Legal - Engagement Terms & Conditions

1. Introduction and Acceptance

These Engagement Terms & Conditions (the “Service Terms”) govern the commercial relationship between Lexel Core LLC (“Lexel Core,” “we,” “us,” or “our”), a Georgia limited liability company with its principal office at 8735 Dunwoody Place STE 600, Atlanta, GA 30350, and any individual or entity (“Client,” “you,” or “your”) that engages Lexel Core for consulting, technology, or related professional services.

By paying an invoice issued by Lexel Core, signing a proposal or Statement of Work, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Service Terms.

These Service Terms apply to all engagements unless a separate written agreement signed by both parties expressly supersedes specific provisions. For larger or more complex projects, Lexel Core may issue a separate Statement of Work (“SOW”) or project agreement that layers additional terms on top of these Service Terms. In the event of a conflict between an SOW and these Service Terms, the SOW shall control with respect to the specific engagement it covers.

Your use of our website (lexelcore.com) is governed by our Website Terms & Conditions, which are incorporated by reference. In the event of a conflict between the Website Terms and these Service Terms with respect to a consulting engagement, these Service Terms shall control.

2. Definitions

• “Engagement” means any consulting, advisory, development, or professional services arrangement between Lexel Core and Client, whether for a single consultation or an ongoing project.
• “Consultation” means a discrete advisory session — typically a scheduled call, meeting, or review — for which a flat fee or hourly rate is charged.
• “Project Work” means a defined scope of services, deliverables, and timeline, typically documented in a Statement of Work.
• “Deliverables” means the tangible work product produced by Lexel Core for Client as part of an Engagement, such as reports, designs, code, documentation, or other materials specifically identified in a proposal or SOW.
• “Lexel Core Materials” means pre-existing tools, frameworks, methodologies, templates, libraries, code modules, and know-how owned by or licensed to Lexel Core prior to or independent of any Engagement.
• “Confidential Information” means any non-public information disclosed by one party to the other in connection with an Engagement, including but not limited to business strategies, financial data, technical specifications, customer information, proprietary methodologies, and any materials marked as confidential. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) the receiving party already possessed without restriction; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
• “Statement of Work” or “SOW” means a document executed by both parties that describes the specific scope, deliverables, timeline, and fees for a Project Work engagement.

3. Scope of Services

3.1 Consultations

Consultations are standalone advisory sessions. Unless otherwise agreed in writing, a Consultation does not include the production of Deliverables, implementation of recommendations, or ongoing support beyond the session itself. Lexel Core will exercise professional skill and care in providing consultation services, drawing on our experience in business process optimization, technology strategy, custom software solutions, e-commerce, and digital operations.

3.2 Project Work

Project Work engagements are defined by a separate SOW that specifies the scope, deliverables, timeline, milestones, and fees. Work outside the agreed scope constitutes a change request, which must be documented in a written amendment to the SOW and agreed upon by both parties before work begins.

3.3 Client Responsibilities

Successful outcomes require collaboration. The Client agrees to:

• Provide timely access to information, personnel, systems, and resources reasonably necessary for Lexel Core to perform the services
• Designate a primary point of contact authorized to make decisions and provide approvals on behalf of the Client
• Review and provide feedback on Deliverables within the timeframes specified in the SOW or, if not specified, within ten (10) business days. If the Client does not provide written notice of objection within this period, the Deliverables shall be deemed accepted
• Ensure that any information provided to Lexel Core is accurate and complete to the best of the Client’s knowledge

Delays caused by the Client’s failure to meet these responsibilities may result in adjusted timelines and, where applicable, additional fees.

4. Fees and Payment

4.1 Fee Structure

Fees for each Engagement will be set out in a proposal, SOW, or invoice issued by Lexel Core. Engagements may be structured as:

• Fixed fee: A defined price for a defined scope of work
• Hourly rate: Billed based on actual time spent, at the rate specified in the proposal or SOW
• Retainer: A recurring fee for ongoing access to services, as defined in the applicable agreement

4.2 Invoicing and Payment Terms

Unless otherwise specified in writing:

• Invoices are due within fifteen (15) days of the invoice date (“Net 15”)
• For Consultations, payment may be required in advance of the session
• For Project Work, invoicing milestones will be specified in the SOW. In the absence of a milestone schedule, Lexel Core may invoice monthly for work completed in the preceding period
• All fees are quoted and payable in U.S. Dollars (USD)

4.3 Accepted Payment Methods

Lexel Core accepts payment via:

• Bank transfer (ACH or wire)
• Credit or debit card (where available through our invoicing platform)
• Other methods as agreed in writing

4.4 Late Payment

If payment is not received within the stated terms:

• A late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) will accrue on the outstanding balance beginning on the day after the due date
• Lexel Core reserves the right to suspend work on any active Engagement until the account is brought current, with written notice to the Client
• The Client shall be responsible for all reasonable costs of collection, including attorneys’ fees, incurred by Lexel Core in connection with collecting overdue amounts

4.5 Expenses

Unless included in a fixed fee or otherwise agreed, reasonable out-of-pocket expenses incurred by Lexel Core in performing services (such as travel, software licenses required for a specific engagement, or third-party services) will be invoiced to the Client at cost with supporting documentation. Expenses exceeding $500 individually will require prior written Client approval.

4.6 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, value-added, or similar taxes arising from the Engagement, excluding taxes based on Lexel Core’s income.

5. Cancellation and Rescheduling

5.1 Consultation Cancellations

• Cancellations made 48 hours or more before a scheduled Consultation will receive a full refund or credit
• Cancellations made less than 48 hours before a scheduled Consultation will be charged the full Consultation fee
• No-shows (failure to attend without prior notice) will be charged the full Consultation fee
• Rescheduling requests made 24 hours or more in advance will be accommodated at no additional charge, subject to availability

5.2 Project Work Termination

Either party may terminate a Project Work engagement as follows:

• Termination for convenience: Either party may terminate a Project Work engagement by providing thirty (30) days’ written notice to the other party. Upon termination for convenience, the Client shall pay for all work completed through the effective termination date, plus any non-cancellable commitments made by Lexel Core on the Client’s behalf.
• Termination for cause: Either party may terminate immediately upon written notice if the other party: (a) commits a material breach of these Service Terms or the applicable SOW and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course.

5.3 Effects of Termination

Upon termination of any Engagement:

• Lexel Core will deliver to the Client all completed Deliverables and work-in-progress for which the Client has paid
• The Client shall pay all fees and expenses accrued through the effective termination date
• Each party shall return or destroy the other party’s Confidential Information, except as required for legal or regulatory compliance
• Sections 6 (Confidentiality), 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 10 (Independent Contractor), 11 (Dispute Resolution), and 12 (Governing Law) shall survive termination

6. Confidentiality

6.1 Obligations

Each party agrees to:

• Hold the other party’s Confidential Information in strict confidence
• Use Confidential Information only for the purpose of performing or receiving services under the Engagement
• Not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this section
• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care

6.2 Permitted Disclosures

A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party (to the extent legally permitted) gives the other party prompt written notice of the requirement so the other party may seek a protective order or other appropriate remedy.

6.3 Duration

Confidentiality obligations under this section shall remain in effect for a period of three (3) years following the termination or expiration of the applicable Engagement, or for as long as the information remains confidential, whichever is longer. For trade secrets, confidentiality obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

6.4 Return of Materials

Upon termination of an Engagement or upon the disclosing party’s written request, the receiving party shall promptly return or destroy all Confidential Information in its possession, including copies, and certify in writing that it has done so. The receiving party may retain copies only to the extent required by applicable law or regulation, and such retained copies shall remain subject to the confidentiality obligations in this section.

7. Intellectual Property

7.1 Client Ownership of Deliverables

Subject to full payment of all applicable fees, the Client shall own all right, title, and interest in the Deliverables specifically created for the Client under an Engagement. Lexel Core hereby assigns to the Client all intellectual property rights in such Deliverables, effective upon full payment.

7.2 Lexel Core Retains Its Materials

Lexel Core retains all right, title, and interest in Lexel Core Materials. To the extent any Lexel Core Materials are incorporated into Deliverables, Lexel Core grants the Client a non-exclusive, perpetual, royalty-free license to use such Lexel Core Materials solely as part of the Deliverables, for the Client’s internal business purposes.

7.3 General Knowledge and Skills

Nothing in these Service Terms restricts Lexel Core’s right to use the general knowledge, skills, experience, ideas, concepts, know-how, and techniques acquired or developed during an Engagement, provided that doing so does not disclose the Client’s Confidential Information. Lexel Core may use anonymized and aggregated data from Engagements for internal benchmarking, process improvement, and development of its methodologies.

7.4 Client Materials

The Client retains all right, title, and interest in any materials, data, or content provided by the Client to Lexel Core in connection with an Engagement (“Client Materials”). The Client grants Lexel Core a non-exclusive license to use Client Materials solely for the purpose of performing the services under the Engagement.

7.5 Data Security and Protection

Lexel Core will implement and maintain reasonable administrative, technical, and physical security measures consistent with industry standards to protect Client Materials and Confidential Information. If Lexel Core becomes aware of a security breach or unauthorized access to Client Materials containing personal or sensitive data, Lexel Core will notify the Client without unreasonable delay, and in no event later than thirty (30) days after discovery. Lexel Core will not transfer Client Materials to any subprocessor or third party without the Client’s prior written consent, except for hosting, infrastructure, and productivity tools necessary to perform services, which will be subject to confidentiality and security obligations at least as protective as those in these Service Terms. Unless otherwise specified in an SOW, Client Materials will be processed and stored within the United States.

7.6 Third-Party Components

Deliverables may incorporate third-party software, libraries, or components (such as open-source software). Lexel Core will identify any such components and their applicable license terms. Use of third-party components is subject to the respective third-party license terms, and the Client is responsible for compliance with those terms.

8. Limitation of Liability

8.1 Nature of Services

The Client acknowledges that consulting and technology services involve professional judgment, and outcomes depend on numerous factors beyond Lexel Core’s control — including market conditions, the Client’s implementation decisions, third-party systems, and organizational factors. Lexel Core’s advice and recommendations constitute professional guidance, not guaranteed outcomes. Lexel Core does not warrant that its services will achieve any specific financial, operational, or business result.

8.2 Limitation of Damages

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to an Engagement, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or cost of procurement of substitute services, regardless of the cause of action or the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if the party has been advised of the possibility of such damages.

8.3 Liability Cap

Except for the obligations set forth in Section 6 (Confidentiality) and Section 9 (Indemnification), each party’s total aggregate liability to the other party for all claims arising out of or related to an Engagement shall not exceed the total fees actually paid or payable by the Client to Lexel Core under the applicable Engagement (or, if the Engagement is ongoing, the fees paid in the twelve (12) months preceding the event giving rise to the claim).

8.4 Essential Basis

The limitations of liability in this section reflect the allocation of risk between the parties and are an essential basis of the bargain between them. The fees charged by Lexel Core reflect this allocation of risk, and neither party would enter into the Engagement without these limitations.

9. Indemnification

9.1 By Lexel Core

Lexel Core shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Lexel Core’s gross negligence or willful misconduct in performing the services; or (b) Lexel Core’s infringement of a third party’s intellectual property rights through Deliverables created by Lexel Core (excluding any infringement resulting from Client Materials, Client’s modifications, or Client’s use of Deliverables in a manner not authorized or contemplated under the Engagement).

9.2 By Client

The Client shall indemnify, defend, and hold harmless Lexel Core and its members, managers, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) the Client’s use of Deliverables in a manner not authorized under the Engagement; (b) Client Materials that infringe a third party’s intellectual property rights; or (c) the Client’s gross negligence or willful misconduct.

9.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided the indemnifying party shall not settle any claim without the indemnified party’s prior written consent if the settlement imposes obligations on the indemnified party beyond payment of money); and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense.

10. Independent Contractor Relationship

10.1 No Employment Relationship

Lexel Core is an independent contractor. Nothing in these Service Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship between the parties. Lexel Core personnel are not employees or agents of the Client for any purpose.

10.2 Control and Methods

Lexel Core retains full control over the manner and means of performing services, including the right to determine which personnel will perform the work, the tools and methodologies used, and the work schedule, subject to any milestones or deadlines agreed upon in an SOW.

10.3 Benefits and Taxes

Lexel Core is solely responsible for all compensation, benefits, insurance, and tax obligations related to its personnel. The Client shall not withhold any taxes from payments to Lexel Core. The Client may issue a Form 1099 as required by applicable tax law.

11. Dispute Resolution

11.1 Good-Faith Negotiation

In the event of a dispute arising out of or related to these Service Terms or any Engagement, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute to the other party. The parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.

11.2 Mediation

If the dispute is not resolved through negotiation within thirty (30) days, either party may submit the dispute to mediation administered by a mutually agreed-upon mediator in Atlanta, Georgia. The costs of mediation shall be shared equally by the parties. Each party shall bear its own attorneys’ fees and costs associated with the mediation.

11.3 Litigation

If the dispute is not resolved through mediation within sixty (60) days of the initial dispute notice (or such longer period as the parties may agree), either party may pursue the matter through litigation in accordance with Section 12. Nothing in this section prevents either party from seeking injunctive or other equitable relief at any time to protect its confidential information or intellectual property rights.

12. Governing Law and Jurisdiction

These Service Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law principles. Any legal action or proceeding arising out of or related to these Service Terms or any Engagement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party consents to the personal jurisdiction and venue of such courts.

13. General Provisions

13.1 Entire Agreement

These Service Terms, together with any applicable SOW, proposal, or other written agreement signed by both parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, understandings, and representations relating to the Engagement.

13.2 Amendments and Updates

Lexel Core reserves the right to update these Service Terms from time to time. When we make changes, we will update the “Last Updated” date and post the revised terms at lexelcore.com/service-terms. If we make material changes, we will make reasonable efforts to notify active Clients — for example, by email or by including a notice with the next invoice. Continued engagement of Lexel Core’s services after such notice constitutes acceptance of the updated terms. Changes to these Service Terms do not apply retroactively to Engagements already underway under a signed SOW unless both parties agree in writing.

13.3 Assignment

Neither party may assign or transfer these Service Terms or any rights or obligations hereunder without the other party’s prior written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under these Terms.

13.4 Severability

If any provision of these Service Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it shall be severed. The remaining provisions shall continue in full force and effect.

13.5 Waiver

The failure of either party to enforce any right or provision of these Service Terms shall not constitute a waiver of that right or provision. A waiver of any provision shall be effective only if made in writing and signed by the waiving party.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Service Terms to the extent that such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, labor disputes, power outages, or internet disruptions. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

13.7 Notices

All formal notices under these Service Terms shall be in writing and sent to the addresses specified in the applicable SOW or, for Lexel Core, to:

Lexel Core LLC
8735 Dunwoody Place STE 600
Atlanta, GA 30350
Email: hello@lexelcore.com

Notices sent by email shall be deemed received on the next business day. Notices sent by certified mail or recognized courier shall be deemed received upon confirmed delivery.

13.8 Publicity

Neither party shall use the other party’s name, logo, or trademarks in any public-facing materials (including case studies, client lists, or marketing materials) without the other party’s prior written consent. Notwithstanding the foregoing, Lexel Core may include the Client’s company name (without logo) in a general client roster, unless the Client opts out in writing.

13.9 Non-Solicitation

During the term of an Engagement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly solicit for employment, hire, or engage as an independent contractor any Lexel Core employee or contractor who performed services under the Engagement, without Lexel Core’s prior written consent. This restriction does not apply to individuals who respond to general public job postings not specifically targeted at Lexel Core personnel.

13.10 Subcontracting

Lexel Core may engage qualified subcontractors to perform portions of the services, provided that: (a) Lexel Core remains fully responsible for the subcontractor’s performance and compliance with these Service Terms; (b) any subcontractor with access to Confidential Information is bound by confidentiality obligations at least as protective as those in Section 6; and (c) Lexel Core will notify the Client upon request of any subcontractors engaged on the Client’s Engagement.

13.11 Insurance

Lexel Core maintains commercially reasonable professional liability (errors and omissions) insurance and general commercial liability insurance. Upon the Client’s written request, Lexel Core will provide a certificate of insurance. The existence of insurance does not limit Lexel Core’s obligations or liabilities under these Service Terms.