1. Purpose
These Professional Services Terms & Conditions ("Terms") govern consulting, advisory, assessment, facilitation, implementation support, business improvement, technology enablement, workforce development, artificial intelligence advisory, and related professional services provided by Business Logix LLC ("Business Logix," "we," "our," or "us").
These Terms establish general conditions for professional services. By signing a proposal, statement of work, services agreement, or other document that incorporates these Terms, the client agrees to be bound by them.
2. Scope of Services
These Terms may apply to:
- Business and operational assessments
- Strategic and business planning
- Process improvement and documentation
- Workforce development and change-adoption support
- AI readiness, adoption, governance, and implementation support
- Technology, automation, reporting, and dashboard advisory services
- Working sessions and facilitation
- Executive and management advisory services
- Website, digital experience, and workflow-planning services
- Implementation support and business-transformation initiatives
- Other consulting or professional services identified in an applicable agreement
The specific scope, deliverables, assumptions, responsibilities, schedule, and fees for an engagement will be stated in the applicable proposal, statement of work, order, or services agreement.
3. Agreement Documents and Order of Precedence
An engagement may include one or more of the following:
- A signed Statement of Work or project-specific order
- A Master Services Agreement
- A signed consulting, services, or project agreement
- An approved proposal that expressly incorporates these Terms
- These Professional Services Terms & Conditions
If applicable documents conflict, the project-specific Statement of Work or signed project document controls the project-specific issue; the Master Services Agreement or signed services agreement controls general relationship terms; and these Terms apply to matters not otherwise addressed. A document may expressly state a different order of precedence.
4. Independent Contractor Relationship
Business Logix is an independent contractor. Nothing in an engagement creates an employment, partnership, joint-venture, agency, fiduciary, franchise, or similar relationship. Neither party may bind the other except as expressly authorized in writing.
5. Client Responsibilities
The client remains responsible for:
- Business, financial, workforce, technology, procurement, security, compliance, regulatory, strategic, operational, and implementation decisions
- Providing accurate, complete, and timely information
- Identifying information that is confidential, restricted, regulated, licensed, or subject to third-party obligations
- Obtaining internal approvals and third-party permissions required for the engagement
- Maintaining appropriate backups, security controls, licenses, and system access
- Reviewing and approving deliverables, recommendations, configurations, and decisions
- Determining whether and how recommendations will be implemented
Business Logix may rely on information and approvals provided by the client unless the applicable agreement requires independent verification.
6. Recommendations Are Not Directives
Business Logix provides observations, assessments, analyses, education, recommendations, and professional opinions based on available information, stated assumptions, and the agreed scope. The client is responsible for deciding whether, when, and how to implement a recommendation.
Unless expressly stated in a signed agreement, Business Logix does not exercise management authority over the client’s employees, operations, finances, security, legal affairs, or regulated activities.
7. Client Cooperation, Access, and Delays
The client will provide reasonable access to relevant personnel, systems, information, documentation, facilities, and decision-makers, subject to agreed security and confidentiality controls. The client will provide timely reviews, feedback, decisions, and approvals.
Business Logix is not responsible for delays, rework, or added cost caused by missing or inaccurate information, unavailable personnel, delayed approvals, restricted access, changing requirements, client resource limitations, or third-party dependencies. The parties may adjust schedule, scope, or fees through an agreed change process.
8. Changes to Scope
Work outside the agreed scope requires written approval through a revised Statement of Work, change order, approved proposal, or other written authorization. A change may affect fees, schedule, deliverables, assumptions, staffing, or dependencies. Business Logix is not required to begin out-of-scope work before the change is approved.
9. Confidentiality and Privacy
Each party will protect the other party’s non-public confidential information using reasonable care and at least the level of care it uses for its own similar information. Confidential information may include strategy, financial information, customer and workforce information, operations, systems, technology, security information, trade secrets, pricing, and proprietary materials.
Confidentiality obligations may also be governed by a nondisclosure agreement, Master Services Agreement, privacy terms, or project-specific provisions. Business Logix will use client information only for authorized purposes and may disclose it to personnel or approved service providers who need it to perform the services and are subject to appropriate obligations.
Information is not confidential to the extent it is lawfully public, already known without restriction, independently developed without use of the confidential information, lawfully obtained from another source, or required to be disclosed by law. Where legally permitted, the receiving party will provide reasonable notice before a compelled disclosure.
10. Artificial Intelligence and Data Handling
Business Logix may use artificial intelligence, automation, analytics, and related tools when appropriate for the engagement and consistent with applicable agreements, the Business Logix Privacy Policy, and the Responsible AI & Data Handling Policy.
When a client identifies information as sensitive, Business Logix will evaluate the processing approach with the client. Depending on the engagement, the approach may include:
- Local AI models
- Self-hosted or private environments
- Enterprise AI services
- Restricted-access workflows
- Redaction, de-identification, synthetic data, or data minimization
- A decision not to use AI
Business Logix does not intentionally use confidential client information or personal data to train publicly available AI models unless expressly authorized and lawful. Local processing can reduce external disclosure but does not eliminate all privacy or security risks.
11. Deliverables, Review, and Acceptance
Deliverables may include reports, assessments, roadmaps, recommendations, process maps, dashboards, presentations, documentation, plans, configurations, analyses, training materials, prototypes, or other work products identified in the applicable agreement.
The client will review deliverables within the review period stated in the applicable agreement, or within a reasonable period if none is stated, and will provide specific written notice of any material nonconformity with the agreed requirements. Business Logix will use reasonable efforts to correct verified material nonconformities within scope. Minor items that do not materially affect intended use do not prevent acceptance.
12. Intellectual Property
Business Logix Materials
Business Logix retains ownership of its pre-existing and independently developed frameworks, methodologies, templates, training materials, assessment methods, software components, tools, models, processes, know-how, reusable components, and general improvements ("Business Logix Materials").
Client Materials
The client retains ownership of information, data, content, trademarks, systems, and other materials supplied by or on behalf of the client ("Client Materials"). The client grants Business Logix a limited right to use Client Materials as necessary to provide the services.
Client-Specific Deliverables
Ownership or licensing of client-specific deliverables will be stated in the applicable agreement. Unless otherwise stated, after payment of all applicable fees, the client receives a non-exclusive, perpetual license to use the final deliverables internally for its business purposes. Business Logix Materials embedded in a deliverable remain owned by Business Logix and are licensed only as needed to use that deliverable.
Third-Party Materials
Third-party software, data, content, platforms, and materials remain subject to their owners’ licenses and terms. The client is responsible for fees and compliance associated with third-party products unless the applicable agreement states otherwise.
13. Fees, Expenses, Taxes, and Payment
Fees, deposits, milestones, expenses, payment schedules, and invoice terms are stated in the applicable agreement. Unless stated otherwise, approved out-of-pocket expenses and applicable taxes are additional. The client is responsible for taxes arising from the services other than taxes imposed on Business Logix net income.
Past-due amounts may result in suspension of services, delayed deliverables, collection activity, interest, or other remedies permitted by the applicable agreement and law. A good-faith invoice dispute must be raised promptly with reasonable detail, and undisputed amounts remain due.
14. Third-Party Products and Services
An engagement may involve software, cloud services, data providers, hosting, payment processors, AI services, or other third parties. Business Logix does not control independent third-party products, availability, security, pricing, support, changes, or terms.
Recommendations concerning a third-party product are based on information available at the time. The client is responsible for reviewing and accepting third-party agreements, licensing, privacy, security, and ongoing costs unless the applicable agreement assigns a specific responsibility to Business Logix.
15. No Guarantee of Outcomes
Business Logix does not guarantee that services, recommendations, assessments, implementation support, technology, automation, AI, training, or deliverables will produce:
- Business growth, increased revenue, profitability, or cost savings
- Loan, financing, investment, or grant approval
- Regulatory compliance or government approval
- Workforce, operational, customer, or process improvements
- AI adoption or technology implementation success
- Market success, competitive advantage, or a particular business objective
Outcomes depend on client decisions, implementation, resources, employee participation, data quality, systems, vendors, market conditions, legal and regulatory requirements, and other factors outside Business Logix control.
16. Professional-Advice Boundaries
Unless expressly agreed in writing and delivered by an appropriately qualified professional, Business Logix does not provide legal advice or representation, tax advice, audit or attestation services, investment or securities advice, insurance advice, medical advice, lending decisions, or formal regulatory opinions.
Business Logix may discuss business, financial, operational, technology, risk, or compliance considerations, but the client must obtain specialized advice from qualified professionals before making decisions requiring licensed or regulated expertise.
17. Technology and AI Limitations
Technology and AI systems may change, become unavailable, produce inaccurate or incomplete outputs, contain bias, create unexpected results, or be affected by third-party changes. Recommendations are based on information and technology available during the engagement.
The client remains responsible for final validation, production deployment, monitoring, cybersecurity, access management, backup, business continuity, legal compliance, and ongoing operation unless a signed agreement expressly assigns a responsibility to Business Logix.
18. Warranties and Disclaimer
Business Logix will perform services in a professional and workmanlike manner consistent with generally accepted practices for similar services. If the client provides timely notice of a material failure to meet this standard, Business Logix will use reasonable efforts to reperform the affected services as the client’s primary remedy, subject to the applicable agreement.
Except for express warranties stated in a signed agreement, services and deliverables are provided "as is." To the maximum extent permitted by law, Business Logix disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing or usage of trade.
19. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, opportunities, goodwill, anticipated savings, or business interruption arising from an engagement.
Unless a signed agreement states a different limit, Business Logix aggregate liability arising from an engagement will not exceed the fees paid or payable to Business Logix under the applicable Statement of Work during the six months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot legally be limited.
20. Indemnification
To the extent permitted by law, the client will defend, indemnify, and hold harmless Business Logix and its owners, employees, contractors, and representatives from third-party claims arising from:
- Client Materials or instructions that infringe rights or violate law
- Client misuse or unauthorized modification of deliverables
- Client implementation decisions or use outside the agreed scope
- The client’s violation of law, contract, privacy, security, or third-party rights
This obligation does not apply to the extent a claim is caused by Business Logix gross negligence, willful misconduct, or an indemnity obligation expressly assumed by Business Logix in a signed agreement. The indemnified party must provide reasonable notice and cooperation, and the indemnifying party may control the defense subject to reasonable protections.
21. Term, Suspension, and Termination
The term and termination rights for an engagement are stated in the applicable agreement. Business Logix may suspend services for material nonpayment, security risk, unlawful instructions, unsafe conditions, lack of required cooperation, or material breach after reasonable notice when practicable.
Upon termination, the client will pay for services performed, approved commitments, non-cancelable expenses, and other accrued amounts through the effective termination date. Each party will return or dispose of confidential information as required by applicable agreements and law. Provisions intended by their nature to survive will continue, including payment, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute provisions.
22. Force Majeure
Neither party is responsible for delay or failure caused by circumstances beyond reasonable control, including natural disasters, severe weather, public emergencies, war, terrorism, civil unrest, government action, labor disruption, utility or network outage, widespread cybersecurity incident, epidemic, pandemic, or failure of a critical third-party service. The affected party will use reasonable efforts to reduce the impact and resume performance. Payment obligations for completed services are not excused.
23. Non-Solicitation and Personnel
Unless a signed agreement states otherwise, neither party will knowingly solicit for employment an employee of the other party who is materially involved in the engagement during the engagement and for six months thereafter, excluding general solicitations not directed at that employee. This section applies only to the extent enforceable under applicable law.
24. Compliance with Laws and Ethical Conduct
Each party will comply with laws applicable to its performance under the engagement. Neither party will require the other to engage in unlawful, deceptive, discriminatory, unsafe, or unethical conduct. Business Logix may decline or suspend work that creates an unacceptable legal, privacy, security, safety, or ethical risk.
25. Governing Law and Venue
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Subject to a signed agreement providing otherwise, disputes will be brought in a state or federal court with appropriate jurisdiction in Texas.
26. Notices
Contractual notices must be delivered using the method and addresses stated in the applicable agreement. If no method is stated, notice may be sent by email to the designated business contacts, and formal legal notices to Business Logix may be directed to the contact information below.
27. Assignment, Severability, and Waiver
Neither party may assign an engagement without the other party’s written consent, except in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate that assumes the obligations.
If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue. Failure to enforce a provision is not a waiver.
28. Entire Agreement and Electronic Acceptance
The applicable agreement documents constitute the entire agreement concerning the engagement and supersede prior discussions on the same subject. Changes must be in writing and authorized by both parties. Electronic signatures, electronic acceptance, and counterparts are effective to the extent permitted by law.
29. Relationship to Business Logix Policies
These Terms operate with applicable Business Logix privacy, responsible AI, event, website, and training policies. A signed client agreement may supplement or supersede those policies for a specific engagement.
30. Updates to These Terms
Business Logix may update these Terms for future engagements. A change will not modify an existing signed engagement unless the parties agree or the governing agreement expressly incorporates updated online terms.
31. Contact Information
Business Logix LLC
7324 Southwest Freeway, Suite 237
Houston, Texas 77074
Email: info@businesslogixllc.com
Website: https://businesslogixllc.com