Business Consulting Services Terms

EFFECTIVE DATE: JULY 15, 2026

1. Application of These Service Terms

These Business Consulting Services Terms govern every consultation, assessment, planning project, process review, growth strategy engagement, monthly advisory arrangement, and other business consulting service provided by Delmion Advisory. They supplement the general Terms and Conditions and the written proposal, statement of work, engagement confirmation, or similar document accepted for a specific engagement.

If a signed Engagement Document contains a term that directly conflicts with these Service Terms, the Engagement Document controls only for that specific subject. All provisions that do not conflict remain in effect. Informal discussions, estimates, presentation materials, and preliminary recommendations do not modify an accepted Engagement Document unless the modification is confirmed in writing by authorized representatives of both parties.

2. Advisory Nature of the Services

Our Services are consultative and analytical. We review information supplied by the Client, identify issues and opportunities, develop frameworks and recommendations, facilitate planning, and support management decision-making. We do not assume control of the Client’s business, direct the Client’s employees, sign contracts for the Client, hold Client funds, make regulated filings, or act as an officer, director, employee, fiduciary, broker, or agent.

The Client retains sole authority and responsibility for business decisions, implementation, staffing, pricing, contracting, regulatory compliance, financial commitments, and communications with its customers, personnel, investors, lenders, vendors, and public authorities.

3. Available Service Categories

Services may include initial consultations, business assessments, operational reviews, strategic planning projects, process improvement reviews, growth strategy development, business planning support, organizational efficiency analysis, and recurring monthly advisory support. A website description or published price range is illustrative and does not create an obligation to provide a particular service, deliverable, timeline, or price.

The specific scope is defined in the applicable Engagement Document. Work not expressly included is outside scope even if it relates to the general subject of the engagement.

4. Engagement Formation

An engagement begins only after we have accepted the project, the Client has accepted the Engagement Document in writing, and any required deposit or advance payment has cleared. We may decline a proposed engagement for capacity, fit, conflict, compliance, reputational, or other legitimate business reasons.

A proposal may contain an expiration date. If no expiration date is stated, we may revise or withdraw the proposal before acceptance. Scheduling discussions do not reserve consultant time unless the applicable booking or payment requirement has been completed.

5. Scope, Assumptions, and Exclusions

Each engagement is based on stated assumptions concerning the Client’s objectives, available information, decision-makers, systems, personnel, timing, and level of cooperation. If an assumption is materially inaccurate or changes, we may recommend a scope, timetable, fee, or delivery adjustment.

Unless expressly included in writing, the Services do not include legal review, tax planning, accounting, auditing, valuation opinions, securities advice, investment advice, insurance advice, regulated lobbying, licensed engineering, formal cybersecurity testing, recruitment, employee supervision, debt collection, public relations representation, or implementation of business decisions.

6. Client Information and Reliance

We are entitled to rely on information, documents, representations, data, and instructions supplied by the Client or its authorized representatives without independently auditing or verifying them unless verification is expressly included in scope. The Client must disclose material facts that may affect our analysis and must promptly correct information that becomes inaccurate.

Recommendations may be incomplete or unsuitable if the information provided is delayed, inaccurate, selectively presented, or missing important context. We are not responsible for consequences attributable to such deficiencies.

7. Point of Contact and Authority

The Client must designate a primary contact who can coordinate access, answer questions, gather internal feedback, and communicate decisions. We may rely on approvals and instructions from the designated contact and from persons reasonably presented as authorized representatives.

The Client is responsible for resolving internal disagreements and ensuring that its representatives have appropriate authority. Delays caused by conflicting or unauthorized instructions may require schedule and fee adjustments.

8. Meetings and Communications

Services are delivered remotely unless otherwise stated. Meetings may be conducted by telephone, video conference, or another agreed method. Written communications may be used to document decisions, approvals, changes, risks, and outstanding items.

Meeting time, preparation, follow-up, and analysis may be billable when included in a time-based or recurring engagement. Missed meetings, late attendance, rescheduling, and unused advisory time are addressed in the applicable Engagement Document and the Cancellation and Refund Policy.

9. Deliverables

Deliverables may include written assessments, planning documents, recommendations, process maps, implementation roadmaps, checklists, workshop materials, decision frameworks, presentations, meeting summaries, or other items specified in the Engagement Document. Drafts are working materials and may be revised before final delivery.

A deliverable is intended for the Client’s internal business use and the stated engagement purpose. It should not be distributed to third parties, quoted as an independent assurance report, or used for a materially different purpose without our prior written approval.

10. Review, Feedback, and Revisions

The Client must review drafts promptly and provide consolidated, specific, and internally approved feedback within the review period stated in the Engagement Document. If no period is stated, feedback should ordinarily be provided within five business days.

Included revisions are limited to the number and type stated in scope. Revisions that alter approved direction, introduce new facts, expand the audience, add deliverables, or require substantial reanalysis may be treated as additional work.

11. Change Requests

Either party may identify a potential change to scope. Before performing material additional work, we may provide a written description of the change, its impact on fees, and its impact on timing. The Client’s written approval, including approval by email, authorizes the change.

We are not required to perform out-of-scope work until the change is approved and any required payment is received. Minor clarifications that do not materially affect effort may be handled without a formal change document at our discretion.

12. Timelines and Dependencies

Project dates are planning estimates unless the Engagement Document expressly states that a deadline is fixed. Timelines depend on timely payment, access, information, decisions, attendance, and feedback from the Client, as well as reasonable availability of third-party systems.

A Client delay automatically extends affected milestones by at least the length of the delay and may require rescheduling according to our then-current availability. We may also revise fees where delay causes duplicated work, remobilization, changed assumptions, or additional project management.

13. Monthly Advisory Services

Monthly advisory arrangements provide access to a defined level of recurring support for the subscription or retainer period. Unless the Engagement Document states otherwise, unused time, meetings, or support capacity does not roll forward and does not create a cash credit.

Monthly support does not guarantee immediate availability or unlimited requests. Priorities, response expectations, meeting frequency, and included work are governed by the Engagement Document. Requests beyond the included capacity may be deferred, declined, or quoted separately.

14. Third-Party Tools and Providers

An engagement may involve third-party software, data sources, platforms, contractors, or professional advisers. Third-party products remain subject to their own terms, fees, availability, security, and performance. We do not control third parties and do not warrant their products or services.

The Client is responsible for reviewing and accepting third-party terms, maintaining necessary subscriptions, and determining whether a third-party tool is appropriate for its legal, security, operational, and compliance requirements.

15. Independent Contractors and Specialists

We may use qualified employees, independent contractors, or specialist providers to support an engagement. They may receive access to information reasonably necessary for their assigned work and will be subject to appropriate confidentiality obligations. Delmion Advisory remains responsible for coordinating the Services it has agreed to provide.

16. Conflicts and Non-Exclusivity

Unless expressly agreed in writing, the relationship is non-exclusive. We may provide services to other clients, including clients in similar industries, provided that we comply with our confidentiality obligations and do not misuse the Client’s confidential information.

The Client must promptly disclose actual or potential conflicts that could affect the engagement. We may establish safeguards, limit scope, or terminate an engagement if a conflict cannot be managed reasonably.

17. Professional Judgment and No Guaranteed Outcome

Recommendations reflect professional judgment based on the available information, stated assumptions, and conditions at the time of the work. Reasonable professionals may reach different conclusions. The Services do not guarantee revenue, profitability, funding, cost savings, growth, efficiency, market acceptance, regulatory approval, or any other result.

Business outcomes depend on implementation quality, personnel, market conditions, competition, capital, timing, customer behavior, law, technology, and other factors outside our control.

18. Client Implementation

Unless implementation is expressly included, the Client is solely responsible for deciding whether and how to implement recommendations. We are not responsible for modifications made by the Client or third parties, partial implementation, delayed implementation, or use after material circumstances change.

The Client should establish appropriate internal review and consult licensed professionals where recommendations involve legal, tax, accounting, employment, finance, security, or regulated matters.

19. Suspension and Termination

We may suspend work for overdue payment, missing information, repeated non-responsiveness, unsafe or abusive conduct, suspected unlawful activity, unmanaged conflicts, or a material breach. Suspension may affect the timetable and does not waive amounts already due.

Either party may terminate according to the Engagement Document and the Cancellation and Refund Policy. On termination, the Client must pay for Services performed, committed resources, approved expenses, and other non-cancellable amounts through the effective termination date.

20. Service Standard and Limited Warranty

We will perform the Services with reasonable skill and care consistent with generally accepted business consulting practices. If the Client reasonably believes a specific deliverable materially fails to conform to the written scope, the Client must notify us promptly and provide sufficient detail. Our first remedy, where appropriate, will be to reperform or correct the affected portion.

Except for this limited service commitment and to the maximum extent permitted by law, the Services and deliverables are provided without other express or implied warranties. Additional disclaimers and liability limitations appear in the Terms and Conditions and Professional Disclaimer.

21. Records and Survival

We may retain engagement records in accordance with our Privacy Policy, internal retention practices, accounting requirements, and legal obligations. Provisions relating to payment, intellectual property, confidentiality, disclaimers, limitations of liability, dispute resolution, and accrued rights survive completion or termination.