LBSconnect Professional Services Terms

1. Purpose and Order of Precedence

These Professional Services Terms apply only when incorporated into an accepted proposal, statement of work ("SOW"), work order, or other written agreement.

Order of precedence:

1. government contract, prime contract flow-down, or signed master services agreement;
2. signed SOW or work order;
3. accepted proposal;
4. these Professional Services Terms;
5. website descriptions.

2. Services and Deliverables

LBS will provide the services and deliverables described in the applicable SOW. Items not expressly included are outside scope.

Client will timely provide access, information, decisions, stakeholders, systems, approvals, and feedback reasonably required for performance.

3. Changes

Changes to scope, timing, assumptions, staffing, or deliverables require a written change order. LBS is not responsible for delay caused by missing client dependencies.

4. Fees and Payment

Unless the SOW states otherwise:

• fixed-fee engagements require 50% at acceptance;
• the balance is due Net 15 after delivery of final contracted deliverables;
• hourly services are invoiced according to actual authorized time;
• taxes, approved travel, and pass-through expenses are additional where applicable;
• overdue undisputed amounts may result in suspension.

Government payment terms and procurement rules control when incorporated into the contract.

5. Acceptance

Deliverables are accepted when the client:

• provides written acceptance;
• uses the deliverable in production or procurement;
• fails to identify a material nonconformity within the review period in the SOW.

LBS will use reasonable efforts to correct a timely reported material nonconformity with the written requirements.

6. Delivery Commitments and Guarantees

Any "delivery guarantee" applies only to the specific deliverables, assumptions, dependencies, and remedy stated in the applicable SOW. Unless expressly stated, a delivery guarantee does not promise project approval, funding, implementation success, procurement award, vendor performance, or quantified savings.

7. Client Materials

Client retains ownership of its pre-existing information, systems, data, trademarks, and materials. Client represents that it has authority to provide them.

8. LBS Materials

LBS retains ownership of pre-existing methods, frameworks, templates, prompts, know-how, software, utilities, generic processes, skills, and reusable components.

Upon full payment, client receives the ownership or license expressly stated in the SOW. If the SOW is silent, the client receives a perpetual, non-exclusive, internal-use license to the final deliverables, excluding LBS background materials.

9. Confidentiality

Each party will protect non-public information that should reasonably be understood as confidential and use it only for the engagement. Exclusions include information that is public without breach, already known without duty, independently developed, or lawfully received from another source.

A party may disclose information when legally required after giving notice where legally permitted.

Government public-information laws and contract requirements may affect confidentiality.

10. Data Protection

Each party will use reasonable safeguards appropriate to the information. The client should not provide regulated or highly sensitive data unless necessary, approved, and covered by appropriate security and data-processing terms.

11. Personnel and Subcontractors

LBS may use qualified personnel and subcontractors while remaining responsible for contracted performance, subject to any approval or flow-down obligations in the SOW.

12. Client Responsibilities

Client is responsible for:

• decisions and approvals;
• accuracy and completeness of supplied information;
• legal and regulatory review;
• procurement decisions;
• security and access authorization;
• implementation and operational use;
• validation of calculations, estimates, and recommendations.

13. No Legal or Regulatory Advice

LBS provides business analysis, project, testing, process, data, and technology services. LBS is not a law firm, accounting firm, tax adviser, licensed engineer, insurance agency, or regulator. Client must obtain specialized professional review where required.

14. Warranties

LBS warrants that services will be performed professionally and substantially in accordance with the SOW.

Except for this express warranty, services and deliverables are provided "as is" to the extent permitted by law. LBS does not warrant that recommendations will be adopted or that third-party systems will perform.

15. Limitation of Liability

Neither party is liable for indirect, special, punitive, incidental, or consequential damages, or lost profits, revenue, opportunity, or data, except where such exclusion is prohibited.

Unless the SOW states otherwise, each party's aggregate liability is limited to fees paid or payable under the SOW giving rise to the claim during the 12 months preceding the event.

The cap should not apply to payment obligations, infringement, fraud, willful misconduct, or liabilities that cannot be limited by law.

16. Indemnification

Indemnification applies only as expressly stated in a signed agreement. These standard terms do not independently create a broad duty to defend government entities or prime contractors.

17. Termination

Either party may terminate for uncured material breach after written notice and a reasonable cure period. The client must pay for completed work, non-cancelable commitments, and authorized work in progress.

18. Publicity

LBS may not use a client's confidential name, logo, testimonial, or deliverables publicly without permission, except for non-confidential factual references expressly permitted by contract or law.

19. Records and Audit

LBS will maintain engagement records required by the contract. Audit rights must be reasonable, relevant, confidential, and stated in the signed agreement.

20. Governing Law

The governing law and venue stated in the signed agreement control. If none is stated, Texas law and Harris County, Texas courts apply.

21. Contact

Linton Business Solutions LLC
616 FM 1960 Road West, Suite 101
Houston, Texas 77090-3048
Phone: (281) 836-5357
Email: info@lbsconnect.net

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