1 Layer Deep™ OS Terms of Service

Effective Date: the date and time of electronic acceptance at checkout.

Transformation Partner: Libby DeLucien, LLC

Use of the term Transformation Partner. The term Transformation Partner is descriptive only and does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to act for or to legally bind the other unless an express written statement signed by both parties says otherwise.

Purchaser name: [Purchaser Name as provided at checkout]

Representing (legal name of business entity): [Legal Entity Name as provided at checkout]

Throughout these Terms Client refers to the legal entity named in the Representing field.

Acceptance and Purchaser authority. The person identified above as Purchaser represents and warrants they have full authority to bind the entity named in the Representing field to these Terms. Purchaser accepts these Terms by completing payment through Transformation Partner checkout or by clicking the I agree or Pay button on Transformation Partner’s checkout page. The Effective Date of this Agreement is the date and time of the completed payment. Electronic acceptance has the same legal effect as a handwritten signature. Transformation Partner’s records of the checkout transaction including purchaser name, purchaser email, acceptance timestamp, IP address, payment identifiers, and the accepted Terms version will serve as the record of acceptance.

If Transformation Partner reasonably requests written proof of Purchaser authority, Client will provide such proof within ten calendar days. Reasonable proof may include a corporate resolution, certificate of incumbency, articles of organization, operating agreement, partnership agreement, or other governing document. Transformation Partner may suspend performance until adequate proof is provided. If Purchaser lacks authority, Purchaser agrees to indemnify Transformation Partner for losses directly caused by the lack of authority including reasonable costs incurred to enforce this clause.

No manual signature required. A manual signature on paper or PDF is not required for these Terms to be binding. If the parties later execute a written signed copy, that document supplements but does not replace the earlier electronic acceptance.

Legalese in Plain Language

We build a practical operating system for your business. In a 1LD™ OS Transformation, we work closely with your people to do discovery and implementation work. We run Time Audits, conduct “Day in the Live of…” Interviews (or DITLO’s for short), hold Alignment and Intention sessions that surface the real work and the hard conversations, map roles and calendar cadences, capture tribal knowledge into short Microplays, and stage quick wins in a simple portal your team can use. We also help you define KPAs so you can measure the actions that matter.

You will Own the Outcome. That means you provide the people who do the work, decision makers who can approve changes, and timely access to systems and documents. Be ready for short capture sessions, quick reviews, and piloting the Microplays. If a named team member is unavailable we will pause related work until a replacement is named and provide limited re-onboarding as set out in the purchase order. We are not responsible for business losses, missed KPAs, or delays that result from your team members quitting or becoming unavailable during or after the Transformation.

We scope Transformations per person and aim to deliver a first working portal early so your team gets practical value fast. All sessions will be recorded for accuracy, training, and quality control. DITLO recordings are captured to ensure precise capture but raw DITLO recordings are not provided as Deliverables in order to preserve trust with interviewees. Instead Transformation Partner provides Microplays and Employee Findings that capture the actionable steps and Future Frame from DITLOs for your team to use. If a very narrow, mutually agreed reason prevents recording, Transformation Partner and Client will document an alternative capture method in writing.

We own the 1LD frameworks, Microplays, templates, and portal designs and grant you a limited license to use them after payment. You keep ownership of your data. We provide advisory and implementation help. We do not provide legal, tax, accounting, HR, or financial advice and we do not promise specific business results.

We are not liable for losses that result from your choice to implement our advice or from how you implement it. You are responsible for the decisions you make and for the consequences of implementation. Transformation Partner does not guarantee outcomes and is not responsible for consequences that arise from Client implementation of recommendations, except for Transformation Partner’s gross negligence or willful misconduct.

The full Terms include limits on liability and the dispute process including arbitration. You accept these Terms by completing payment at checkout. That electronic acceptance counts as a signature and the full Terms control if anything here is different.

Engagement Overview

The 1 Layer Deep™ OS Transformation is a close, hands on working relationship. Transformation Partner works with Client to observe how work actually happens, to document how people do the work, and to design clear repeatable instructions for daily use. Transformation Partner will interview team members, run Time Audits, map roles, capture standard operating procedures, and create short Microplays and a portal surface that the team can use. Transformation Partner will deliver an initial working portal early in the engagement and will complete and refine artifacts through follow up sessions. Transformations are usually scoped and priced per role to reflect the effort required for each person included in the work.

This work requires steady commitment from both parties. Transformation Partner brings practitioners and a method for converting interviews and observations into usable instructions and tracking tools. Client must provide the people who do the work and decision makers who can make timely choices. Client must give Transformation Partner access to systems, documents, and the subject matter experts needed to capture accurate information. Transformation Partner will rely on Client teams and decision makers to keep the project on schedule. If Client does not provide access or the needed participants, Transformation Partner’s ability to meet planned dates may be limited.

Early calls focus on alignment and execution. During these conversations Transformation Partner and Client confirm fit, intention, and readiness to Own the Outcome. Transformation Partner frames the engagement as a practical implementation process that includes personal interviews and conversations that can surface operational tension. Client should expect intentional conversations that bring clarity about roles and routines and that can change how work is described and performed.

Recording and DITLO handling. Transformation Partner will treat Client operational information with care. All sessions will be recorded for accuracy, training, and quality control. Recordings of routine capture sessions and workshops will be provided as Deliverables for Client reference. DITLOs will be recorded to ensure precise capture but raw DITLO recordings will not be provided as Deliverables in order to preserve the trust and candidness of interviewees. For DITLOs Transformation Partner will provide concise written summaries, Employee Findings, or Microplays that capture the actionable steps and Key Performance Actions. See Section 8.3 for details on retention and access. If Transformation Partner and Client agree in writing to a narrow alternative capture method for a specific DITLO, that agreement will be documented in the purchase order or project plan.

Transformation Partner will design systems to capture tribal knowledge and reduce reliance on single individuals. Transformation Partner will advise on measures to track and retain staff. Client should understand that staff changes can affect timing and results. If a named participant becomes unavailable Transformation Partner will pause related work until Client names a replacement. Transformation Partner will provide limited re onboarding to a replacement. Re onboarding terms and any relevant fees will be set out in the purchase order. Transformation Partner will try to reschedule and to limit disruption. Transformation Partner will not be responsible for business losses or missed performance targets that arise from Client staff turnover.

Transformation Partner seeks usable work products that Client can act on each day. Transformation Partner will help define KPAs and practical ways to measure them. Transformation Partner does not guarantee specific results such as hiring outcomes, revenue amounts, or timing. Results depend on Transformation Partner design, Client execution, and third party systems or vendors. Transformation Partner will set scope and acceptance steps for each deliverable in the purchase order.

1 Scope of Services

1. Services may include discovery and alignment sessions, transformation and implementation work, role mapping, Time Audits, SOP capture, portal configuration, templates, Microplays, training access, and advisory work. Specific deliverables are defined in the purchase order.
2. Transformations are typically scoped per role and include one on one DITLO interviews and capture work to produce role artifacts and core KPAs. Pricing and any portal access for the initial year are confirmed at sale.
3. Services do not include legal, tax, accounting, HR, or compliance services, procurement of third party tools beyond stated deliverables, or ongoing managed operations unless explicitly stated.

2 Client Responsibilities

1. Client will designate decision makers who are authorized to make timely decisions for the project. Transformation Partner will rely on those contacts for approvals and clarifications.
2. Client will provide access to people, systems, data, and documents necessary for Transformation Partner to perform the Services.
3. Client must schedule subject matter experts for interviews and workshops and complete short pre work and reviews within agreed timeframes.
4. Lack of access or unavailable participants may delay the work and Transformation Partner may pause work until access and people are available.

3 Fees Payment and Refunds

1. Fees are the amounts shown at checkout and on the invoice. Client authorizes Transformation Partner and Transformation Partner’s payment processor to charge amounts due including recurring charges where applicable.
2. Each invoice secures Client placement in the Transformation. Transformation Partner reserves personnel and schedules work based on payment.
3. Purchases are final and non refundable unless the purchase order states otherwise. If Transformation Partner materially fails to deliver the Services in the purchase order and fails to cure within thirty days after written notice, Client may be eligible for a pro rata refund for the undelivered portion.
4. Transformation Partner may offer phased payment plans tied to project milestones. Transformation Partner may suspend Services for non payment and overdue amounts may accrue interest. Chargebacks without notice and a chance to cure may be treated as a material breach.

4 Scheduling Cancellations and Recordings

1. Sessions will be scheduled in coordination with Client. Transformation Partner expects timely scheduling of subject matter experts and decision makers.
2. Provide at least twenty four hours notice to reschedule when possible. One reschedule per session is permitted. Missed or late canceled sessions may be considered delivered and billable.
3. Sessions will be recorded for accuracy, training, and quality control. Recordings of routine capture sessions and workshops will be provided as Deliverables for Client reference. DITLO recordings are recorded to ensure precise capture but raw DITLO recordings are not provided as Deliverables. See Section 8.3 for detail.
4. Day to day communications may occur through agreed channels. Formal legal notices must be sent to the email address in the purchase order.

5 Deliverables and Acceptance

1. Deliverables are defined in the purchase order. Transformation Partner will deliver drafts for Client review and provide a review period for acceptance or change requests.
2. Deliverables are accepted when Client confirms in writing that the deliverable meets the acceptance criteria or when Client does not provide reasonable change requests during the review window.
3. When Services include KPI definition and tracking Transformation Partner will implement measurement artifacts and dashboards. Client owns data accuracy and compliance and must provide access. See Section 8.3 for details on retention access and conditions for any disclosure of raw recordings.
4. Recordings as Deliverables. Recordings of routine sessions will be provided as Deliverables for Client reference and training. DITLO recordings are recorded for internal use and for accurate capture but raw DITLO recordings will not be provided as raw Deliverables. Instead Transformation Partner will deliver written summaries or Microplays derived from DITLOs that capture the relevant tasks and Key Performance Actions. Client is responsible for safeguarding Deliverables and for controlling access to recordings and derived materials in accordance with the purchase order and any applicable confidentiality provisions.

6 Employee Turnover and Key Personnel

1. Transformation depends on access to the right people. Transformation Partner will hold in depth interviews and Time Audits to capture how work is done and to create role clarity.
2. If a named participant leaves or becomes unavailable Transformation Partner will pause affected work until Client names a replacement. DITLO recordings of departed participants will be retained by Transformation Partner for the purposes of capture and Microplay creation but will not be released as raw Deliverables.
3. Transformation Partner will provide a limited amount of complimentary re onboarding time and will bill for additional catch up time as described in the purchase order.
4. Transformation Partner will make reasonable efforts to reschedule work and limit disruption. Transformation Partner is not responsible for business losses missed KPAs or missed timelines that result from Client staff turnover. Transformation Partner is also not liable for losses or damages that result from Client’s decision to implement Transformation Partner’s recommendations or from how Client implements those recommendations. Client is solely responsible for choices made in executing advice and for the consequences of implementation. Nothing in this Section limits liability for Transformation Partner’s gross negligence or willful misconduct.
5. If Transformation Partner staff become unavailable Transformation Partner will assign a qualified replacement. If Client reasonably rejects the replacement the parties will negotiate a solution such as a replacement consultant, a refund of unused services or other accommodation.

7 Intellectual Property and Licenses

1. Transformation Partner owns the 1 Layer Deep marks frameworks, templates, portal configurations, trainings, and related materials. Subject to full payment Transformation Partner grants Client a limited non exclusive non transferable internal use license to Transformation Partner materials to implement the Services. Client may not publish resell or distribute Transformation Partner materials outside its organization.
2. Client retains ownership of Client data and materials. Client grants Transformation Partner a license to use Client content to perform the Services and represents it has the right to provide that access.

8 Confidentiality

1. Both parties will protect confidential information and will use it only to perform the Services. Confidential Information excludes information in the public domain independently developed information and information lawfully received from third parties.
2. If a party is required by law to disclose confidential information that party will provide prompt notice if permitted and will cooperate to seek protective treatment.
3. Data protection and access for recordings. Transformation Partner stores recordings securely and limits access to Transformation Partner personnel who need them to perform the Services to train staff or to create Deliverables. Recordings are protected by reasonable administrative technical and physical safeguards appropriate to their sensitivity which may include encryption access controls logging and secure deletion. Raw DITLO recordings are treated as particularly sensitive. Raw DITLO recordings are retained by Transformation Partner for capture and Microplay creation but are not provided as raw Deliverables unless the interviewee gives written consent or Client obtains and documents any required consents. Transformation Partner will retain recordings for the retention period stated in the purchase order or for a reasonable period specified in the project plan and will delete or archive recordings in accordance with that retention schedule. If Transformation Partner becomes aware of a data breach involving recordings Transformation Partner will notify Client in accordance with applicable law and the notice provisions of this Agreement.
4. If Client requests access to a raw DITLO recording for a legitimate business purpose Transformation Partner will consider the request but will provide the recording only if Transformation Partner is satisfied that any interviewee consents are in place and that providing the recording will not violate applicable law or contractual commitments to the interviewee.

9 Warranties Disclaimers and Expectations

1. Transformation Partner provides professional education advisory and implementation assistance. Transformation Partner does not provide legal tax accounting HR or financial advice and Transformation Partner does not guarantee specific commercial outcomes such as hiring results revenue or timing. Client is solely responsible for decisions to implement Transformation Partner’s recommendations and for the outcomes of those implementation decisions. Nothing in this Agreement limits Transformation Partner’s liability for gross negligence or willful misconduct as required by applicable law.
2. Transformation Partner provides the Services and Transformation Partner materials as is except as expressly stated in writing.

10 Limitation of Liability

To the fullest extent permitted by law neither party will be liable for indirect incidental special consequential punitive damages or lost profits. Each party’s aggregate liability for claims related to the Services will not exceed the amounts actually paid by Client to Transformation Partner in the three months prior to the event giving rise to liability. Nothing in this section limits liability for gross negligence or willful misconduct.

11 Indemnification

Client will defend indemnify and hold Transformation Partner and its affiliates officers directors and personnel harmless from third party claims losses liabilities damages costs and expenses arising from Client content Client misuse of the Services Client implementation of Transformation Partner recommendations or Client violation of law or these Terms except to the extent caused by Transformation Partner’s gross negligence or willful misconduct.

12 Term Suspension Termination and Effect

1. The Term begins at purchase and runs for the agreed Service period.
2. Transformation Partner may suspend Services for non payment security risks or material breach. Either party may terminate for uncured material breach.
3. On termination Client’s right to use Transformation Partner materials ends. Payments made are non refundable except to the limited extent stated in the purchase order.

13 Dispute Resolution Governing Law and Venue

The parties will try to resolve disputes in good faith. If unresolved the parties will proceed to binding arbitration administered by the American Arbitration Association under its commercial rules. The governing law and venue are as stated in the purchase order. Parties retain rights to injunctive relief and small claims where applicable.

14 Miscellaneous

1. Transformation Partner may subcontract portions of the Services and will remain responsible for subcontractor performance.
2. Notices must be in writing and delivered by email to the addresses stated in the purchase order.
3. These Terms are the entire agreement except for the written purchase order and project plan which govern specific scope pricing and schedules.