Terms of Service

These Terms of Service ("Terms") govern your access to and use of the consulting services, website, and all associated materials provided by ONLYMOTO ("we," "us," or "our"). By engaging with our services, accessing our website, or entering into a consulting agreement, you ("Client," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you do not agree to these Terms, you may not use our services. We reserve the right to update or modify these Terms at any time. Continued use of our services after any modification constitutes your acceptance of the revised Terms. We will make reasonable efforts to notify clients of material changes.

These Terms constitute a legally binding agreement between you and ONLYMOTO. By requesting an engagement, submitting a project brief, or making a payment, you confirm that you have the legal authority to enter into this agreement on behalf of yourself or the entity you represent.

ONLYMOTO provides specialized business consulting services focused on motorcycle e-commerce operations. Our consulting modules include, but are not limited to:

• Moto E-Commerce Operations Consulting: advisory services covering catalog structure, product card logic, order processing flows, customer journey mapping, and foundational operational schema for online motorcycle retail.
• Marketplace Listing Strategy Consulting: advisory services covering the preparation, structuring, and optimization of product listings on third-party marketplaces including naming conventions, descriptions, category placement, item specifics, and visual content guidelines.
• Customer Service Process Consulting: advisory services covering the development of response frameworks, return and exchange protocols, order status communication, and post-purchase client communication sequences.
• Inventory and Product Data Consulting: advisory services covering SKU architecture, compatibility and fitment data structures, size charts, availability management, and seasonal catalog lifecycle planning.
• Digital Business Workflow Consulting: advisory services covering request intake systems, internal team coordination frameworks, supplier communication protocols, reporting structures, and task management systems for motorcycle businesses.

All services are delivered in the form of consulting outputs including written frameworks, structured documentation, process maps, data schemas, communication scripts, and strategic recommendations. ONLYMOTO does not implement, build, or directly operate any business systems on behalf of the Client. All deliverables are advisory in nature.

All consulting engagements begin with a formal scope definition phase. Prior to commencing any work, we will provide a written scope document outlining the specific deliverables, timeline, pricing, and terms applicable to your engagement. No work will commence until the scope document is confirmed by both parties.

The scope of each engagement is fixed. Any requests for additional deliverables, additional modules, or expanded work beyond the originally defined scope will require a separate agreement and may incur additional fees. We will notify you promptly if we determine that your request falls outside the agreed scope.

ONLYMOTO reserves the right to decline any engagement request at our sole discretion without obligation to provide a reason. We do not operate on a first-come, first-served basis and prioritize engagements based on fit, readiness, and resource availability.

The quality and accuracy of our consulting outputs depend significantly on the information and context you provide. You agree to:

• Provide accurate, complete, and timely information about your business, operations, platforms, and objectives as requested during the engagement process.
• Make designated personnel available for review sessions, briefings, and Q&A as outlined in the engagement scope.
• Review and respond to deliverables within the timeframes specified in your engagement agreement. Delays on your end may affect delivery timelines without constituting a breach on our part.
• Ensure that all information shared with ONLYMOTO does not violate any third-party rights, confidentiality agreements, or applicable laws.
• Be solely responsible for all business decisions made based on our consulting outputs. ONLYMOTO provides recommendations; implementation and operational decisions remain entirely with you.

Upon receipt of full payment for an engagement, ONLYMOTO grants the Client a non-exclusive, non-transferable license to use the specific consulting deliverables produced for that engagement for the Client's internal business purposes. This license does not include the right to sublicense, resell, redistribute, or share the deliverables with third parties outside of the Client's organization without our prior written consent.

ONLYMOTO retains ownership of all underlying methodologies, frameworks, templates, processes, tools, and intellectual property used or developed in the creation of consulting deliverables. The fact that these elements are incorporated into your deliverables does not transfer ownership of the underlying intellectual property to you.

You retain ownership of all proprietary data, business information, and materials you provide to us. We will not use your proprietary business information for any purpose other than delivering the agreed consulting services.

ONLYMOTO may reference the general nature of an engagement (industry, type of service) in its marketing materials unless the Client has specifically requested confidentiality. We will never disclose specific business details, financials, or proprietary strategies without your explicit written consent.

All consulting fees are specified in the engagement scope document. Fees are quoted and billed in United States Dollars (USD). Payment is due according to the schedule outlined in your specific engagement agreement, which typically includes a deposit prior to commencement and a final payment upon delivery.

We accept payment via the methods specified in your engagement invoice. All payments are non-refundable except as expressly stated in our Refund Policy or as required by applicable law. Failure to make payment on the agreed schedule may result in suspension of work or termination of the engagement.

If payment is not received within fourteen (14) days of the due date, ONLYMOTO reserves the right to suspend delivery of services and withhold deliverables until payment is received in full. Interest may accrue on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of an engagement. ONLYMOTO will not disclose your confidential business information to any third party without your prior written consent, except as required by law or legal process.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of ONLYMOTO; (b) was already known to ONLYMOTO prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by ONLYMOTO without use of your confidential information.

You agree not to disclose the specific methodologies, processes, or proprietary frameworks included in your consulting deliverables to any competitor of ONLYMOTO or to use them to develop competing consulting services.

ONLYMOTO provides consulting services in good faith based on the information available and industry best practices at the time of the engagement. However, we make no guarantees regarding specific business outcomes, revenue results, marketplace rankings, sales volumes, or operational improvements that may result from implementing our recommendations.

Business results depend on a multitude of factors outside our control, including but not limited to market conditions, platform algorithm changes, competition, your implementation quality, and broader economic factors. The recommendations we provide are based on our expertise and the information you provide, but we cannot guarantee their effectiveness in your specific circumstances.

To the maximum extent permitted by applicable law, ONLYMOTO's total liability for any claim arising from or related to our services shall not exceed the total fees paid by you for the specific engagement giving rise to the claim. In no event shall ONLYMOTO be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity.

Either party may terminate an engagement with written notice if the other party materially breaches these Terms and fails to cure such breach within fourteen (14) days of receiving written notice of the breach.

ONLYMOTO reserves the right to immediately terminate an engagement if you: (a) fail to make payment as required; (b) provide materially false or misleading information; (c) request services that violate applicable laws or third-party rights; or (d) engage in conduct that is abusive, threatening, or otherwise unacceptable.

Upon termination, you will be billed for all work completed up to the termination date on a pro-rated basis. Any deliverables completed prior to termination will be provided to you upon receipt of payment for the work performed. Deliverables not yet completed will not be delivered.

These Terms and any disputes arising from or related to our services shall be governed by the laws of the State of Kentucky, United States, without regard to its conflict of law provisions. Any legal action or proceeding shall be brought exclusively in the federal or state courts located in Kenton County, Kentucky.

Before initiating any legal action, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. If negotiation is unsuccessful, the parties agree to attempt mediation before resorting to litigation. The costs of mediation shall be split equally between the parties.

These Terms, together with the specific engagement scope document and any written amendments signed by both parties, constitute the entire agreement between you and ONLYMOTO with respect to the subject matter hereof. They supersede all prior negotiations, representations, warranties, and understandings. No modification to these Terms shall be binding unless made in writing and signed by authorized representatives of both parties.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision or our right to enforce it at a later time.

All notices, requests, demands, or other communications required or permitted under these Terms must be in writing and delivered to the contact information listed below. We will respond to all legitimate legal inquiries within a reasonable timeframe.