Professional services terms.

Effective date: September 21, 2026

These Professional Services Terms describe the framework for business services provided by Ascent Advisory Group, LLC ("Ascent," "we," or "us"). They apply when an authorized customer ("you") accepts a written Order Form or Statement of Work that incorporates them. They also explain the scope of information and demonstrations on our website.

1. Your engagement with Ascent

Each engagement must identify the services, deliverables, responsibilities, schedule, fees and applicable version of these Terms in a written Order Form or Statement of Work ("SOW") accepted by authorized representatives. Visiting the website, sending an inquiry, receiving general information or viewing a demonstration does not create a paid engagement, authorize access to your systems or constitute agreement to arbitration.

The engagement documents and incorporated Terms form the agreement. A signed provision that expressly varies these Terms controls on that subject. An applicable data processing agreement or mandatory transfer instrument controls for its subject matter, and mandatory law always controls. The terms accepted for a signed engagement continue to govern unless amended through its agreed process or as required by law.

2. Scope and delivery

We will perform the agreed services with reasonable care and skill, using appropriately qualified personnel, and in material compliance with laws applicable to our performance. Deliverables will substantially conform to the specifications in the SOW when delivered. A proposed change to scope, deliverables, fees or timing requires a written change order accepted by both parties before the additional work begins.

We act as an independent contractor. Neither party may bind the other or represent that this agreement creates a partnership, agency, employment relationship or joint venture. Engagements are non-exclusive. We may use subcontractors subject to appropriate confidentiality and applicable data requirements, and remain responsible for their performance of our contractual obligations.

3. Customer cooperation and approvals

You will provide accurate requirements, timely decisions, an authorized contact and the personnel, information and access reasonably needed for the agreed work. You are responsible for having the rights and permissions needed to provide that access and information. We will identify material dependencies; resulting changes to scope, cost or timing require agreement rather than an automatic additional charge.

Unless the SOW specifies another process, you have five business days after delivery to review a deliverable and identify any material failure to meet its agreed specifications. Please explain the issue in writing. We will have thirty calendar days to correct a substantiated material issue, or another period agreed in writing, followed by a further review period. Silence does not waive claims for latent defects, express warranty breaches, fraud or nonwaivable statutory rights.

4. Fees, expenses and payment

Fees and the billing basis must appear in the SOW. Time-and-materials work is invoiced monthly in arrears at the agreed rates unless otherwise agreed. Fixed fees are payable according to the agreed inception, milestone or deliverable schedule. We will identify reimbursable expenses and obtain any approval required by the SOW. You are responsible for applicable transaction taxes, excluding taxes on our income.

Unless the SOW states otherwise, payment is due within thirty calendar days of receipt of a valid invoice, in U.S. dollars by an agreed payment method. Please raise an invoice concern promptly, preferably within seven calendar days, with enough information for us to investigate. A good-faith dispute will be considered on its merits; undisputed amounts remain due.

Where legally permitted, undisputed overdue amounts may accrue simple interest at the lesser of 1.5% per month or the maximum lawful rate, after any required notice or waiting period. We do not impose a separate percentage late-payment penalty under these Terms. Any collection costs must be reasonable and recoverable under applicable law. We may suspend affected services for material nonpayment after written notice and a reasonable opportunity to resolve it, subject to mandatory law and agreed continuity and data obligations.

5. Technology, integrations and human oversight

Technology may support an engagement by connecting agreed finance, accounting, people, IT and contract workflows. The SOW or separate product agreement must identify the functionality actually supplied, supported systems, access permissions, configuration, testing, support and any service levels. A preview or demonstration does not guarantee that every depicted feature is available, that all systems are compatible, or that a future feature will be delivered.

Integrations require authorization from the relevant system owner and appropriate third-party permissions. Third-party services remain subject to their own terms, limits and availability. Access must be limited to authorized purposes. Neither party may bypass access controls or share credentials it is not authorized to share. Changes to a connected service may require an agreed adjustment to configuration or scope.

If AI-assisted or automated functionality is included, its permitted uses, data inputs, providers and review responsibilities must be addressed in the engagement documentation. Outputs may be inaccurate or incomplete and require suitable human review before use. Leadership remains responsible for business decisions; this does not reduce our agreed duties. Employment, credit and other decisions significantly affecting individuals require the safeguards applicable to that use. These Terms do not authorize training a general-purpose model on confidential customer information.

6. Professional advice and regulated activities

Website materials and general automated responses are informational. They do not establish a regulated professional relationship or replace advice based on your circumstances. Contract administration is distinct from legal representation; bookkeeping and management reporting are distinct from statutory audit or assurance. Any service requiring a licence, registration or authorization must be expressly scoped and performed by an appropriately authorized professional in the relevant jurisdiction.

We do not guarantee growth, savings, financing, transaction completion or a business sale. Services are offered only where they may lawfully be provided, subject to applicable trade and sanctions restrictions. Website descriptions do not represent that a regulated service is licensed in every location.

7. Confidentiality

Each party will protect the other's non-public business, technical and personal information disclosed in connection with the engagement ("Confidential Information"), use it only for the engagement or another authorized lawful purpose, and disclose it only to people who need it and are bound by appropriate confidentiality duties. Each party will use reasonable care, no less than it uses for comparable information of its own.

These duties do not cover information the receiving party can demonstrate was lawfully known without restriction, becomes public without its breach, is independently developed, or is lawfully obtained from another source without a confidentiality duty. Legally compelled disclosures must be limited to what is required, with advance notice where lawful and practicable. Nothing prohibits protected whistleblowing, a lawful report to a regulator or another legally protected disclosure. Confidentiality continues while the information remains confidential, subject to applicable law.

8. Customer data and privacy

Customer information remains the property of the customer or relevant rights holder. You grant only the access and use permissions needed for the agreed services. Our Privacy Policy explains website and related inquiry information practices; it does not replace a client data processing agreement or expand permitted use of customer data.

Before we process personal information on your behalf, the parties must put in place the processor, service-provider or contractor terms required by applicable law. These must address instructions, confidentiality, appropriate security, subprocessors, incidents, assistance with individual rights, audits, retention, return or deletion, and any required international transfer safeguards. Specially protected or regulated information may be introduced only after the parties agree the necessary scope and safeguards.

Security and incident responsibilities are determined by applicable law and the engagement's data and security arrangements. Required access, return, deletion and individual privacy rights are not conditional on payment of outstanding fees or resolution of a payment dispute. Any lawful retained copy remains protected and is retained only for its permitted purpose and period.

9. Deliverables and intellectual property

Unless expressly agreed otherwise in the SOW, upon full payment we assign to you our transferable rights in deliverables specifically commissioned for you. Where legally available, those deliverables may qualify as works made for hire; ownership does not depend solely on that classification. The parties will execute reasonable additional documents needed to implement the agreed transfer.

We retain our pre-existing and independently developed technology, platform, methods, templates, tools and know-how. If that material is embedded in a paid deliverable, you receive a non-exclusive, perpetual licence to use the embedded material as needed for the deliverable's intended internal business purpose. That licence does not transfer the underlying platform or extend access to a hosted service after the agreed subscription ends. Third-party and open-source material remains subject to its applicable licence, which must be identified where it affects your permitted use. Nontransferable rights remain unaffected.

10. Term, termination and transition

The SOW sets the engagement term and any renewal or ordinary cancellation arrangements. No paid subscription begins through browsing. Either party may terminate for a material breach that remains uncured thirty calendar days after written notice describing the breach. Either party may terminate following the other's insolvency to the extent permitted by applicable insolvency law.

On termination, you must pay for services properly performed and authorized, non-cancellable commitments incurred for you through the termination date. Any unused prepaid fees will be reconciled against those amounts and refunded where due under the agreement or law. The parties will arrange orderly return of customer materials and data under the agreed data obligations. Reasonable additional transition assistance may be provided under an agreed scope and fee.

Payment obligations already accrued, confidentiality, ownership, permitted continuing licences, applicable liability provisions and other obligations intended by their nature to continue survive termination.

11. Responsibility and liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability, warranty, remedy or right that applicable law does not permit the parties to exclude or limit. Any restriction requiring a fairness or reasonableness assessment applies only to the extent that requirement is met.

Subject to that protection and any express SOW provision, neither party is liable to the other for indirect or consequential losses or punitive damages. Each party's aggregate liability arising from an engagement is limited to twice the fees paid or payable under the applicable Order Form during the twelve months preceding the event giving rise to the claim. This limit does not reduce your obligation to pay properly due fees or override a mandatory protection.

Except for express commitments in the agreement and rights that cannot lawfully be excluded, we make no additional implied warranty of fitness for a particular purpose or uninterrupted, error-free technology operation. Each party must take reasonable steps to mitigate loss. Responsibility for customer data loss depends on the party's duties and the cause of the loss; these Terms do not disclaim our responsibility for our own breach.

12. Third-party claims

Subject to Section 11, each party will indemnify the other against reasonable losses and defence costs from third-party claims to the extent caused by its negligence, willful misconduct or material breach of the agreement. No party indemnifies the other for losses attributable to that other party's own conduct. The party seeking protection must provide reasonably prompt notice, reasonable cooperation and an appropriate opportunity to defend. A settlement requiring an admission, non-monetary obligation or unreimbursed payment from the protected party requires its consent, not to be unreasonably withheld.

13. Recruitment and publicity

These Terms do not restrict general recruiting, unsolicited applications or lawful worker mobility. Any engagement-specific recruitment restriction must be separately agreed in writing and be lawful, necessary and proportionate. We will obtain separate written approval before using your name, logo, quotation or identifiable case study in publicity. Confidentiality, individual permissions and substantiation of performance claims also apply.

14. Website use

You may view website materials and retain copies for legitimate business evaluation, subject to intellectual-property rights. You may not use our services to commit fraud, impersonate others, introduce malicious code, unlawfully collect information, disrupt availability or obtain unauthorized access. These restrictions do not limit lawful accessibility tools, security research or other legally protected uses. Other websites and services have their own operators and terms.

Do not send passwords, banking credentials, government identifiers, health records, employee files or other sensitive records through public inquiry forms or a website assistant. Contact us to arrange an appropriate channel and agreed scope.

15. Disputes and mandatory local rights

Please first contact us so the parties can attempt a good-faith resolution. This does not suspend a legal deadline or prevent urgent court relief. Maryland law governs an engagement incorporating these Terms, subject to mandatory protections that cannot lawfully be displaced. Disputes may be brought before a court with competent jurisdiction. Arbitration applies only if separately and expressly agreed in a valid written agreement. These Terms contain no class-action waiver.

Applicable U.S. federal and state rights continue to apply. For UK and European customers, mandatory rights concerning reasonable care and skill, conformity, unfair terms, privacy, cancellation, refunds and access to competent local courts are preserved where applicable. Calling an engagement a business transaction does not remove consumer protection if the law applies it. Any covered consumer transaction requires the applicable pre-contract information, cancellation instructions and lawful early-performance consent. Nothing prevents a complaint to an authority or supervisory body.

16. General provisions and contact

Neither party is responsible for delay caused by events outside its reasonable control if it promptly notifies the other and takes reasonable steps to reduce the impact. This does not excuse amounts already due, mandatory legal duties or responsibilities that could reasonably have been performed despite the event. The parties will agree appropriate adjustments where performance is materially affected.

Assignment requires the other party's consent, not unreasonably withheld, except a transfer with a merger, reorganization or sale of substantially all relevant assets where the successor assumes the obligations and mandatory rights are preserved. No waiver arises merely from delay. If a provision is unenforceable, the remaining agreement continues where legally possible. No third-party rights are created except where law requires otherwise.

Formal notices must be written and sent to the addresses or designated email contacts in the SOW, with appropriate evidence of receipt. Updates to this website do not by themselves amend signed engagements. For questions, an accessible copy or an engagement inquiry, contact info@ascentadvisoryllc.com.

Ascent Advisory Group, LLC
18310 Montgomery Village Avenue, Suite 300
Gaithersburg, MD 20879
United States