PROFESSIONAL SERVICES TERMS

Onyx Ingenuity, LLC

Effective Date: January 1, 2020 Last Updated: August 5, 2026

This page consolidates and supersedes the previously separate "Consulting Disclaimer & Engagement Terms" and "Engagement Terms & Commercial Policies."

1. Scope and Precedence

Onyx Ingenuity, LLC ("Onyx Ingenuity," "we," "us," or "our") is an enterprise software and technology company, a Florida limited liability company founded in 2020 and based in Miami, Florida, developing commercial software products and providing implementation and advisory services, including transformation, program, portfolio, and product leadership, to organizations operating in complex and regulated industries.

These Professional Services Terms (these "Terms") govern consulting, advisory, implementation, and technical services provided by Onyx Ingenuity, LLC. Where a signed agreement exists between Onyx Ingenuity, LLC and a client, including a Master Services Agreement, Statement of Work, proposal, or engagement letter, that signed agreement governs and controls over these Terms to the extent of any conflict. These Terms apply in full where no signed agreement addresses the subject, and engaging Onyx Ingenuity, LLC for services constitutes acceptance of these Terms regardless of whether a separate contract is executed.

2. Nature of Services; No Guarantee of Outcomes

Services are provided on a senior professional advisory and execution-support basis, drawing on enterprise delivery experience across complex and regulated industries, established industry practice, and client-provided information. We do not guarantee specific results, financial outcomes, regulatory approvals, or business performance improvements. Business, technology, and operational decisions carry inherent risk, and responsibility for final decisions, implementations, and outcomes remains with the client.

Services do not constitute legal, financial, accounting, tax, medical, or regulatory advice. Clients are responsible for consulting appropriately licensed professionals.

3. Scope of Work and Change Control

Services are performed against an agreed scope documented in a proposal, statement of work, or written communication describing deliverables, timelines, and responsibilities. Any request that materially alters scope, timeline, deliverables, or effort is a change request and may require written approval, revised timelines, and additional fees. Onyx Ingenuity, LLC is not obligated to perform out-of-scope work without written confirmation.

4. Client Responsibilities

Clients agree to provide timely access to the information, systems, stakeholders, approvals, and feedback needed to perform the services. Delays caused by client non-response, unavailable stakeholders, incomplete information, or extended review cycles do not pause payment obligations for work already performed or for time reserved for the client, unless otherwise agreed in writing.

5. Fees, Billing, and Payment

  • Billing models: hourly consulting, monthly retainers, fixed-fee or milestone-based contracts, month-to-month advisory, and long-term engagements, as stated in the applicable agreement or proposal.

  • Invoices are issued on the agreed schedule, with payment due per the stated terms (typically Net 7, Net 15, or Net 30). Payment terms run from the invoice issue date, not from internal client review cycles.

  • Accepted payment methods: ACH or direct bank transfer, wire transfer, debit card, and electronic invoicing platforms as agreed in writing. Clients are responsible for third-party processing fees unless otherwise stated.

  • Work performed before any client delay remains fully billable, including analysis, planning, documentation, research, configuration, and advisory work completed, and time reserved for the client where work could not proceed for lack of response or approvals.

Late payment and suspension

Overdue invoices may result in suspension of services, delayed deliverables, late fees as permitted by law, and termination for non-payment. Work resumes when outstanding balances are settled. Suspension does not waive payment obligations.

6. Retainers

Certain engagements require a retainer before services begin. Retainers secure availability, priority scheduling, and resource allocation; may be applied against future invoices unless otherwise stated; and are non-refundable once services begin, regardless of client delays or changes in direction. Failure to maintain a required retainer may result in suspension of services.

7. Non-Responsiveness and Early Termination

Extended client non-responsiveness (typically exceeding ten business days) may result in invoicing for work performed and temporary suspension until communication resumes. If a client terminates an engagement before completion: all work completed through the termination date remains billable; a kill fee may apply to cover reserved capacity, opportunity cost, and administrative overhead where stated in the applicable agreement or proposal; and outstanding invoices become immediately due. Termination does not waive payment obligations for services rendered.

8. Minimum Engagements

Strategic, advisory, or enterprise engagements may carry a minimum engagement period or minimum billing threshold, stated in the applicable agreement or proposal, to allow meaningful outcomes and continuity.

9. Intellectual Property and Deliverables

Unless a signed agreement states otherwise: upon full payment of all outstanding invoices, the client receives a non-exclusive, non-transferable license to use final deliverables for the client’s internal business purposes. Drafts, methodologies, frameworks, templates, processes, tools, know-how, and other pre-existing or independently developed materials of Onyx Ingenuity, LLC remain the exclusive property of Onyx Ingenuity, LLC. Final deliverables are released upon full payment. Where a signed agreement provides different deliverable ownership terms, that agreement controls per Section 1.

10. Independent Contractor

Onyx Ingenuity, LLC operates solely as an independent contractor. No engagement creates an employment, partnership, joint venture, or agency relationship.

11. Confidentiality

Each party will protect the other’s non-public business information received in connection with an engagement with reasonable care, use it only for the engagement, and limit access to those who need it. This obligation does not apply to information that is public without breach, already known without restriction, or independently developed.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ONYX INGENUITY, LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM PROFESSIONAL SERVICES, INCLUDING LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS. TOTAL AGGREGATE LIABILITY, IF ANY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO ONYX INGENUITY, LLC FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.

13. Professional Conduct

We reserve the right to suspend or disengage from any client relationship involving abusive, unethical, or unlawful conduct, misrepresentation, or conduct misaligned with our professional standards. Disengagement does not waive payment obligations for services rendered.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to conflict of laws principles. Disputes arising under these Terms that are not governed by a signed agreement’s dispute provisions shall be resolved in the manner set out in the Site’s Terms of Use, including binding confidential arbitration in Miami, Florida, individual-basis resolution, and the one-year limitation on claims.

15. Acceptance

By engaging Onyx Ingenuity, LLC for professional services, the client acknowledges having read, understood, and agreed to these Professional Services Terms.

Questions about these terms: legal@onyxingenuity.com. Invoice and payment questions: billing@onyxingenuity.com