Consulting Disclaimer & Engagement Terms

Effective Date: January 01, 2020
Last Updated: January 02, 2026


Consulting Services Disclaimer

Onyx Ingenuity, LLC (“Company,” “we,” “us,” or “our”) provides consulting, advisory, implementation, and technical services based on professional experience, industry best practices, and client-provided information. While we strive to deliver high-quality outcomes, all consulting services are provided on an advisory basis and do not guarantee specific results, financial outcomes, regulatory approvals, or business performance improvements.

Clients acknowledge that business, technology, and operational decisions involve inherent risk, and responsibility for final decisions, implementations, and outcomes remains solely with the client.

Scope of Work

All consulting services are performed based on an agreed-upon scope of work, proposal, statement of work (SOW), email agreement, or written communication outlining deliverables, timelines, and responsibilities. Any work requested outside the agreed scope may require additional fees and timeline adjustments.

Client Responsibilities & Timely Communication

Clients agree to provide timely access to required information, systems, stakeholders, approvals, and feedback necessary for the completion of services.

Delays caused by lack of client response, unavailable stakeholders, incomplete information, or extended review cycles do not pause billing for work already performed or time reserved for the client unless otherwise agreed in writing.

Billing, Invoicing & Payment Terms

  • Consulting services are billed based on hourly rates, retainer agreements, milestone-based fees, or fixed-fee arrangements as outlined in the applicable agreement.

  • Invoices are issued according to the agreed billing schedule.

  • Payment is due within the timeframe specified on the invoice (typically Net 7, Net 15, or Net 30 unless otherwise stated).

Work performed prior to a delay in client response remains billable, including:

  • Analysis, planning, documentation, research, development, configuration, or advisory services already completed.

  • Time reserved or allocated for the client where work could not proceed due to lack of response or approvals.

Failure to respond in a timely manner does not negate payment obligations for services rendered.

Late Payments & Suspension of Services

Invoices not paid by the due date may be subject to:

  • Temporary suspension of services

  • Delays in deliverables

  • Late fees as permitted by law

  • Termination of engagement for non-payment

Onyx Ingenuity, LLC reserves the right to resume work only after outstanding balances are settled.

No Employment or Partnership Relationship

Engagements with Onyx Ingenuity, LLC do not create an employment, partnership, joint venture, or agency relationship. The Company operates solely as an independent contractor.

Intellectual Property & Work Product

Unless otherwise agreed in writing:

  • Upon full payment, clients receive a non-exclusive, non-transferable license to use final deliverables for their internal business purposes.

  • Drafts, methodologies, frameworks, templates, processes, tools, and proprietary materials developed or used by Onyx Ingenuity, LLC remain the intellectual property of the Company.

Limitation of Liability

To the fullest extent permitted by law, Onyx Ingenuity, LLC shall not be liable for any indirect, incidental, consequential, or special damages arising from consulting services, including but not limited to lost revenue, lost profits, business interruption, or data loss.

Total liability, if any, shall not exceed the total fees paid to Onyx Ingenuity, LLC for the specific engagement giving rise to the claim.

No Legal, Financial, or Medical Advice

Consulting services provided by Onyx Ingenuity, LLC do not constitute legal, financial, accounting, medical, or regulatory advice. Clients are responsible for consulting licensed professionals as appropriate.

Governing Law

These Consulting Disclaimer & Engagement Terms shall be governed by and construed in accordance with the laws of the State of Florida.

Acceptance of Terms

By engaging Onyx Ingenuity, LLC for consulting services, clients acknowledge that they have read, understood, and agreed to these Consulting Disclaimer & Engagement Terms.

These Consulting Terms collectively govern all professional services provided by Onyx Ingenuity, LLC.