Terms of Service.

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between you ("Client", "you") and Lorexus Partners, Inc. ("Lorexus", "we", "us", "our"), a New York corporation with its principal place of business at 418 Broadway # 5918, Albany, NY 12207, United States. By accessing the lorexus.com website, requesting a consultation, or executing a Statement of Work or order document with us, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority or do not agree, you may not use the Services.

2. Description of Services

Lorexus provides Microsoft-focused information technology consulting and managed services ("Services"), including but not limited to: Microsoft 365 and Azure deployment; cloud infrastructure architecture; identity, security, and compliance configuration (Microsoft Entra ID, Defender, Purview); license optimization; AI-native development and Copilot enablement; and senior-level operational support. The specific scope, deliverables, fees, and timeline for each engagement will be defined in a Statement of Work, proposal, or order document ("SOW") executed by both parties.

3. Engagement and Statements of Work

Each engagement is governed by these Terms together with the applicable SOW. In the event of a conflict between these Terms and an SOW, the SOW will control with respect to that engagement only. Changes to scope, deliverables, fees, or timing must be agreed in writing through a change order signed by both parties.

4. Fees, Invoicing, and Taxes

Fees are set out in the applicable SOW. Unless otherwise agreed in writing:

• Recurring managed service fees are billed monthly in advance and are non-refundable for the current billing period once incurred.
• Project fees are billed on the milestones stated in the SOW.
• Invoices are due net 15 days from invoice date.
• Late payments may bear interest at the lesser of 1.5% per month or the maximum permitted by law, plus any reasonable collection costs.
• Fees are exclusive of sales, use, value-added, withholding, and similar taxes, all of which are the Client's responsibility (other than taxes on Lorexus's net income).
• Reasonable, pre-approved travel and out-of-pocket expenses are reimbursable at cost.

5. Client Responsibilities

You agree to provide timely access to the personnel, facilities, environments, credentials, third-party services, and information that Lorexus reasonably requires to perform the Services. You are responsible for maintaining current backups and for all third-party software and subscription costs (including Microsoft licensing) procured directly by you.

6. Intellectual Property

Lorexus retains all right, title, and interest in and to its pre-existing materials, methodologies, frameworks, scripts, templates, and software ("Lorexus Materials"). Subject to full payment of fees, Lorexus grants you a perpetual, non-exclusive, non-transferable, royalty-free license to use Lorexus Materials embedded in deliverables solely for your internal business operations.

Bespoke deliverables created specifically for you under an SOW (excluding Lorexus Materials) are assigned to you upon receipt of payment for that deliverable. You retain all right, title, and interest in your data and pre-existing materials. We may retain anonymized, aggregated information derived from engagements solely to improve our Services.

7. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will: (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and no less than reasonable care; and (c) not disclose it to third parties other than employees, contractors, and advisors with a need to know who are bound by similar obligations. These obligations do not apply to information that is or becomes public other than through breach of these Terms, was rightfully known prior to disclosure, was independently developed without use of the other party's information, or must be disclosed by law (provided that, where lawful, the disclosing party is given prompt notice).

8. Data Protection and Security

Lorexus implements administrative, technical, and physical safeguards designed to protect Client data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. To the extent we process personal data on your behalf, we do so as your processor or service provider in accordance with applicable law and the data processing terms set out in the SOW or our Privacy Policy.

9. Warranties and Disclaimers

Lorexus warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. As your sole and exclusive remedy for breach of this warranty, Lorexus will, at its option, re-perform the non-conforming Services or refund the fees paid for the non-conforming portion, provided you give written notice within thirty (30) days of the alleged breach.

Except as expressly stated above, the services and any deliverables are provided "as is" and "as available". Lorexus disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the services will be uninterrupted or error-free.

10. Limitation of Liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, business opportunity, or goodwill, even if advised of the possibility of such damages.

Each party's total cumulative liability arising out of or related to these Terms or any SOW will not exceed the fees paid or payable to Lorexus by Client for the Services giving rise to the claim during the twelve (12) months preceding the event. The foregoing caps and exclusions do not apply to: (a) breach of confidentiality; (b) a party's indemnification obligations; (c) Client's payment obligations; or (d) liability that cannot be limited under applicable law.

11. Indemnification

Lorexus will defend Client against any third-party claim that the Services, as delivered by Lorexus and used in accordance with these Terms, infringe a U.S. patent, copyright, or trade secret of that third party, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement, provided Client gives prompt notice, reasonable cooperation, and sole control of the defense and settlement. Lorexus has no obligation for claims arising from Client-supplied materials, modifications not made by Lorexus, or use of the Services in combination with non-Lorexus products where the infringement would not have occurred but for such combination.

Client will defend, indemnify, and hold harmless Lorexus from any third-party claim arising out of Client's data, Client's modifications, Client's misuse of the Services, or Client's breach of these Terms.

12. Term and Termination

These Terms apply for as long as you use the Services or any SOW remains in effect. Either party may terminate an SOW for material breach if the breach is not cured within thirty (30) days of written notice. Either party may terminate any month-to-month managed service for convenience on at least thirty (30) days' written notice, effective at the end of the then-current billing month. Sections that by their nature should survive termination (including IP, confidentiality, payment for Services rendered, warranties, liability, and dispute resolution) will survive.

13. Non-Solicitation of Personnel

During each engagement and for twelve (12) months after its conclusion, neither party will directly solicit for employment any employee or contractor of the other who was substantively involved in the engagement, except through general public advertising not directed at that person.

14. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, fire, flood, epidemic, pandemic, internet or telecommunications outage, or failure of third-party providers, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, U.S.A., excluding its conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods. The parties first agree to attempt to resolve any dispute through good-faith discussion between authorized representatives. If unresolved within thirty (30) days, any dispute, controversy, or claim arising out of or relating to these Terms will be finally resolved by binding arbitration administered by JAMS in Albany County, New York, under its Comprehensive Arbitration Rules and Procedures, by a single arbitrator. Either party may seek injunctive or equitable relief in a court of competent jurisdiction in New York to protect its intellectual property or confidential information. The prevailing party in any proceeding is entitled to recover reasonable attorneys' fees and costs.

16. Notices

Notices to Lorexus must be sent in writing to support@lorexus.com with a copy by certified mail to Lorexus Partners, Inc., 418 Broadway # 5918, Albany, NY 12207. Notices to Client are deemed given when sent to the email address most recently associated with Client's account.

17. Miscellaneous

These Terms, together with the applicable SOW and Privacy Policy, constitute the entire agreement between the parties concerning the Services and supersede all prior agreements on the same subject. No waiver of any breach is a waiver of any other or subsequent breach. If any provision is held unenforceable, the remainder remains in effect, and the unenforceable provision will be reformed to the minimum extent necessary. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

18. Contact

Questions about these Terms? Contact us at support@lorexus.com or write to Lorexus Partners, Inc., 418 Broadway # 5918, Albany, NY 12207, USA.