Terms of Service

1. Acceptance of Terms

By accessing, browsing, or utilizing any services offered by Veltraxis Advisory ("Company," "we," "us," or "our"), located at 2120 High Wickham Place, Louisville, KY 40245, you ("Client," "you," or "your") 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 and Veltraxis Advisory.

If you are entering into these Terms on behalf of a business entity, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such cases, the terms "you" and "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access or use our services.

We reserve the right to update, modify, or replace any part of these Terms at our sole discretion. It is your responsibility to review these Terms periodically for changes. Your continued use of or access to our services following the posting of any changes to these Terms constitutes acceptance of those changes. Material changes will be communicated through reasonable means, which may include email notification or a prominent notice on our website.

2. Description of Services

Veltraxis Advisory provides strategy consulting and advisory services aimed at helping businesses improve their processes, streamline workflows, and boost operational efficiency. Our service offerings include, but are not limited to:

• Business Process Analysis and Improvement — comprehensive evaluation of existing operational procedures, identification of inefficiencies, bottlenecks, and redundancies, followed by the development of optimized process frameworks tailored to your organizational structure and industry requirements.
• Efficiency Recommendations — data-driven analysis of your operational metrics, resource allocation patterns, and performance indicators to produce actionable recommendations that reduce waste, lower costs, and improve throughput across all functional areas of your business.
• Internal Workflow Optimization — systematic redesign of internal communication channels, approval hierarchies, task distribution mechanisms, and inter-departmental coordination protocols to eliminate friction and accelerate operational velocity.
• Scaling Readiness Assessment and Recommendations — evaluation of your current infrastructure, organizational topology, technology stack, and operational frameworks against projected growth scenarios, followed by comprehensive scaling blueprints that prepare your business for sustainable expansion.

All services provided by Veltraxis Advisory are advisory in nature. We provide analysis, recommendations, strategies, and frameworks. The implementation of any recommendations, the adoption of any strategies, and the execution of any frameworks remain solely at the discretion and responsibility of the Client. Veltraxis Advisory does not guarantee specific business outcomes, revenue increases, cost reductions, or any other quantifiable results arising from the implementation of our recommendations.

The scope, timeline, deliverables, and specific terms of each engagement shall be defined in a separate Statement of Work ("SOW") or engagement letter mutually agreed upon by both parties prior to the commencement of services. In the event of any conflict between these Terms and a specific SOW, the provisions of the SOW shall govern with respect to that particular engagement.

3. Client Obligations and Responsibilities

To enable Veltraxis Advisory to provide effective advisory services, you agree to fulfill the following obligations:

3.1 Information Provision

You shall provide accurate, complete, and timely information, data, documentation, and access as reasonably requested by Veltraxis Advisory for the purpose of delivering the agreed-upon services. You acknowledge that the quality and accuracy of our deliverables are directly dependent on the quality and accuracy of the information you provide. Veltraxis Advisory shall not be liable for any deficiencies in our deliverables that result from incomplete, inaccurate, or delayed information provided by the Client.

3.2 Cooperation and Availability

You shall designate a primary point of contact who has sufficient authority and knowledge to make decisions on behalf of your organization regarding the engagement. You shall make relevant personnel available for interviews, workshops, and meetings as reasonably required. Delays caused by the Client's failure to cooperate or make personnel available may result in corresponding delays in deliverable timelines and may incur additional fees as specified in the applicable SOW.

3.3 Legal Compliance

You are solely responsible for ensuring that any actions taken based on our recommendations comply with all applicable local, state, federal, and international laws, regulations, and industry standards. Veltraxis Advisory provides business strategy and operational recommendations; we do not provide legal, tax, accounting, or regulatory compliance advice. You should consult with qualified professionals in those fields before implementing any recommendations that may have legal or regulatory implications.

3.4 Confidential Information Protection

When providing information to Veltraxis Advisory, you shall not disclose any information that you are legally prohibited from sharing, including but not limited to information protected by attorney-client privilege, trade secrets belonging to third parties, or personally identifiable information of individuals who have not consented to such disclosure. You shall obtain all necessary consents and authorizations before sharing any personal data with Veltraxis Advisory.

4. Intellectual Property Rights

4.1 Company Materials

All methodologies, frameworks, tools, templates, proprietary models, analytical approaches, and general knowledge developed or utilized by Veltraxis Advisory in the course of providing services ("Company Materials") remain the exclusive intellectual property of Veltraxis Advisory. The Client receives a non-exclusive, non-transferable license to use deliverables produced specifically for the Client's engagement, solely for the Client's internal business purposes.

4.2 Client Materials

All information, data, and materials provided by the Client to Veltraxis Advisory remain the property of the Client. Veltraxis Advisory shall use Client materials solely for the purpose of delivering the agreed-upon services and shall return or destroy such materials upon completion of the engagement or upon the Client's written request, subject to any legal retention requirements.

4.3 Restrictions

The Client shall not reproduce, distribute, sublicense, sell, or create derivative works from any Company Materials without the prior written consent of Veltraxis Advisory. The Client shall not remove, alter, or obscure any proprietary notices, labels, or marks on Company Materials. Any unauthorized use of Company Materials may result in termination of the license granted herein and may subject the Client to legal action.

5. Fees and Payment

Fees for services shall be specified in the applicable SOW or engagement letter. Unless otherwise stated in the SOW, the following payment terms shall apply:

• All fees are quoted and payable in United States Dollars (USD).
• Payment terms are net thirty (30) days from the date of invoice unless otherwise specified in the applicable SOW.
• Late payments shall accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.
• The Client is responsible for all taxes, duties, and other governmental assessments associated with the services, excluding taxes based on Veltraxis Advisory's net income.
• In the event of a payment dispute, the Client shall pay all undisputed amounts when due and shall notify Veltraxis Advisory in writing of the disputed amounts within fifteen (15) days of receipt of the invoice.
• Veltraxis Advisory reserves the right to suspend services if any invoice remains unpaid for more than forty-five (45) days beyond its due date.

6. Confidentiality

Both parties acknowledge that in the course of the engagement, each party may disclose confidential information to the other party. "Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms or the applicable SOW; and (c) not disclose the other party's Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession before disclosure by the disclosing party; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any effort to obtain a protective order.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VELTRAXIS ADVISORY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY RELATED TO THE SERVICES; (C) ANY CONTENT OR DELIVERABLES OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR INFORMATION OR DATA.

THE TOTAL AGGREGATE LIABILITY OF VELTRAXIS ADVISORY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO VELTRAXIS ADVISORY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF VELTRAXIS ADVISORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless Veltraxis Advisory, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's implementation of any recommendations or strategies provided by Veltraxis Advisory; (b) the Client's breach of these Terms or any applicable SOW; (c) the Client's violation of any applicable law, regulation, or third-party right; or (d) any dispute between the Client and any third party relating to the services or deliverables provided by Veltraxis Advisory.

9. Term and Termination

These Terms shall remain in effect until terminated by either party. Either party may terminate these Terms or any specific engagement by providing thirty (30) days' written notice to the other party. In the event of termination, the Client shall pay for all services rendered and expenses incurred up to the effective date of termination. Sections relating to Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive the termination of these Terms.

Veltraxis Advisory may terminate these Terms immediately upon written notice if: (a) the Client fails to make any payment when due and such failure continues for fifteen (15) days after written notice; (b) the Client materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days of written notice; or (c) the Client becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.

10. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall first be submitted to mediation in Louisville, Kentucky, in accordance with the mediation procedures of the American Arbitration Association then in effect. If the dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, either party may pursue binding arbitration or litigation as set forth herein.

Any arbitration shall be conducted in Louisville, Kentucky, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator with expertise in business consulting matters. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Jefferson County, Kentucky, and the parties hereby consent to personal jurisdiction and venue therein.

12. Miscellaneous Provisions

12.1 Entire Agreement

These Terms, together with any applicable SOW and engagement letters, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, regarding such subject matter.

12.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

12.3 Waiver

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

12.4 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 reasonable control of that party, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

12.5 Assignment

The Client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Veltraxis Advisory. Veltraxis Advisory may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

12.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier service to the addresses set forth herein or to such other address as a party may designate in writing.