The three clauses people miss
1. Payments are non-refundable. See the refund policy.
2. I own the systems I build. You own your brand, content, audience, and customers. You hold a licence to the systems while the engagement runs.
3. No revenue result is guaranteed. Testimonials and figures are examples, not projections.
1Who these terms are between
These terms are between Lukas Kalvaitis, operating as Grow With Lukas, established in the Republic of Lithuania (the “Operator”, “I”, “me”) and the creator, coach, educator, or company engaging those services (the “Client”, “you”).
Services are provided business to business. Nothing here creates a partnership in the legal sense, a joint legal entity, an employment relationship, or an agency beyond what is written in the engagement documents.
2What I provide
The Operator builds and runs the back end of an online coaching or education business, referred to throughout as the Engine. Depending on scope, that includes:
- Offer design, pricing structure, and positioning.
- Funnels, landing pages, opt-in pages, checkout pages, and websites.
- Email systems, sequences, broadcasts, and list infrastructure.
- CRM, pipelines, automation, integrations, and tracking.
- Sales infrastructure: scripts, pipelines, hiring, onboarding, and management of setters and closers.
- Reporting, performance tracking, and ongoing optimisation.
The exact scope of any engagement is set out in the signed agreement or written proposal. The Operator retains discretion over strategy, tooling, and implementation within that scope.
3What you provide
- Content creation and publishing, and delivery of the coaching or programme itself.
- Assets, brand materials, and platform access needed to build and run the Engine.
- Funding for programme expenses: ads, software, tools, and contractors.
- Responses to operational requests within a reasonable time, normally 48 hours.
- Accurate revenue reporting and access to the payment processor data the revenue share is calculated from.
- Compliance with the rules of every platform, network, and processor used in the programme.
Delays caused by missing content, access, approvals, or budget do not extend the term, reduce fees, or create any right to a refund.
4Fees
There are two kinds of engagement and they are priced differently. Which one applies is whichever is set out in the agreement the Client signed.
- Creator partnerships. An upfront build fee plus a share of revenue, as set out in clause 4.1.
- Local business engagements. A build fee plus a recurring monthly fee, with no revenue share of any kind, as set out in clause 4.2.
4.1Creator partnerships: build fee and revenue share
Creator partnerships are priced as an upfront build fee plus a share of revenue. The build fee is agreed on the discovery call, recorded in the signed agreement, and payable on signature before work begins. It is non-refundable, and the revenue share applies in addition to it rather than instead of it.
Unless the signed agreement says otherwise, revenue collected is then distributed in this order:
- Step 1. Operator share, paid first, calculated on gross revenue collected.
- Step 2. Sales commissions from the remaining balance, where setters or closers are engaged on the Programme, at the rate agreed in the signed agreement.
- Step 3. The remaining balance is paid to the Client.
Payments run twice monthly, on the 5th and the 20th, in US Dollars unless agreed otherwise, and are based solely on revenue actually collected. They are not contingent on satisfaction, opinion, or perceived performance. Overdue balances carry interest at 20% per year, accruing monthly, and access to the Engine may be suspended while a balance is outstanding.
4.2Local business engagements: build fee and monthly fee
Where the Client is a local business, the engagement is priced as a one-off build fee plus a recurring monthly fee for the plan selected. There is no revenue share: the payment waterfall in clause 4.1, the twice-monthly distribution schedule, and the buyout in clause 10 do not apply, and Grow With Lukastakes no percentage of the Client's takings at any point.
The figures are the ones shown on the agreement page at the moment the Client signed it, which records the build fee, the plan, the monthly fee, and how the build fee is to be paid. That signed record, a copy of which is emailed to both parties, governs the amounts.
- The build feeis payable either in full on signature, or, where the signed record says so, in two instalments: the first on signature and the balance on the day the Client's site goes live. Work begins once the first payment is received. Both instalments are non-refundable as paid.
- The monthly fee begins 30 days after signature and recurs monthly thereafter. It covers the plan described on the agreement page. It is not a payment for results and is not contingent on them.
- Cancelling the monthly. The Client may cancel the monthly plan by written notice before it begins, and then pays only the build fee. Once it has begun, the Client may cancel it at any time by written notice, and it ends at the end of the month already paid for. Clause 9 does not apply to a local business engagement.
- If the monthly ends,the website remains the Client's and stays on their own domain. The parts of the service that are ongoing work or a hosted service stop: hosting, edits, follow-up, the review engine, the referral programme and reporting.
Overdue amounts carry interest at 20% per year, accruing monthly, and ongoing services may be suspended while a balance is outstanding.
4.3Tax
All fees are exclusive of VAT and any other applicable tax, which is added where required. Each party is responsible for its own taxes, social contributions, and reporting in its own country. Where the Client is a business registered for VAT in another country, the Client is responsible for accounting for VAT under the reverse charge where that applies, and must give a valid VAT number for the invoice to be issued correctly.
5Ownership
Yours. You keep ownership of your brand, your content, your audience, your customer list, and your customer relationships. Nothing in these terms transfers any of it.
Mine. The Operator owns the Engine: funnels, automations, CRM builds, sales infrastructure, SOPs, workflows, integrations, AI systems, prompts, templates, and any infrastructure built on third-party platforms. This ownership survives termination.
Your licence. While the engagement is live and you are in good standing, you hold a limited, revocable, non-transferable licence to use the Engine for your own programme. That licence ends on termination, and the Operator may then disable, remove, or retain the systems.
For 12 months after termination you may not copy, rebuild, reverse engineer, or have a third party replicate the Engine. You may of course continue to run your own business by any other means.
6Access and security
The Operator may hold operational access to the systems, accounts, and tools that make up the Engine for the duration of the engagement. Removing that access without agreement is a material breach. Each party keeps its own credentials secure and uses reasonable measures to protect the other party's data.
7Confidentiality
Each party keeps the other's non-public information confidential during the engagement and after it ends. That covers revenue figures, customer data, funnels, scripts, pricing, systems, and anything else not already public. It does not cover information that becomes public without a breach, was already known, or must be disclosed by law.
8Data protection
Where the Operator handles personal data belonging to your customers or subscribers, the Operator acts as a processor on your instructions and you remain the controller. Both parties comply with the GDPR and Lithuanian data protection law. How this website and my own systems handle personal data is set out in the privacy policy.
9Term and termination
- Minimum term. None.
- Ending the engagement. Either party may end the engagement at any time by written notice by email or WhatsApp. It ends at the end of the week in which the notice is received: work in progress that week is completed and paid, and the revenue share on sales made before the end remains payable.
- For cause. Either party may terminate immediately if the other materially breaches and fails to cure within 15 days of written notice.
- Material breach includes non-payment, chargebacks, failure to perform core responsibilities, misuse or replication of the Engine, breach of confidentiality, attempting to bypass the revenue systems, and engaging another operator to replace the Operator during the term.
On termination, access to the Engine is revoked, the licence ends, and all outstanding amounts remain due. A transition period of up to 14 days may be offered where the Client is in good standing. Nothing paid is refunded.
10Buyout
This clause applies to creator partnerships only. It has no application to a local business engagement, which carries no revenue share and so has nothing to buy out.
The Client may buy the Engine outright. The price is the higher of six times the average monthly Operator payout over the previous three months, or $25,000. On completion, ownership transfers, the revenue share ends, and the systems continue under the Client's ownership.
11Non-solicitation
During the engagement and for 12 months after it ends, neither party will directly engage, hire, or contract the other party's setters, closers, contractors, or team members introduced through the engagement, without written consent.
12No guarantee of results
Revenue figures, case studies, screenshots, and testimonials shown on this website or in any material are examples of what particular clients achieved. They are not typical, not promised, and not a projection of what you will earn. Results depend on your audience, offer, delivery, ad spend, market conditions, and effort. Nothing here is financial, legal, tax, or investment advice.
13Liability
Each party is responsible for its own acts and omissions. To the maximum extent permitted by law, neither party is liable for indirect, incidental, or consequential loss, including lost profit, lost revenue, lost data, or loss of goodwill.
Total aggregate liability under an engagement is limited to the greater of the amounts actually paid between the parties in the six months before the claim, or $25,000. This limit does not apply to fraud, wilful misconduct, breach of confidentiality, or any liability that cannot be limited by law.
14Website use
The content of this website is provided for information. It may be updated or removed at any time. You may not scrape, copy, republish, or resell it. Booking a call creates no obligation on either side until an agreement is signed.
15Good faith
Both parties agree to act in good faith and to support the success of the programme. Neither party will intentionally disrupt live revenue-generating systems while the other is in good standing.
16Governing law
These terms are governed by the law of the Republic of Lithuania. The parties will attempt to resolve any dispute in good faith for 30 days. Failing that, the competent courts of Vilnius, Republic of Lithuania have exclusive jurisdiction.
17Changes
These terms may be updated. The version in force when you signed or paid is the version that applies to that engagement. Continued use of this website after an update means you accept the current version.
Contact
Questions about this document go to lukas@growwithlukas.com. Written notice under any of these documents may be given by email to that address.
Lukas Kalvaitis, trading as Grow With Lukas, Republic of Lithuania.