NxStep Exit & Value Program – a Division of Pinnacle Consulting & Media, LLC
Terms and Conditions of Business - Owner Program Participation and Performance
NxStep Exit & Value, a division of Pinnacle Consulting & Media, L.L.C. is hereafter referred to as the "program" and the client business or owner of any NxStep project, grant, or engagement is hereafter referred to as the "client".
The client agrees to the following:
1. The client is requesting a business exit and value engagement from the program for the purpose of education and planning only. The client understands the following:
a. The program has experience and expertise in historical financial analysis, pro forma financial development, economic normalization, tangible and intangible business valuation, general business management, performance assessment, business and market research, financing, business exit and transition planning, and site studies. All engagement work product or deliverable content are opinions based on this experience.
b. The program does not represent any ability to perform credentialed real estate appraisal or fixed asset-equipment appraisals, and no such real estate or equipment appraisal is included in any program deliverable. Such values will be provided by the client or using established business book or net-book values.
c. The project’s base cost is $2,995 per client engagement. Clients residing in program partner geographies will receive a 50% ongoing discount in engagement services for business exit and value planning projects. Additional grants or special offers may be available but are not guaranteed to any party and should be expected to be limited and rare. Clients are financial responsible to pay for any remaining program costs after all discounts, grants or other special offer values are applied to the project's base cost, in full to the program prior to the start of the project.
d. Additional costs outside of the scope of a standard program exit and value project are not included in the project and will be estimated by the program and approved by the client prior to incurring any such costs through one or more separate add-on engagement agreements. Unless requested by the client, no such additional costs are anticipated in a standard program deliverable.
e. The client may cancel an engagement or project within five days from transmittal of such enrollment request to the program if a grant or special offer is no longer available. After five days, projects may not be canceled for any reason by the client.
2. The purpose and intended use of this engagement is for owner education and planning only to be supplemented by additional owner, advisor or professional program review, recommendations, amendments and ongoing updates. Any other use fully voids all provided work, analysis, opinions of value, estimates, recommendations, examples, narratives, visuals or other content developed and provided.
3. The scope of agreed-to work for a program exit and value project includes the following deliverables:
Financial analysis of historical and/or current values of premarital assets for either party to the proposed mediation or litigation action, such that they may be reasonably developed from existing resources, concluding in a provided written report and opinion of value of such assets at fair market value unless otherwise directed by the client or client’s representatives.
All analysis is limited to summary records, reports and data, and narratives that are provided to the program by the client or client’s representatives.
This engagement does not include detailed or transactional forensic accounting, or statutory or regulatory compliance assessment. The engagement does not include any credentialed real estate appraisal or fixed asset appraisals. If such appraisals are required, they must be performed by a qualified third-party professional and provided to the program for use at the client's cost.
All client and or third-party values or data provided to the program is considered to be true and correct, and may be used in analysis, normalized, and/or presented as appropriate in the program’s reporting.
The resulting financial analysis and report, and any opinion of value provided of marital assets will be based upon the information and data provided by the client or the client’s representatives, and existing available third-party resources that are public and accessible, or are subscription products currently in the inventory of available program resources, selected for exploration or use as determined by the program.
Any work, analysis, opinions of value, estimates, recommendations, examples, narratives, visuals or other content developed and provided by the program will be provided without bias to any party as an objective third-party professional. It is understood that work, analysis, opinions of value, estimates, recommendations, examples, narratives, visuals or other content developed and provided to the client will be used only for educational and planning purposes, and will not be used for any dispute, transaction, litigation, tax dispute or reporting, regulatory dispute or reporting, or any other use other than those described in the purpose.
4. For this engagement, and in consideration of existing scheduled program work, this engagement is expected to require a minimum of 60 days after receiving physical or electronic copies of all of the initial relevant data and information available, and any follow-on data or information along with any advising, third-party, client or client representative narratives concerning such data and information, sufficient to complete the analysis and prepare a report of findings. However, if the data is incomplete or contains a reasonable number of irregularities that require further investigation with the client or client’s representatives, an additional period of time to conclude such work may be required. The time devoted to the development of the deliverables required for this engagement will be balanced with other existing scheduled program work or engagements that this client is not a party to. As such, no exact time-frame or date of completion is provided or guaranteed, other than on an as-soon-as-possible basis.
5. Requested data and records will be copied and delivered to the program in one package, at one time, using delivery services that require a signature as proof of receipt, (UPS or FedEx would be an example). If some data is to be provided electronically, the program is not responsible for any data breech that may occur while such data is in transit from the client to the program; in this instance, a secure file delivery service is recommended over email attachments. Separate phone or voice notification from the client or client’s representatives to the program is required to announce that the transmission of the documents or data has begun or occurred. No original documents are to be provided, only working copies.
6. The completed draft or final copy of the project report shall be provided to the client as follows below:
a. an electronic PDF via email or from a download site provided by the program
b. a printed, bound copy is available for an additional cost of $500.00 per copy
6. It is understood by the client, that no forensic transactional or in-depth accounting investigation is included in this engagement or provided by the program, and that some additional third-party costs on the part of the client may be required to produce the documents or data the program requests. The client is fully responsible for these costs, and the program will not request more information or data than is believed to be reasonably required to complete the engagement. Failure to provide requested data may affect the reliability of the engagement analysis, opinions, narratives, results, values, or report conclusions.
7. No specific engagement outcome or result is warranted or guaranteed by the program to the client, to the client’s representatives, or to any party. Under no circumstances is the client or the program personally or through any person, or any entity or organization to which either is a party to or represents, liable to the other for any amount in excess of the base value of this agreement for services less any applied discounts, grants or other offers, for any real or perceived damages, failure of performance, or for any outcome or result that includes, but is not limited to, operational, financial, economic, market, sale, legal, negotiated, transition, tax, regulatory, emotional, or physical, or any other outcome or result not named here.
The client acknowledges that each engagement report or deliverable will include separate and additional conditions of use disclaimers, assumptions and limiting conditions, and responsibility statements, suitable to that deliverable, and the client agrees to abide by all such disclaimers and statements or immediately discontinue the use of the provided deliverable.
It is the client’s responsibility to thoroughly read and understand the information presented in any report or deliverable, and to separately engage in or develop any additional due diligence that may be necessary through other qualified third-party or professional source separate from the program, before taking any action or making any decision based on or in part, any analysis, opinions, narratives, results, values, or reported conclusions provided by the program, and as such, the client accepts full and sole responsibility for any results or outcomes that may arise from the use of the program’s analysis, opinions, narratives, results, values, or reported conclusions, and agrees to hold the program harmless in all instances
8. This program uses and models information, data, examples, methodologies, approaches, narratives, forecasts, estimates and or opinions within the curriculum that are intended to demonstrate and education only. While the program strives to provide a high-quality curriculum of deliverables to any client or enrolled business-owner, NO RESULT OF ANY KIND IS EVER GUARANTEED OR WARRENTED TO ANY PARTY. BUSINESS PERFORMANCE, MARKETS, MARKET SHARE, VALUE, DESIRABILITY, PRICE, SUPPLY, DEMAND, PROFITS AND OR LOSSES, INTANGIBLE AND TANGIBLE ASSETS ARE DYNAMIC AND AFFECTED IN AN ONGOING MANNER IN ANY COMBINATION BY THE ECONOMY, COMPETITORS, INDUSTRY, GOVERNMENT, REGULATIONS, CONSUMERS OR CLIENT WANTS OR NEEDS, OWNER OR MAANAGEMENT DECISIONS, ACTIONS OR INACTIONS, TRANSPORTATION, AVAILABILITY, RELIABILITY, MICRO AND OR MACRO INFLUENCES, GEOGRAPHICAL, SOCIAL AND OR POLITICAL FACTORS, MOTHER NATURE OR OTHER UN-NAMED INFLUENCES. NO GUARANTEE OR WARRANT OF ANY RESULT OF ANY KIND WHAT SO EVER IS PROVIDED TO ANY PARTY REGARDING ANY PERFORMANCE, VALUE, ECONOMIC, MARKET, TAX, OR ANY OTHER FINANCIAL, BUSINESS, MARKET OR PERSONAL BENEFIT, ESTIMATE, FORECAST OR OUTCOME BY THE PROGRAM NOR ANY OWNER OR ANY PARTY TO THE PROGRAM. NO GUARANTEE OR WARRANT OF ANY SALE OR TRANSITION OF ANY BUSINESS, AT ANY VALUE, AT ANY TIME BY AND OR TO ANY PARTY IS PROVIDED BY THE PROGRAM NOR ANY OWNER OR ANY PARTY TO THE PROGRAM.
Planning for or creating and appropriately preparing for the consequences, results or outcomes of a sale of any business or associated tangible or intangible asset, intended or not, is the sole responsibility of the owner or owners, the seller or sellers, the buyer or buyers, and or the successor or successors of such business or business assets. The program strongly advises all parties to such a proposed or actual transaction to undertake any and all due diligence required to negotiate and complete such a sale or transition, understand all aspects and results of such a sale, and to mitigate any possible or unacceptable risk before undertaking such a transaction. Such due diligence includes but is not limited to the use of an experienced third-party attorney, accountant, tax professional, insurance professional, financial planner, lender, business broker, realtor, real estate appraiser, equipment appraiser and or a credentialed valuation program separate from any program professional.
The client and or any person with access to the program or program materials including but not limited to any enrolled business owner, partner, family, successor, employee, advisor, buyer or other third-party in any manner associated with the client or the enrolled business agrees to hold the program and all owners and all investors, and all associated or employed parties and any and all affiliated persons or business entities of the program fully harmless in all circumstances including but not limited to any and all program deliverable, content and execution the of the program, methods, versions or modes of delivery, recommendations, data, estimates, calculations, narrative, commentary and or opinion presented or accessible in any verbal, written, audio and or video presentation, or any form of content or deliverable within any partner program or any business-owner engagement and or globally throughout the entirety of the program.
The information, data, examples, methodology, approaches, narratives, forecasts, estimates and or opinions contained within the curriculum of the program may and more likely than not will disagree with or vary from other third-party information, data, examples, methodology, approaches, narratives, forecasts, estimates and or opinions that may be available through other providers, and such variance between professionals or curriculum should be expected by all parties. If a correction or adjustment is required to data or any reported result or example, the client shall report such a requested correction or adjustment within 15 days of project delivery. If a correction or adjustment to any content is deemed necessary and substantial by the program, the program will make an appropriate correction or adjustment and a replacement project report or deliverable will be provided to the client causing all former reports or deliverables to be void.
A current or date appropriate fair market business valuation and or fair market real estate appraisal or equipment or other tangible asset appraisal is required before any transfer or transaction of any tangible and or intangible assets or business interests between any parties, prepared by a qualified third-party professional separate from any deliverable or content provided in this engagement or project by the program. Such third-party engagement should be appropriate to the specific purpose and use of the proposed deliverable.
9. Either the client or the program may cancel their engagement or project relationship with the other party at any time following the completion and delivery of the project deliverable for any reason with no expectation of any further service, debt, claim and or obligation by any party.
10. There is no monetary value to any provided program grant, discount or other award that may be redeemed for cash or any purpose outside of its intended use within the program.
11. Additional services or affiliated entity firm products or services may be available in addition to the services or benefits available through the program and if provided or offered, are understood by all parties to be at an additional cost and not included in or part of the program.
12. No business or owner data will be used inappropriately or provided or sold to any third-party ever, other than noted in this section below regarding minimal client notification. All enrolled owner-business payment data will be destroyed upon completion and acceptance of the provided deliverable other than basic reporting information required for regulatory or tax purposes. A copy of the program deliverable and development materials will be retained in a separate business-owner file for future use or reference. Program partners will receive a limited report of which businesses or owners enrolled in the program and any grant, discount or other award they may have received for informational purposes only. No other information regarding the content of the deliverable will be provided and the client understands and agrees that the name of any business and or owner enrolled in the program is confidential and not to be disclosed to any other party, and is provided for partner participation and evaluation only.
13. These terms and conditions of program participation and delivery may be updated by the program at any time. If updated, each client will be notified and provided with a copy of the updated terms for review and acceptance to continue in the partnership.
14. Data or deliverable information for the client or the enrolled business-owner is kept physically at NxStep offices or in third-party technical service provider servers. Reasonable steps are taken to ensure such data is secured and not accessible by any unauthorized persons, however in this age, total data security cannot be guaranteed. The program, any owner, any other associated party or entity is NOT responsible and will be held harmless in all instances for any breech of data regardless of location and or any result or damage associated with any unauthorized use or breech of program data.
15. All data, information, examples, presentations, marketing or promotional information, topic papers, narratives, videos, audio recording, streaming media, website content used or accessed by any client and or community or county partner of the program is wholly owned only by the program and or its creator and or Pinnacle Consulting & Media, LLC, © 2010 through 2019, and may not be shared or distributed to any other party for any other use other than the promotion of the program within the scope of the client program geography and only as intended by the program and only during the effective term of the partnership. Should the client or the program discontinue or otherwise cancel the partnership between the client and the program, the client and all owners, staff, employees, elected officials and or all other associated parties shall immediately discontinue use of program materials and content and return or destroy all copies of program materials and content. The program, creator and or Pinnacle Consulting & Media, L.L.C. reserve all rights and remedies for such violations or unauthorized used of program materials and content.
Effective Date - 07/14/2019
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Credentialing organizations award credentials to the advisor alone and not to any organization or firm that may employ the advisor.
NxStep Advisors are credentialed as:
Certified Valuation Analyst (CVA)
Certified Exit Planning Advisor (CEPA)
Finance Professional (EDFP)
Certified or Master Business Planning Advisor (CBPA or MBPA)