LegalTerms

Terms of Service

Effective 27 August 2026 · Centralux AI LLC

1. Acceptance

These Terms of Service govern your use of the website at centralux.ai and set out the standing terms on which Centralux provides services. By using this website you agree to sections 3, 13, 14, 15, 17, 18 and 19. The remaining sections describe the terms that apply to a client engagement, and take effect when a written engagement agreement is signed.

If you do not agree with these terms, please do not use the site.

2. Who we are

Centralux AI LLC is a limited liability company organized under the laws of the State of North Carolina, United States, with its office at 109 Hay St Suite 202, Fayetteville, NC 28301. “Centralux,” “we,” “us,” and “our” refer to that company. “You” refers to a visitor to this site or, in the engagement sections, to our client.

3. This website

This site is informational. It describes what we do and how to reach us. Nothing on it is an offer capable of acceptance, a quotation, a guarantee of availability, or a contract. Using the site does not make you a client and does not create any professional or advisory relationship.

We may change, add to or remove content on this site at any time without notice. We aim to keep it accurate, and it may still contain errors or become out of date.

Nothing on this site is legal, tax, accounting, financial or other professional advice. Do not act on it as though it were.

4. Services

Centralux provides software engineering and technical services to businesses. In general terms, that work covers:

  • Operations centralization — consolidating scattered tools, records and manual processes into a single operational system of record
  • Quote-to-cash automation — connecting estimating, approval, scheduling, invoicing and payment reconciliation, with an audit trail
  • Talk-to-your-data interfaces — natural-language question interfaces over a client’s own business data, with source citation
  • Data-integrity engineering — tenant isolation, data provenance, reconciliation, failure handling and auditability

The specific scope, deliverables, acceptance criteria, timeline and price for any piece of work are defined in a written engagement agreement or statement of work, not by this page and not by anything described on the services page.

5. Engagements and what governs them

Every engagement is governed by a signed written agreement between Centralux and the client. Where that agreement conflicts with these terms, the signed agreement controls for that engagement.

Work is typically structured in phases, each separately scoped and separately priced, so that either party may decline to proceed to the next phase. Declining a subsequent phase is not a breach of anything.

6. Discovery calls and proposals

Discovery calls are provided at no charge and carry no obligation on either side. A proposal we send is valid for the period stated on it, and if none is stated, for thirty days. A proposal is not binding on either party until it is signed.

What you tell us on a discovery call about your business is treated as confidential under section 10, whether or not an agreement is ever signed.

7. Fees and payment

Fees are stated in the engagement agreement. Our standing practice is a fixed fee per phase, agreed in writing before work on that phase begins, rather than hourly billing or per-seat licensing.

  • Invoices are payable in United States dollars on the terms stated on the invoice.
  • Third-party costs incurred on the client’s behalf — cloud hosting, model or API usage, licences for tools the client selects — are the client’s responsibility and are billed at cost or paid directly by the client on the client’s own accounts, as the engagement agreement specifies.
  • Fees are exclusive of taxes. The client is responsible for any applicable sales, use or similar taxes, excluding taxes on our income.
  • We may suspend work on materially overdue invoices after giving written notice and a reasonable opportunity to cure.

8. Client responsibilities

Delivery depends on the client. Specifically, the client agrees to:

  • Provide timely access to the systems, accounts, data and people the work requires
  • Nominate a decision-maker with authority to approve scope and sign off deliverables
  • Warrant that it has the right to grant us access to any system or data it gives us access to, and that doing so does not breach its obligations to a third party
  • Maintain its own backups of source systems, and keep its own credentials secure
  • Review and test deliverables within the acceptance period stated in the engagement agreement

Delays caused by the client’s inability to provide access, decisions or data may shift agreed dates. We will say so in writing when it happens rather than absorbing it silently.

9. Intellectual property

9.1 This website and our brand

The content, design, code and layout of this website are owned by Centralux. The name “Centralux,” the Centralux mark, and the visual identity used here are our marks. You may not copy the site’s design or use our marks without written permission. You may of course quote or link to the site normally.

9.2 Deliverables

Unless the engagement agreement says otherwise, custom deliverables built specifically for a client — the application code, configuration, schemas and documentation produced for that engagement — become the client’s property upon full payment for the phase in which they were produced.

9.3 Pre-existing and general materials

We retain ownership of anything we bring to an engagement that existed beforehand, and of general-purpose tools, libraries, patterns and know-how we develop across our work. Where such materials are embedded in a deliverable, the client receives a perpetual, worldwide, royalty-free licence to use, modify and maintain them as part of that deliverable.

9.4 Client materials

The client’s data, content, trademarks and pre-existing systems remain the client’s property throughout. We claim no ownership over them at any point.

10. Confidentiality

Each party will keep the other’s non-public information confidential, use it only for the purpose of the engagement, and protect it with at least reasonable care. This applies from the first conversation, not from the signature date.

It does not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or must be disclosed by law — in which case the disclosing party will give notice where it is lawful to do so.

We do not publish client names, logos, screenshots or case studies without specific written permission. Our default is that we do not name our clients at all.

11. Data protection

How this website handles information is described in our Privacy Policy. Data processed during an engagement is governed by the engagement agreement.

Our standing posture, which the engagement agreement is written to reflect: client data is held in single-tenant isolation; it is not pooled with any other client’s data; it is not used to train machine-learning models; it is not disclosed to any third party the engagement has not named; and ownership remains with the client, including on termination.

12. Third-party services

Engagements typically involve third-party platforms — accounting systems, scheduling tools, payment processors, cloud providers, model APIs. Those services are provided by their own vendors under their own terms, and we do not control their availability, pricing, functionality or changes to their interfaces.

We will design for the failure of those services where it is reasonably possible to do so, and we are not liable for their outages, deprecations, pricing changes or breaches.

13. Acceptable use of this site

You agree not to: attempt to gain unauthorized access to this site or any system connected to it; interfere with its operation; use it to distribute malware; or harvest content from it in bulk for the purpose of training a machine-learning model or building a competing service. Ordinary browsing, linking, quoting and search-engine indexing are all fine.

14. Disclaimers

This website is provided “as is” and “as available,” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the site will be uninterrupted, error-free, or free of harmful components.

Warranties relating to delivered work are stated in the engagement agreement for that work. We do not make performance, revenue, savings or outcome guarantees on this website or anywhere else, and nothing described on this site should be read as a promise of a business result.

15. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of data, arising out of or relating to this website or an engagement, even if advised of the possibility.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to an engagement is limited to the fees actually paid to us by the client under that engagement in the twelve months preceding the event giving rise to the claim. Our total aggregate liability arising out of your use of this website, where you are not a client, is limited to one hundred United States dollars.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, gross negligence or willful misconduct.

16. Term and termination

These website terms apply while you use the site. An engagement may be terminated as set out in its agreement; in the absence of a stated provision, either party may terminate on thirty days' written notice, the client pays for work performed and accepted up to the termination date, and we hand over deliverables paid for, together with the credentials and documentation needed to operate them.

Sections 9, 10, 11, 14, 15, 18 and 19 survive termination.

17. Changes to these terms

We may update these terms. The current version is always published on this page with its effective date. Changes apply from the date they are published and do not retroactively alter a signed engagement agreement, which can only be changed by written agreement between the parties.

18. Governing law and disputes

These terms, and any dispute arising out of or relating to them, this website, or an engagement, are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Cumberland County, North Carolina, and waive any objection to venue there.

Before filing anything, the parties agree to attempt to resolve the dispute in good faith by direct discussion between people with authority to settle it, for at least thirty days after written notice describing the dispute. This does not prevent either party from seeking injunctive relief to protect confidential information or intellectual property.

19. General

  • Entire agreement. These terms, together with any signed engagement agreement and our Privacy Policy, are the entire agreement on their subject matter and replace prior discussions about it.
  • Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
  • No waiver. Not enforcing a provision on one occasion is not a waiver of it.
  • Assignment. Neither party may assign an engagement without the other’s written consent, except to a successor of substantially all of its business.
  • Independent contractor. We are an independent contractor. Nothing here creates a partnership, joint venture, agency or employment relationship.
  • Force majeure. Neither party is liable for a delay caused by an event beyond its reasonable control, provided it gives prompt notice and works to mitigate.
  • Notices. Notices to us may be sent to the email or postal address in section 20 and are effective on receipt.

20. Contact

Questions about these terms:

Centralux AI LLC
109 Hay St Suite 202
Fayetteville, NC 28301
United States
contact@centralux.ai

See also our Privacy Policy.