SURFACE ADVISORY GROUP, LLC

Client Engagement Terms and Conditions

Effective Date: September 17, 2026  |  surfaceadvisory.com

These Client Engagement Terms and Conditions (these “Terms”) govern all consulting, advisory, and related services (the “Services”) provided by Surface Advisory Group, LLC, a Maine limited liability company (“Surface Advisory,” “we,” “us,” or “our”), to the client identified in the applicable Statement of Work (“Client” or “you”). These Terms, together with each Statement of Work executed by the parties, form the “Agreement.” By signing a Statement of Work, engaging Surface Advisory to perform Services, or otherwise confirming an engagement in writing, Client agrees to be bound by these Terms.

1. Statements of Work

Each engagement will be described in a written Statement of Work, proposal, or order form (“SOW”) that references these Terms and sets out, at a minimum, the scope of Services, deliverables, timeline, fees, and any engagement-specific terms. If a provision of an SOW conflicts with these Terms, the SOW controls for that engagement only. No Services are owed, and no SOW is binding, until both parties have signed or otherwise confirmed it in writing.

An SOW serves as the wrapper for an engagement and may call out more than one governing document. These Terms govern the consulting Services described in the SOW. Where an engagement also involves TeamFlowsAI or other Surface Advisory-owned or third-party software, platforms, or agent frameworks, the SOW will separately identify that software and reference the distinct agreement and terms and conditions that govern it, as described in Section 6.4.

2. Fees and Payment

Fees, billing method (fixed-fee, milestone-based, or time-and-materials), and payment schedule will be set out in the applicable SOW.

• Invoices are due within fifteen (15) days of the invoice date unless the SOW states otherwise.
• Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Maine law, and Surface Advisory may suspend Services until past-due amounts are paid in full.
• Client is responsible for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services, invoiced with supporting documentation.
• Fees are exclusive of applicable sales, use, and similar taxes, which are Client's responsibility unless Client provides a valid exemption certificate.

3. Term and Termination

The Agreement begins on the effective date of the first SOW and continues until all SOWs then in effect have been completed or terminated. Either party may terminate an SOW for convenience on thirty (30) days' written notice, or immediately on written notice if the other party materially breaches the Agreement and fails to cure within fifteen (15) days of notice of the breach. Upon termination, Client will pay for all Services performed and expenses incurred through the effective date of termination, and Surface Advisory will deliver any completed or in-progress deliverables paid for as of that date. Sections of these Terms that by their nature should survive termination — including Fees and Payment (for amounts owed), Confidentiality, Deliverables and Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions — will survive.

4. Consultant Personnel and Affiliated Consultants

Surface Advisory may perform the Services through its own personnel and through independent, affiliated consultants engaged by Surface Advisory (architects, developers, project managers, and strategists). Surface Advisory remains responsible for the quality and delivery of the Services and for the conduct of any personnel it assigns to an engagement, regardless of whether they are Surface Advisory employees or affiliated consultants. Nothing in the Agreement creates an employment, agency, partnership, or joint venture relationship between Client and Surface Advisory or any affiliated consultant, and neither party has authority to bind the other except as expressly stated in an SOW.

5. Client Responsibilities

Client will:

• Designate a point of contact with authority to make decisions on Client's behalf for the engagement;
• Provide timely access to personnel, systems, data, and information reasonably required to perform the Services;
• Review and respond to deliverables, questions, and approval requests within the timeframes set out in the SOW or, absent a stated timeframe, within a reasonable time; and
• Be responsible for its own business, legal, regulatory, and compliance decisions, including decisions about whether and how to adopt any recommendation, workflow, or agentic system Surface Advisory helps design or evaluate.

Delays caused by Client's failure to meet these responsibilities may extend timelines and increase costs, and Surface Advisory is not liable for resulting delays or additional fees.

6. Deliverables and Intellectual Property

6.1 Client Materials.

Client retains all right, title, and interest in materials, data, and information Client provides to Surface Advisory (“Client Materials”).

6.2 Deliverables.

Subject to full payment of all fees due under the applicable SOW, Surface Advisory assigns to Client all right, title, and interest in the final work product identified as a deliverable in that SOW (“Deliverables”), excluding any Surface Advisory Background IP incorporated into them.

6.3 Background IP.

Surface Advisory retains all right, title, and interest in methodologies, frameworks, know-how, templates, tools, and other materials that Surface Advisory owned or developed prior to, or independently of, the engagement (“Background IP”), including its “We Surface” methodology and related frameworks. To the extent Background IP is incorporated into a Deliverable, Surface Advisory grants Client a non-exclusive, perpetual, royalty-free license to use that Background IP solely as incorporated in the Deliverable and for Client's internal business purposes.

6.4 TeamFlowsAI and Third-Party Tools.

The Services and these Terms do not include or grant any license to TeamFlowsAI or other Surface Advisory-owned or third-party software, platforms, or agent frameworks. Where an engagement also involves such software, the applicable SOW will identify it and reference the separate agreement and terms and conditions that govern it. That separate agreement, and not these Terms, governs Client's access to and use of the software, and no ownership interest in the software is transferred under this Agreement.

6.5 Feedback.

Surface Advisory may use general know-how, skills, and experience gained while performing the Services, provided it does not disclose Client's Confidential Information or infringe Client's rights in the Deliverables.

7. Confidentiality

Each party may receive non-public, proprietary information of the other party in connection with the Agreement (“Confidential Information”). Each party will use the other's Confidential Information solely to perform its obligations or exercise its rights under the Agreement, protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity (and no less than reasonable care), and disclose it only to employees, affiliated consultants, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Section. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information to the extent required by law or court order, provided it gives the other party prompt notice where legally permissible.

8. Use of Artificial Intelligence Tools

The Services may involve the design, evaluation, configuration, or use of artificial intelligence systems, agentic workflows, and related third-party platforms (“AI Tools”). Client acknowledges that:

• AI Tools can produce outputs that are inaccurate, incomplete, or unsuitable for a particular purpose, and outputs should be reviewed by qualified personnel before being relied upon;
• Surface Advisory does not warrant the accuracy, reliability, or fitness of any AI Tool, model, or third-party platform used in connection with the Services, whether developed by Surface Advisory, Client, or a third party;
• Human review and decision-making remain Client's responsibility at every point where an AI Tool's output informs a business, legal, financial, medical, safety, or personnel decision, consistent with Surface Advisory's human-orchestrated approach to agentic systems; and
• Where Client Materials are processed by a third-party AI platform as part of the Services, that platform's own terms and data-handling practices apply, and Surface Advisory is not responsible for that platform's acts or omissions.

8.1 Zero Data Retention with Underlying Model Providers.

Where Surface Advisory directly accesses large language models from Anthropic (Claude), OpenAI, Google (Gemini), or xAI (Grok) through those providers' commercial APIs in performing the Services, that access is subject to zero data retention (“ZDR”) terms in Surface Advisory's agreements with each provider, under which Client data submitted through the API is not retained by the provider beyond what is needed to process the request and is not used to train the provider's models. This ZDR protection applies specifically to Surface Advisory's own direct, API-based use of these four providers and does not automatically extend to other third-party AI Tools or platforms that may be part of an engagement, which the applicable SOW will identify.

9. Data Protection

Each party will comply with applicable data protection and privacy laws relevant to its role in the engagement. Where Surface Advisory processes personal data on Client's behalf in delivering the Services, the parties will enter into a separate data processing agreement or addendum if required by applicable law before such processing begins. Client is responsible for having the legal right to share any personal data it provides to Surface Advisory and for obtaining any consents required to do so.

10. Warranties and Disclaimers

10.1 Mutual Warranty.

Each party represents that it has the authority to enter into the Agreement and will comply with applicable laws in performing its obligations.

10.2 Services Warranty.

Surface Advisory will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

10.3 Disclaimer.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND ANY DELIVERABLES, RECOMMENDATIONS, ANALYSES, OR AI TOOLS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS, FINANCIAL, OR OPERATIONAL RESULT. ADVICE AND RECOMMENDATIONS PROVIDED BY SURFACE ADVISORY ARE STRATEGIC AND ADVISORY IN NATURE AND DO NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE; CLIENT SHOULD CONSULT QUALIFIED PROFESSIONALS FOR SUCH MATTERS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SURFACE ADVISORY UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF THE CONFIDENTIALITY SECTION, OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Indemnification

Each party (“Indemnifying Party”) will indemnify, defend, and hold harmless the other party from third-party claims, damages, and reasonable expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's gross negligence, willful misconduct, or breach of the Confidentiality section of the Agreement. The indemnified party will give prompt written notice of any claim, allow the Indemnifying Party to control the defense and settlement (subject to the indemnified party's consent, not unreasonably withheld, for any settlement that admits fault or imposes non-monetary obligations), and reasonably cooperate at the Indemnifying Party's expense.

13. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor dispute, internet or utility outage, government action, or widespread outage of a third-party platform relied upon to deliver the Services, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

14. Dispute Resolution and Governing Law

The Agreement is governed by the laws of the State of Maine, without regard to its conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute through negotiation between designated representatives within thirty (30) days of written notice of the dispute. If unresolved, the dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Maine, and each party consents to personal jurisdiction and venue there. Nothing in this Section prevents either party from seeking injunctive relief to protect its Confidential Information or intellectual property.

15. General Provisions

15.1 Independent Contractor.

Surface Advisory performs the Services as an independent contractor, not as Client's employee, agent, or partner.

15.2 Assignment.

Neither party may assign the Agreement without the other's prior written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all its assets.

15.3 Notices.

Notices under the Agreement must be in writing and delivered by email (with confirmation of receipt), courier, or certified mail to the addresses designated in the applicable SOW.

15.4 Entire Agreement; Amendment.

The Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes prior discussions or agreements on that subject. It may be amended only by a written instrument signed by both parties.

15.5 Severability; Waiver.

If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect. No waiver of any provision is effective unless in writing, and no waiver of one breach is a waiver of any other.

15.6 Counterparts; Electronic Signature.

An SOW may be executed in counterparts, including by electronic signature, each of which is deemed an original.

16. Contact

Initial inquiries may be directed to Surface Advisory Group, LLC at hello@surfaceadvisory.com or through surfaceadvisory.com. Questions about these Terms or an active engagement should be directed to Alan Boucher, Managing Director, at alan@surfaceadvisory.com.