Terms of Service
Last updated: January 2025
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Fluxion Partners, Inc. ("Fluxion," "we," "us," or "our"). By accessing our website, requesting our services, or engaging with Fluxion in any capacity, you agree to be bound by these Terms. If you do not agree, you may not use our services.
2. Service Description
Fluxion Partners provides intelligent automation consulting and implementation services, including but not limited to:
- AI strategy and readiness assessments
- AI agents and workflow automation design and deployment
- Data pipelines and analytics solutions
- LLM operations and reliability management
- Security and compliance frameworks
- Change management and team enablement
Service scope, deliverables, and timelines will be specified in individual project agreements or statements of work.
3. Engagement Terms
3.1 Project Agreements
Specific services are governed by written project agreements or statements of work. In the event of conflicts, the written agreement supersedes these general Terms.
3.2 Fees and Payment
Fees are as specified in the project agreement. Payment terms are net 30 days from invoice date unless otherwise stated. Fluxion reserves the right to suspend services for payment arrears exceeding 15 days.
3.3 Travel and Expenses
Out-of-pocket expenses (travel, accommodations, third-party tools) are reimbursable at cost plus 10% administrative fee unless specified otherwise.
4. Client Responsibilities
Client agrees to:
- Provide timely access to systems, data, and required personnel
- Designate primary contacts and decision-makers
- Furnish accurate business requirements and use cases
- Comply with Fluxion's security and confidentiality requirements
- Take responsibility for implementing recommendations within their environment
- Maintain appropriate insurance and legal compliance
5. Intellectual Property
5.1 Fluxion IP
All tools, methodologies, frameworks, templates, and pre-built components created by Fluxion remain Fluxion's intellectual property. Client receives a non-exclusive license for internal use only.
5.2 Custom Work
Custom deliverables created specifically for Client become Client property upon final payment. Fluxion retains rights to methodologies, processes, and generalizable learnings.
5.3 Client IP
Client retains all rights to its existing intellectual property, data, and systems. Fluxion uses such information only to provide contracted services and as bound by confidentiality agreements.
6. Confidentiality
Both parties agree to maintain strict confidentiality regarding:
- Business information and competitive intelligence
- Technical data and system architectures
- Financial and commercial terms
- Personally identifiable information (PII)
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
7. Security and Data Protection
Fluxion implements industry-standard security practices including:
- Encryption of data in transit and at rest
- Access controls and authentication requirements
- Regular security assessments and updates
- SOC 2 Type II compliance
- HIPAA, GDPR, and compliance-ready protocols
Client remains responsible for its own systems, data governance, and regulatory compliance. Fluxion is not liable for Client's failure to implement security recommendations.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- Fluxion's total liability is limited to fees paid in the 12 months preceding the claim
- Fluxion is not liable for indirect, incidental, or consequential damages
- Fluxion is not liable for lost profits, revenue, data, or business interruption
- These limitations apply regardless of cause (contract, tort, negligence, strict liability)
9. Disclaimers
FLUXION PROVIDES SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. FLUXION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
- Fitness for a particular purpose
- Merchantability
- Non-infringement
- Uninterrupted service availability
Fluxion does not guarantee specific business outcomes, ROI, cost savings, or timeline adherence, though we work diligently toward agreed objectives. Results depend on Client implementation, organizational readiness, and external factors beyond Fluxion's control.
10. Indemnification
Client agrees to indemnify and hold harmless Fluxion from any third-party claims arising from:
- Client's use of deliverables outside agreed scope
- Client's data or systems
- Client's breach of these Terms or applicable laws
- Client's failure to implement Fluxion's security recommendations
11. Termination
11.1 Termination for Convenience
Either party may terminate ongoing engagements with 30 days written notice. Client remains responsible for fees through the termination date.
11.2 Termination for Cause
Fluxion may terminate immediately if Client breaches material terms and fails to cure within 15 days of written notice, or if payment becomes 30+ days past due.
12. Acceptable Use
Client agrees not to:
- Use services for illegal purposes or to violate laws
- Infringe on third-party intellectual property rights
- Transmit malware, viruses, or harmful code
- Attempt unauthorized access to Fluxion systems
- Reverse-engineer or disassemble proprietary tools
- Resell or redistribute Fluxion services without authorization
13. Modifications to Terms
Fluxion reserves the right to modify these Terms at any time. Material changes will be communicated with 30 days notice. Continued use of services constitutes acceptance of updated Terms.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms are governed by the laws of the State of New Jersey, USA, without regard to conflict of law principles.
14.2 Dispute Resolution
Before litigation, both parties agree to attempt good-faith negotiation. If unresolved after 30 days, the dispute may be submitted to binding arbitration under JAMS rules, with proceedings in New Jersey.
Each party bears its own attorney fees unless arbitration determines otherwise. Claims must be brought within one year or be forever barred.
15. Severability
If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it valid.
16. Entire Agreement
These Terms, together with any project agreement, statement of work, and privacy policy, constitute the entire agreement between the parties and supersede all prior understandings, negotiations, and agreements.