Terms of Service

These Terms of Service apply to all visitors to this website and to all clients who engage Layner Corporation for consulting services. Your engagement with Layner begins on the date both parties execute an engagement letter — not on the date you visit this website or submit an inquiry form.

If you do not agree to these terms, do not use this website or engage our services. We may update these terms from time to time; material changes will be posted here with a revised "Last Updated" date and will take effect 30 days after posting. For active engagements, the terms in effect at the time your engagement letter is executed govern that engagement unless the parties agree otherwise in writing.

Layner Corporation provides advisory and administrative consulting services in three areas: business entity formation, regulatory licensing and compliance, and payment systems advisory. Our work product consists of guidance, documentation preparation, filing coordination, and strategic recommendations tailored to your specific business situation.

Layner Corporation is not a law firm, does not provide legal advice, and does not represent clients before courts or administrative agencies in any legal capacity. Layner is not a certified public accountant and does not provide tax advice or prepare tax returns. Layner is not a registered investment advisor. Layner is not a payment processor, an independent sales organization, or a money services business, and we do not place, procure, or broker payment accounts on your behalf.

The advice and guidance we provide is general business advisory. We strongly encourage every client to retain independent legal counsel and a qualified tax professional for matters that require those credentials. Nothing in our engagement is a substitute for that independent professional review.

Our standard engagement process is as follows: (1) an initial discovery call or consultation to understand your needs; (2) a custom written proposal stating the scope of work and professional fees; (3) your review and execution of an engagement letter that incorporates the proposal; (4) commencement of work after the engagement letter is signed and any required deposit is received; and (5) invoicing upon completion of agreed milestones or at the intervals specified in the engagement letter.

An engagement letter, signed by both parties, is required before any billable work begins. Verbal agreements, email exchanges, or form submissions on this website do not constitute an engagement and do not bind Layner to perform services or hold any fee. Layner reserves the right to decline any engagement at its sole discretion.

You agree to provide Layner with accurate, complete, and timely information as reasonably necessary for us to perform the agreed services. You acknowledge that the quality of our work product depends directly on the accuracy of the information you provide. Layner is not liable for errors in filings or documents that result from inaccurate or incomplete information you supply.

You agree to make all requested documents, authorizations, and signatures available within the timeframes specified in the engagement letter. Delays caused by your failure to provide required information may extend the project timeline and, where the delay is material, may result in additional fees disclosed to you before they are incurred.

You represent and warrant that you are engaging Layner for lawful purposes only, that the business activities you describe to us are accurate, and that you will not use any Layner work product in furtherance of any unlawful activity.

Our professional fees are quoted in your engagement letter before any work begins. Fees are fixed per engagement unless the scope of work changes, in which case Layner will issue a written change order stating the revised fees before proceeding with out-of-scope work.

Pass-through costs — including state filing fees, federal agency fees, registered agent fees paid to third parties, IRS fees, and similar government or third-party charges — are separate from Layner's professional fees. These costs are invoiced to you at their actual cost with no markup unless otherwise stated in the engagement letter. Pass-through fees are non-refundable once remitted to the applicable government agency or third party.

Invoices are payable within the time period stated on the invoice. Layner does not maintain any payment infrastructure on this website. All invoices are issued off-site through a third-party invoicing provider; payment instructions are provided in each invoice. Layner does not store your payment credentials.

Layner advises, prepares, and submits on your behalf — but approval authority rests entirely with government agencies, financial institutions, and other third parties. We do not guarantee and cannot guarantee that any state agency will approve a filing, that any federal agency will grant an application, that any financial institution will open an account, or that any payment infrastructure provider will approve an application.

Processing times, approval criteria, and decisions by third parties are outside our control. Layner will exercise professional care in preparing and submitting your filings, but an unfavorable outcome from a third party — including rejection, a request for additional information, or a delayed response — is not grounds for a refund of Layner's professional fees except as provided in the Refund and Cancellation Policy.

To the fullest extent permitted by applicable law, Layner's aggregate liability to you for any claim arising out of or related to a consulting engagement — whether in contract, tort, or otherwise — is limited to the total professional fees you paid to Layner during the twelve-month period preceding the event giving rise to the claim.

Layner is not liable under any circumstances for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of business opportunities, or loss of data, even if advised of the possibility of such damages.

The foregoing limitations do not apply to liability arising from Layner's gross negligence, willful misconduct, or fraud.

Each party agrees to hold the other party's non-public, confidential business information in confidence and not to disclose it to third parties without the disclosing party's prior written consent, except as required by law, regulation, or court order.

"Confidential information" means any information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. It does not include information that (a) is or becomes publicly known through no breach of this agreement, (b) was already known to the receiving party before disclosure, (c) is independently developed by the receiving party without use of the confidential information, or (d) is received from a third party free of any obligation of confidentiality.

This confidentiality obligation survives the termination of the engagement for a period of three years.

Work product that Layner creates specifically for your engagement — including completed filings, draft documents, memos, and reports delivered to you — becomes your property upon full payment of the professional fees for the engagement in which that work product was created.

Layner retains ownership of all pre-existing materials, templates, methodologies, processes, general know-how, and tools that Layner uses or develops in the course of engagements generally, including any components of work product that reflect those retained elements. Nothing in an engagement letter grants you a license to Layner's general tools or templates beyond what is embodied in the specific deliverables you receive.

Either party may terminate an active engagement by providing the other party with at least ten business days' written notice. "Written notice" means notice delivered by email to the contact address stated in the engagement letter.

Upon termination, you are responsible for all professional fees earned through the termination date, prorated as necessary for any partially completed milestone. Pass-through fees that have already been remitted to a government agency or third party are non-refundable. Layner will provide you with all completed work product for which fees have been paid.

Layner may terminate an engagement immediately if you materially breach these terms or the engagement letter and fail to cure the breach within five business days of written notice.

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, employees, and representatives from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to the indemnifying party's breach of these terms, violation of applicable law, or willful misconduct.

This mutual indemnification obligation does not apply to claims caused by the indemnitee's own gross negligence, willful misconduct, or fraud.

These Terms of Service and all engagement letters are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.

Any dispute arising out of or related to these terms or any engagement that is not resolved through the parties' good-faith efforts shall be submitted first to non-binding mediation in Philadelphia, Pennsylvania. If mediation does not resolve the dispute within 60 days of a written mediation request, either party may pursue the claim in the state or federal courts located in Philadelphia County, Pennsylvania. Both parties consent to the exclusive jurisdiction of those courts for any such action.

All legal notices under these Terms of Service must be delivered in writing to:

Layner Corporation 1170 Hellerman St, Fl 2 Philadelphia, PA 19111

Or by email to laynercorporation@gmail.com with "Legal Notice" in the subject line. Notices are effective upon confirmed receipt.

This policy was prepared in consultation with public legal resources and is provided for transparency. Layner recommends that clients consult their own counsel for matters specific to their situation. Contact us at the email or phone above with any questions.