees. Additional fees will be documented prior to implementation. Minor adjustments not affecting scope may be accommodated at a flat fee. SAAH reserves the right to decline modifications outside our expertise or that compromise quality.

Limitation of Liability

The total liability of SAAH under this agreement shall not exceed the total fees paid by the client. SAAH shall not be liable for indirect, incidental, or consequential damages, including lost profits or reputational harm. These limitations apply except in cases of gross negligence, fraud, or willful misconduct. The client acknowledges outcomes depend on factors outside SAAH’s control, including market conditions and internal execution.

Warranties & Disclaimers

SAAH warrants services will be performed professionally and consistent with industry standards. No other warranties, express or implied, are provided, including merchantability or fitness for purpose. Specific financial outcomes are not guaranteed as results depend on client execution and market conditions. Third-party tools are provided 'as-is.' Client acknowledges active participation is required for success.

Resolving Disputes

Parties will first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, parties agree to mediation. If mediation fails, disputes will be settled by binding arbitration in Dallas County, Texas, under AAA rules. The arbitrator’s decision is final. Each party bears its own negotiation/mediation costs; arbitration costs are shared equally unless otherwise determined.

Right to Terminate

Either party may terminate with 30 days’ written notice. Immediate termination is allowed for material breach not cured within 7 days. If the client terminates early, payments made are non-refundable (except under the 30-day guarantee, if applicable). Work in progress may be delivered 'as-is.' SAAH may terminate for non-payment, lack of cooperation, or scope issues. Upon termination, confidentiality and intellectual property terms remain in effect, and outstanding balances become due.

Client Responsibilities

The client agrees to provide SAAH with reasonable cooperation, timely access to staff, facilities, records, and information necessary for the performance of services. Delays or failures by the client to provide such cooperation may extend project timelines and do not relieve the client of payment obligations.

Deliverables & Completion

Deliverables are deemed complete when SAAH provides the agreed-upon reports, workshops, toolkits, or other services as outlined in the Scope of Work or Proposal. Minor deviations that do not materially impact the usefulness of deliverables shall not constitute a breach of contract.

Employment & Labor Disclaimer

SAAH provides consulting and advisory services only and is not the employer, joint employer, or co-employer of the client’s employees, contractors, or representatives. The client retains sole responsibility for compliance with federal, state, and local labor and employment laws.

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including but not limited to natural disasters, pandemics, cyberattacks, widespread internet or utility outages, government actions, or labor disputes. Obligations are suspended during such events and will resume as soon as reasonably possible.

Non-Solicitation

During the term and for twelve (12) months after, the client agrees not to solicit, hire, or engage any employee or contractor of SAAH without written consent. Both parties agree that the damages resulting from such solicitation or hiring would be difficult to ascertain with precision. Therefore, the agreed liquidated damages of one year of the individual’s most recent annual compensation are acknowledged by both parties as a reasonable pre-estimate of loss and not a penalty.

Indemnification

The client agrees to indemnify, defend, and hold harmless SAAH, its employees, and contractors against claims, liabilities, or expenses arising from client-provided materials, use of deliverables, or actions of the client’s staff. This indemnification includes reasonable attorneys’ fees and third-party claims related to the client’s operations. SAAH agrees to indemnify the client only for damages arising from SAAH’s gross negligence or willful misconduct.

Insurance Requirements

The client shall maintain adequate insurance coverage for its business operations, employees, contractors, and facilities, including but not limited to general liability and workers’ compensation insurance, as required by law. SAAH shall not be held responsible for losses arising from the client’s failure to maintain such coverage.

Scope of Work Reference

The specific scope, deliverables, and timelines shall be detailed in a mutually agreed Scope of Work (“SOW”) or Proposal. Each SOW is incorporated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and any SOW, the terms of this Agreement shall control unless expressly stated otherwise in writing.

Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any arbitration or legal proceeding shall take place in Dallas County, Texas.

Attorney’s Fees

In the event of a dispute, the prevailing party shall be entitled to recover its reasonable attorney’s fees, arbitration fees, expert witness costs, and other costs of enforcement.

Assignment

Neither party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of merger, acquisition, or sale of substantially all assets, in which event this Agreement shall remain binding on successors.

Survival Clause

The following provisions shall survive termination or expiration of this Agreement: Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law & Venue, Attorney’s Fees, Dispute Resolution, and Non-Solicitation.

Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior oral or written agreements. It may only be amended in writing, signed by both parties.