Terms & Conditions

Effective Date: March 15, 2025

1. Agreement to Terms
By accessing and using this website, you agree to comply with and be bound by the following Terms and Conditions, which govern the relationship between you (the “Client”) and Roger M. Fractional CMO ("we," "us," or "our") as the provider of executive marketing, revenue leadership, and revenue operations services. If you do not agree with any part of these Terms, you must not use this website or engage our services.

2. Services Provided & Scope

We offer C-suite revenue leadership, growth operations, and executive advisory services, including:

Fractional CMO / CRO: Embedded executive revenue leadership unifying Marketing, Sales, Customer Success, and Finance.
Interim CMO: Immediate C-suite leadership and operational stability during organizational transitions, leadership gaps, or business turnarounds.
RevOps Quantum: AI-native revenue architecture, CRM systems engineering, data warehousing, and automated GTM workflow builds.
Board Advisory & Non-Executive Director (NED) Appointments: Strategic board guidance, governance support, GTM oversight, investor-readiness counseling, and non-executive leadership.

Specific scope, deliverables, technical stacks, and retainer commitments will be outlined in a separate Statement of Work (SOW) or master agreement for each client engagement.

Scope Extensions: Any work, custom builds, or deliverables requested outside the defined scope of an active SOW will be evaluated separately and billed at our standard hourly rate, subject to prior written approval from both parties.

3. Payment Terms
Clients are required to pay for services according to the rates and billing cycles agreed upon in the SOW. Payments are structured on a weekly, monthly, or project basis. All invoices are due within 2 days of receipt unless explicitly stated otherwise in the SOW. Failure to make timely payments may result in the immediate suspension or termination of services.

4. Late Payments
In the event an invoice remains unpaid after the due date, we reserve the right to charge a late fee of 5% of the outstanding balance, compounded monthly for each month the payment remains overdue. Services and active system deployments may be paused until all outstanding balances and late fees are settled in full.

5. Client Responsibilities
To ensure the successful delivery of services, the Client agrees to:

Provide timely access to necessary data, marketing platforms, CRMs, data warehouses, and third-party systems required for execution.
Ensure all account access, API keys, and credentials provided to us are authorized and comply with the terms of service of the respective third-party platforms.
Provide necessary feedback, approvals, and strategic decisions in a timely manner.
Designate a primary point of contact to facilitate regular executive communication.

6. Intellectual Property
All content, marketing strategies, analytics dashboards, predictive pipeline models, code/automation workflows, and materials developed during the engagement remain the intellectual property of Roger M. Fractional CMO unless otherwise agreed upon in writing. Upon full payment of all fees due, the Client is granted a non-exclusive, royalty-free, perpetual license to use such materials and workflows for internal business purposes.

7. Confidentiality
Both parties agree to maintain the strict confidentiality of all proprietary, trade secret, financial, or sensitive business information shared during the course of the engagement. Neither party shall disclose any confidential information to third parties without prior written consent, except as required by law or legal process.

8. Termination

8.1 Termination by Client: The Client may terminate the engagement by providing 7 days written notice, subject to any minimum commitment period (e.g., 6-month or 12-month retainer terms) specified in the active Statement of Work (SOW). Any work completed, logged hours, setup fees, or retainer balances due through the end of the contracted term will be invoiced and due immediately.
8.2 Termination by Us: We reserve the right to suspend or terminate services immediately if the Client fails to meet payment obligations, breaches third-party platform terms, engages in unlawful or unethical business practices, or breaches any term of this agreement. Written notice will be provided, and any unpaid balances will remain fully due and collectible.

9. Limitation of Liability
To the maximum extent permitted by applicable law, Roger M. Fractional CMO will not be liable for any indirect, incidental, special, or consequential damages resulting from the use of our services, including but not limited to loss of revenue, profits, business opportunities, or data. Our total aggregate liability under this agreement is strictly limited to the total amount paid by the Client to us for the specific services giving rise to the claim.

10. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, severe outages of national telecommunications or cloud infrastructure, and governmental actions.

11. Governing Law & Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any legal action or dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of the Republic of the Philippines.

12. Changes to Terms
We reserve the right to modify these Terms and Conditions at any time. Any changes will be effective immediately upon posting to this website. Your continued use of our website or services after changes are posted constitutes acceptance of the revised Terms.

13. Contact Information
For any questions or concerns regarding these Terms and Conditions, please contact us at:

Roger M. Fractional CMO
Email: hi@rogermabag.com
Phone: +63 917 762 8222