Professional Services Terms & Conditions

Last Updated: March 3, 2025

These Professional Services Terms & Conditions (the “Terms”) govern the professional services (“Services”) provided by Ascent Advisory Group, LLC (“Ascent Advisory Group”) to each customer (“Customer”) who enters into any Order Form or Statement of Work referencing these Terms. By executing an Order Form or Statement of Work that references these Terms, or by receiving any Services, Customer agrees to be bound by these Terms.

1. PROVISION OF SERVICES

1.1 Order Forms and Statements of Work

Customer may purchase Services by entering into a written Order Form that references these Terms. Each Order Form must include or attach a Statement of Work (“SOW”) describing the specific Services, deliverables, schedule, milestones, and pricing.

The Order Form and any incorporated SOW will be governed by and incorporated into these Terms.

In the event of a conflict between any provision in an Order Form (including its SOW) and these Terms, these Terms control unless the Order Form expressly provides otherwise.

1.2 Scope of Services

Subject to these Terms, Ascent Advisory Group will provide the Services outlined in the applicable Order Form and/or SOW. Any changes to the scope of Services (including modifications to deliverables, timelines, or fees) must be agreed upon in a written change order signed by both parties (“Change Order”).

1.3 Non-Exclusivity

These Terms do not grant either party an exclusive right to receive or provide services. Each party remains free to contract with third parties for comparable services.

1.4 Independent Contractor

Ascent Advisory Group is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or similar relationship. Neither party has authority to bind the other.

1.5 Subcontractors

Ascent Advisory Group may use subcontractors to perform its obligations under these Terms, provided Ascent Advisory Group remains fully responsible for their performance.

1.6 Cooperation

Each party agrees to perform, execute, and deliver all acts and documents reasonably required to effectuate these Terms and any Order Form.

1.7 Interpretation

No provision of these Terms shall be construed more strictly against one party merely because that party drafted it. Both parties have had equal opportunity to review and negotiate these Terms.

2. CUSTOMER RESPONSIBILITIES

2.1 General Cooperation

Customer must:

Fulfill all tasks and responsibilities specified in each Order Form/SOW.

Provide Ascent Advisory Group with access to personnel and relevant Customer information necessary for performance.

Provide accurate and complete business requirements.

Make timely decisions and approvals to avoid delays.

2.2 Acceptance of Deliverables

Upon delivery of each deliverable, Customer will have five (5) business days (the “Acceptance Period”) to review or test it.

Within two (2) days after the Acceptance Period, Customer must provide written notice of acceptance or rejection (with detailed reasons for any rejection). If no response is provided by the end of this two-day window, the deliverable is deemed accepted.

If Customer rejects a deliverable, Ascent Advisory Group will have thirty (30) days to cure any material issues. Customer will then have a new Acceptance Period to review the updated deliverable.

Deliverables may only be rejected due to material, technical findings affecting validity (not for minor formatting or typographical issues).

3. FEES, EXPENSES, AND PAYMENT TERMS

3.1 Fees

Customer shall pay the fees set out in the Order Form for the Services provided by Ascent Advisory Group.

3.2 Time-and-Materials Engagements

Where Services are provided on a time-and-materials basis, fees will be calculated using Ascent Advisory Group’s hourly rates as set forth in the Order Form. Ascent Advisory Group will invoice monthly in arrears, including an itemized breakdown of any agreed-upon expenses.

3.3 Fixed-Fee Engagements

Where Services are provided for a fixed fee:

Payment at Inception: Customer pays the total fixed fee at the start of the engagement.

Schedule-Based Payments: Customer pays according to a milestone or monthly schedule set out in the Order Form.

Deliverable-Based Payments: Payment is due upon acceptance of deliverables, subject to Section 2.2.

3.4 Invoices

Ascent Advisory Group shall submit invoices as specified in the Order Form.

3.5 Expenses

Customer will reimburse Ascent Advisory Group for reasonable travel and out-of-pocket expenses incurred in performing the Services, provided such expenses are consistent with any applicable expense policies or guidelines agreed upon in writing.

3.6 Payment Terms

Payment is due within thirty (30) calendar days of Customer’s receipt of a valid invoice.

If Customer disputes an invoice, it must provide written notice within seven (7) calendar days, specifying the reasons for the dispute. Otherwise, the invoice is deemed accepted.

All fees are in U.S. dollars and shall be paid by check, ACH, or wire transfer.

3.7 Late Payments

Any payment not received within five (5) calendar days after its due date may incur a late fee of five percent (5%) of the unpaid amount plus interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law. Customer is responsible for all costs and attorneys’ fees incurred by Ascent Advisory Group in collecting overdue amounts. Ascent Advisory Group may suspend Services if payments are not made when due.

3.8 Taxes

Customer is responsible for all applicable sales, use, and excise taxes and any other similar taxes, duties, or charges (excluding taxes on Ascent Advisory Group’s income).

4. CHANGE ORDERS

4.1 Change Requests

Changes to the scope or nature of the Services must be documented in a mutually agreed-upon Change Order. Upon receiving Customer’s request, Ascent Advisory Group will provide a written estimate of any price or schedule adjustments. The parties will memorialize any agreed-upon change in a Change Order signed by both parties before work commences on the new scope.

5. TERMINATION

5.1 Termination for Cause

Either party may terminate these Terms and any outstanding Order Forms if the other party:

Materially breaches any of its obligations and fails to remedy the breach within thirty (30) calendar days of receiving written notice.

Becomes insolvent, files bankruptcy, or is subject to any proceeding under bankruptcy or insolvency laws.

5.2 Consequences of Termination

Customer must pay Ascent Advisory Group for all Services rendered and expenses incurred up to the termination date (including any non-cancellable obligations Ascent Advisory Group has incurred on Customer’s behalf).

If only part of the Services is terminated, Ascent Advisory Group will continue providing any remaining Services.

5.3 Return of Materials

Upon termination, Ascent Advisory Group will promptly return all Customer materials and data (“Customer’s Data”) after Customer pays any outstanding amounts, including any reasonable costs associated with returning such data.

5.4 Transition Assistance

If requested, Ascent Advisory Group will provide reasonable transitional assistance to facilitate a smooth transfer of Services to Customer or another provider, subject to additional fees if not already included in the Order Form.

6. INTELLECTUAL PROPERTY

6.1 Work Product

All deliverables or other work products created specifically for Customer under these Terms (“Work Product”) and paid for in full by Customer shall be considered “work made for hire” and owned solely by Customer.

Ascent Advisory Group retains sole ownership of any intellectual property, methods, tools, know-how, and processes (“Ascent Advisory Group Property”) that pre-exist these Terms or that Ascent Advisory Group develops independently from its work on Customer’s project.

6.2 Use of Customer Materials

All Customer materials provided to Ascent Advisory Group are and remain Customer’s property. Ascent Advisory Group will use such materials solely for performing the Services and will not disclose them to third parties except as required to perform the Services or as otherwise authorized by Customer in writing.

6.3 Confidential Information

Each party agrees to keep confidential all non-public, proprietary, or confidential information disclosed by the other party (“Confidential Information”).

Confidential Information may only be disclosed to employees or contractors on a need-to-know basis, and those individuals must be bound by obligations of confidentiality at least as protective as those in these Terms.

If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party (unless legally prohibited) so that the disclosing party may seek a protective order or other remedy.

7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

7.1 Mutual Representations and Warranties

Each party represents and warrants that:

It is duly formed, validly existing, and in good standing under the laws of its jurisdiction.

It has the legal right and authority to enter into these Terms and perform its obligations hereunder.

Entering into these Terms does not conflict with any obligation it has to any third party.

7.2 Customer Representations

Customer represents and warrants that:

It has obtained all required approvals for Ascent Advisory Group’s access to its systems, networks, and data in order to perform the Services.

Ascent Advisory Group’s use of Customer’s data and systems as set forth in the Order Form will not violate any third-party rights.

7.3 Ascent Advisory Group Representations

Ascent Advisory Group represents and warrants that:

It will perform the Services in a professional and workmanlike manner, using personnel of requisite skill and experience, and in material compliance with all applicable laws.

Any deliverables will substantially conform to the specifications described in the applicable Order Form/SOW at the time of delivery.

To Ascent Advisory Group’s knowledge, use of the deliverables (as provided) does not infringe any valid and enforceable U.S. intellectual property right of a third party.

7.4 Disclaimers

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, THE SERVICES, DELIVERABLES, AND ANY MATERIALS ARE PROVIDED “AS IS.” EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Certain Damages

Neither party shall be liable to the other for any indirect, consequential, exemplary, incidental, or punitive damages, including loss of profits or revenue, even if advised of the possibility of such damages.

8.2 Liability Cap

Each party’s aggregate liability arising out of or relating to these Terms (regardless of theory of liability) shall not exceed two (2) times the total fees actually paid by Customer to Ascent Advisory Group under the applicable Order Form in the twelve (12) months preceding the event giving rise to liability.

8.3 Data Loss

Ascent Advisory Group is not responsible for any lost or corrupted Customer data if such loss or corruption arises from factors beyond its reasonable control.

9. INDEMNIFICATION

Subject to the limitations in Sections 7 and 8, each party shall indemnify and defend the other (including its affiliates, employees, and directors) from and against losses, damages, or liabilities (including reasonable attorneys’ fees) arising from third-party claims resulting from the indemnifying party’s negligence, willful misconduct, or material breach of these Terms. This indemnification does not apply to the extent the loss results solely from the gross negligence or willful misconduct of the indemnified party.

10. NON-SOLICITATION

10.1 Restriction

During the term of these Terms and for eighteen (18) months thereafter, Customer will not directly or indirectly solicit for employment (or contract with) any individual or entity who is or was an employee, consultant, or subcontractor of Ascent Advisory Group during the term of these Terms, without Ascent Advisory Group’s prior written consent.

10.2 Liquidated Damages

If Customer breaches Section 10.1, Customer will pay Ascent Advisory Group a sum equal to one (1) year of that individual’s compensation (including any recruitment costs and reasonable attorneys’ fees incurred to enforce this provision).

11. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including acts of God, government orders, natural disasters, labor disputes, pandemics, or similar events (“Force Majeure”). Any performance dates shall be extended by the period of delay caused by Force Majeure.

12. NOTICES

All notices must be in writing and given by hand, reputable overnight courier, certified mail (return receipt requested), or email (with delivery confirmation) to the addresses specified in the applicable Order Form, or to any other address a party designates in writing.

13. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. However, Ascent Advisory Group may assign these Terms without Customer’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

14. WAIVER

No waiver is effective unless in writing and signed by the waiving party. Failure or delay in exercising any right or remedy shall not operate as a waiver of any right or remedy.

15. REMEDIES

Both parties acknowledge that a breach of Sections 6 (Intellectual Property), 6.3 (Confidential Information), 10 (Non-Solicitation), or 16.7 (Publicity) may cause irreparable harm. In addition to all other remedies, the affected party is entitled to injunctive relief without the necessity of posting a bond.

16. MISCELLANEOUS

16.1 No Third-Party Beneficiaries

These Terms do not create any rights or benefits for any third party.

16.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

16.3 Dispute Resolution

The parties shall attempt in good faith to resolve disputes through direct negotiation. If unresolved, any dispute arising from these Terms shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association. The arbitration shall take place in or near Montgomery County, Maryland, unless otherwise agreed. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Governing Law

These Terms are governed by the laws of the State of Maryland, without regard to its conflict-of-laws principles.

16.5 Survival

Provisions related to payment, confidentiality, intellectual property, non-solicitation, limitation of liability, indemnification, dispute resolution, and all other clauses that, by their nature, should survive termination, will remain in effect.

16.6 Entire Agreement

These Terms (together with any Order Forms or SOWs) constitute the entire agreement between the parties and supersede all prior or contemporaneous negotiations, discussions, or agreements.

16.7 Publicity

Customer consents to Ascent Advisory Group’s use of Customer’s name and logo in Ascent Advisory Group’s marketing and promotional materials, including customer lists, press releases, and website content, without further consent or approval.