Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using any services provided by Orvexium Consulting ("Company," "we," "us," or "our"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Orvexium Consulting. If you do not agree to these Terms in their entirety, you must not use our services or access our website.

We reserve the right to update, modify, or revise these Terms at any time without prior notice. It is your responsibility to review these Terms periodically. Your continued use of our services after any modifications constitutes your acceptance of the revised Terms.

2. Description of Services

Orvexium Consulting provides business consulting and analytical services including:

• Preparation of analytical reports, including data synthesis, executive summaries, and custom data visualizations
• Business performance analysis, encompassing revenue analysis, efficiency audits, benchmarking, and growth strategy development
• Industry trend research, including market mapping, competitor analysis, trend forecasting, and risk assessment
• Preparation of presentations and business overviews, including investor decks, board-ready materials, and data storytelling deliverables
• Business consulting and advisory services, including strategic planning sessions, organizational assessments, go-to-market advisory, and continuous performance optimization

All services provided by Orvexium Consulting are advisory in nature. We do not provide financial, investment, legal, tax, accounting, or any other regulated professional services. Our deliverables are intended to inform and support your decision-making processes, but they should not be construed as professional advice in any regulated discipline.

3. Engagement and Scope of Work

Each consulting engagement with Orvexium Consulting is initiated through a formal proposal or statement of work ("SOW") that outlines the specific services to be performed, the deliverables, the timeline, the pricing, and any other relevant terms. The SOW, once agreed upon and signed by both parties, becomes part of these Terms and governs the specific engagement.

Any changes to the scope of work, deliverables, or timeline must be agreed upon in writing by both parties. Orvexium Consulting reserves the right to adjust pricing if the scope of work changes materially from the original SOW.

3.1 Client Responsibilities

To enable Orvexium Consulting to perform its services effectively, you agree to provide timely access to relevant data, documents, personnel, and any other resources necessary for the engagement. You acknowledge that delays in providing required information may impact the timeline and quality of deliverables.

3.2 Engagement Timeline

Orvexium Consulting will make commercially reasonable efforts to complete all deliverables within the timeframe specified in the applicable SOW. However, timelines are estimates and are dependent on factors including the complexity of the engagement, availability of client data, and responsiveness of client personnel.

4. Fees and Payment

Fees for our services are as set forth in the applicable SOW or proposal. Unless otherwise specified, all fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, duties, and other governmental charges. Payment terms are net thirty (30) days from the date of invoice unless otherwise specified in the SOW.

Late payments may be subject to a late fee of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Orvexium Consulting reserves the right to suspend or terminate services if payment is not received within fifteen (15) days after the due date and after written notice of non-payment has been provided.

For retainer-based engagements, monthly retainer fees are due on the first business day of each month. Unused retainer hours do not roll over to subsequent months unless expressly agreed in writing.

5. Intellectual Property

All intellectual property rights in the deliverables created by Orvexium Consulting for you during the course of an engagement shall be assigned to you upon full payment of all applicable fees. Prior to full payment, Orvexium Consulting retains all rights, title, and interest in and to such deliverables.

Orvexium Consulting retains all rights in its pre-existing intellectual property, including but not limited to its proprietary methodologies, analytical frameworks, templates, tools, know-how, and processes. To the extent any pre-existing intellectual property is incorporated into a deliverable, we grant you a non-exclusive, non-transferable, royalty-free license to use such intellectual property solely in connection with the deliverable for your internal business purposes.

6. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party in connection with the engagement ("Confidential Information"). Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except to the extent required by law, regulation, or court order.

This confidentiality obligation shall survive the termination of these Terms and any specific engagement for a period of three (3) years from the date of disclosure of the relevant Confidential Information.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Orvexium Consulting's total aggregate liability to you for any and all claims arising out of or relating to these Terms or any engagement shall not exceed the total fees paid by you to Orvexium Consulting for the specific engagement giving rise to such liability during the twelve (12) months preceding the event that gave rise to the claim.

In no event shall Orvexium Consulting be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, regardless of the cause of action or the theory of liability.

8. Disclaimers

Orvexium Consulting provides its services on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, regarding the services, deliverables, or any information provided, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or completeness.

Orvexium Consulting is not a licensed financial advisor, investment advisor, attorney, certified public accountant, or any other regulated professional. Our services should not be relied upon as a substitute for professional advice from appropriately licensed practitioners.

9. Indemnification

You agree to indemnify, defend, and hold harmless Orvexium Consulting, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or relating to your use of or reliance on our services, your breach of these Terms, any inaccurate or incomplete information provided by you, or any third-party claims arising from your business decisions made in connection with our services.

10. Termination

Either party may terminate a specific engagement by providing thirty (30) days' written notice to the other party. Upon termination by you, you shall pay for all services performed and expenses incurred up to the effective date of termination. Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days after receiving written notice thereof.

The provisions of these Terms relating to intellectual property, confidentiality, limitation of liability, indemnification, disclaimers, and governing law shall survive the termination of these Terms and any engagement.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government actions, labor disputes, power failures, internet or telecommunications disruptions, or any other force majeure event.

12. Non-Solicitation

During the term of any engagement and for a period of twelve (12) months following its termination, neither party shall, directly or indirectly, solicit, recruit, or hire any employee or contractor of the other party who was involved in the engagement without the prior written consent of the other party.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall first be submitted to good faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association. The arbitration shall take place in Kenton County, Kentucky.

14. Miscellaneous

These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter hereof. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of such right.

You may not assign or transfer these Terms or any rights hereunder without the prior written consent of Orvexium Consulting. All notices shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by recognized overnight courier.