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Xpancom/Legal/Services Terms

Professional Services Terms

The default terms for assessment, implementation, and managed operations.

These master terms apply when Xpancom and a client sign a statement of work for AI Opportunity Assessment, AI Workflow Implementation, or Managed AI Operations. A proposal is not a contract until both parties sign.

Effective
15 September 2026
Updated
15 September 2026
Version
1.0
On this page01Parties, statements of work, and order of documents02Fees, invoicing, and taxes03Client responsibilities04Discovery access is read-only until written otherwise05Ownership, license, export, and exit06Workforce Transition Commitment is optional07AI output is a proposal08Confidentiality and publicity09Warranty, insurance, and indemnity10Limitation of liability11Managed AI Operations is scoped, not unlimited, and not automatically 24/712Term, suspension, termination, and survival13Governing law

01 / Section

Parties, statements of work, and order of documents.

Xpancom, LLC provides professional services. The client named in a statement of work purchases a bounded engagement. Each statement of work describes scope, fees, assumptions, access, decision gates, and any workforce schedule.

If documents conflict, the signed statement of work controls over these master terms, and these master terms control over website copy. Purchase orders that add terms do not apply unless Xpancom signs them.

02 / Section

Fees, invoicing, and taxes.

Fees are stated in the statement of work. We do not publish prices on the marketing site because scope determines them. Invoices are due as stated in the statement of work. Late amounts may accrue interest at the lesser of 1.5 percent per month or the maximum allowed by law.

Fees exclude taxes. The client is responsible for taxes other than taxes on Xpancom's income. Work paused for non-payment may resume on a new schedule.

03 / Section

Client responsibilities.

The client names approvers, tells the truth about the operation, obtains any employee notice required before observation or interviews, and provides the access described in the statement of work. Delays in access, approvals, or information are not Xpancom delays.

The client remains the employer of its people. Xpancom is not a co-employer, staffing firm, or professional employer organization.

04 / Section

Discovery access is read-only until written otherwise.

Discovery starts read-only, with the minimum access that answers the question, under written authorization. Access is revocable. We do not place credentials into intake free text. Production change rights, if any, are listed in the statement of work and remain limited and named.

05 / Section

Ownership, license, export, and exit.

Client materials stay the client's. Xpancom methods, tools, templates, and pre-existing software stay Xpancom's. Deliverables created for the client under a statement of work are licensed or assigned as that statement of work says. Unless it says otherwise, the client receives a perpetual, non-exclusive license to use the deliverables in its own business, and Xpancom may reuse non-confidential methods.

On request at the end of an engagement, we will export client records we hold in the workspace in a reasonable electronic form, then delete or return them according to the retention schedule and the statement of work. Handover obligations are listed in the statement of work so an exit is a planned event, not a surprise.

Data retention

06 / Section

Workforce Transition Commitment is optional.

Where roles are affected, the parties may attach a workforce schedule. Possible provisions include paid preparation, income continuation, benefits assistance, credentials, counseling, or placement support. Those provisions exist only if they are funded and written. They are not benefits Xpancom currently provides to individuals, and nothing on the marketing site creates an entitlement.

Employer transition funds stay separate from Xpancom fees. Confidential counseling does not feed a management scorecard. There are no hidden replaceability scores and no automated employment decisions.

People and Trust

07 / Section

AI output is a proposal.

Model output is a recommendation, not an operating authority. Decisions affecting employment, material financial authority, safety, credit, and significant customer commitments stay with a named person at the client. Approval thresholds are written down by the client, not chosen silently by the implementer.

AI Processing Terms

08 / Section

Confidentiality and publicity.

Each party will protect the other's confidential information with reasonable care and use it only for the engagement. We will not publish the client's name, logo, or results without prior written consent.

09 / Section

Warranty, insurance, and indemnity.

We will perform the services in a professional manner consistent with the statement of work. Except as stated in writing, services are provided as is. The client is responsible for decisions it makes using the work.

Xpancom maintains commercially reasonable insurance for a professional services practice of this kind. Limits, carriers, and certificates are available under non-disclosure. We do not publish coverage amounts on the marketing site.

Each party will defend the other against third-party claims arising from its willful misconduct or its material breach of confidentiality, subject to prompt notice and control of the defense. The client will defend Xpancom against claims that client materials or client instructions infringe or are unlawful.

10 / Section

Limitation of liability.

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of the possibility. Except for a party's confidentiality breach, infringement indemnity, or willful misconduct, each party's aggregate liability under an engagement is limited to the fees paid to Xpancom under that statement of work in the twelve months before the claim. These caps do not limit liability that cannot be limited by law.

11 / Section

Managed AI Operations is scoped, not unlimited, and not automatically 24/7.

Managed operations covers the monitoring, exception handling, maintenance, evaluation, and bounded improvement described in the statement of work. It is not unlimited development and it is not around-the-clock coverage unless the statement of work says so. Hours, escalation, response expectations, backup staffing, and continuity are written per contract.

12 / Section

Term, suspension, termination, and survival.

An assessment or implementation ends when the statement of work says it ends, or when either party terminates for material breach that remains uncured for 30 days after notice. Either party may terminate immediately for unlawful instructions or a security emergency.

On termination we will invoice for work performed, stop new access, and follow the export and deletion path. Confidentiality, IP, limitation of liability, and accrued payment obligations survive.

13 / Section

Governing law.

These terms are governed by the laws of the State of Florida, excluding conflict-of-law rules. Exclusive venue lies in the state courts located in Florida, or the United States District Court for the Middle District of Florida. Notices may be sent to legal@xpancom.com and to the addresses in the statement of work.

Email legal@xpancom.com

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