Stonebase Client Terms
Version 1.0 · Effective date: October 27, 2026 · stonebaseadvisory.com/terms
These Client Terms (the “Terms”) are offered by Stonebase Advisory Group LLC, a North Carolina limited liability company, 1921 Hendersonville Rd, Apt B, Asheville, NC 28803 (“Stonebase,” “we,” or “us”). Stonebase provides AI consulting and systems work, such as strategy, workflow automation, dashboards, and AI assistants. These Terms apply to each business that orders services from us (the “Client” or “you”). We have written them in plain English on purpose. If anything is unclear, ask us at [email protected] before you sign.
Contents: 1. How These Terms Apply · 2. Services and Change Requests · 3. Client Responsibilities · 4. AI Tools and Output · 5. Fees, Payment, and Taxes · 6. Data and Security · 7. Confidentiality · 8. Ownership and License · 9. Warranty and Disclaimer · 10. Limitation of Liability · 11. Indemnities · 12. Insurance · 13. Term and Termination · 14. Payment for Work Done and Effect of Ending · 15. Relationship, Subcontractors, and Non-Solicitation · 16. Disputes, Governing Law, and Time Limit for Claims · 17. General Terms · 18. Changes to These Terms
1. How These Terms Apply
1.1 Order Forms. These Terms govern every order form, statement of work (SOW), engagement letter, or similar document that refers to them and is signed or accepted by both of us (each an “Order Form”). Each Order Form describes the specific services, deliverables, fees, dates, and any special terms for that engagement. Each Order Form and these Terms together form one agreement (the “Agreement”) for that engagement.
1.2 Order of precedence. If an Order Form conflicts with these Terms, the Order Form wins, but only for that Order Form. Otherwise these Terms apply in full.
1.3 Acceptance. You accept these Terms when you sign an Order Form that refers to them, or when you accept one electronically (for example, by e-signature or by clicking to accept). The version of these Terms that applies is the version named in the Order Form, or if none is named, the version published on the date you signed.
1.4 Key words. “Services” means the work described in an Order Form. “Deliverables” means the software, configurations, dashboards, documents, and other items we deliver under an Order Form. “Client Data” means data and content that you, your staff, or your customers provide, or that your business generates through the Deliverables. “Business day” means a weekday that is not a North Carolina state holiday.
2. Services and Change Requests
2.1 Our work. We will provide the Services and Deliverables described in each Order Form. Where an Order Form includes a discovery stage, your written approval of the requirements summary we deliver sets the detailed specifications (the “Specifications”). Anything not in the Order Form or the Specifications is out of scope.
2.2 Schedule. Target dates in an Order Form are good-faith estimates, not deadlines. Delays caused by late access, information, feedback, or approvals on your side, by approved changes, or by events under Section 17.1 extend the affected dates, and your payment obligations continue.
2.3 Change requests. Either of us may ask to change the scope, Specifications, or schedule. We will reply in writing with any added fees and schedule impact (a “Change Request”). A Change Request binds us only when both of us approve it in writing (email is fine). We do not have to do out-of-scope work without an approved Change Request. Unless a Change Request says “fixed price,” out-of-scope work is billed at the hourly rate in the Order Form (the “Hourly Rate”), and estimates are not caps.
2.4 Review and acceptance. When a Deliverable is ready, we will tell you in writing. You then have 5 business days (or the period in the Order Form) to accept it or send a written list of specific ways it does not materially match the Specifications. We will fix those items and redeliver. New features or changed preferences are not defects; they need a Change Request. A Deliverable is accepted when you accept it in writing, when the review period ends without a written list, or when you start using it in your regular business (other than testing), whichever comes first.
3. Client Responsibilities
3.1 Cooperation. You will (a) name a point of contact who can make decisions and approvals; (b) give us timely access to the people, systems, accounts, and information reasonably needed; (c) answer requests for information, feedback, and approvals within 5 business days unless we agree otherwise; and (d) make staff available for discovery, testing, and training.
3.2 Consents. You will get any consents needed from your employees, customers, or others for us to process their information, and for texts, emails, or other messages sent or received through the Deliverables.
3.3 Legal compliance. You are solely responsible for complying with the laws that apply to your business and your use of the Services and Deliverables. This includes employment, labor, wage-and-hour, overtime, worker-classification, timekeeping, and payroll laws; tax laws; U.S. Department of Transportation (DOT), motor-carrier, and vehicle rules; workplace-safety (including OSHA) rules; licensing and permitting requirements; and privacy, consumer-protection, and electronic-communications laws. Our tools (including any time clock, scheduling, or safety-related feature) record and organize information as entered. They are not a payroll, legal-compliance, or safety system, and you are responsible for reviewing records and for all payroll, safety, and compliance decisions.
3.4 Data, backups, and users. You are responsible for the accuracy and legality of Client Data and decisions based on it; for keeping your own backups of important records; and for your users, passwords, devices, and all activity under your accounts, including promptly removing access for people who leave. Do not send us Social Security numbers, bank or card account numbers, health information, or similar sensitive data unless we agree in writing on safeguards first.
4. AI Tools and Output
4.1 AI can be wrong. Many of our Deliverables use artificial intelligence (AI). AI answers, summaries, classifications, and automatically created records can be incomplete, outdated, or wrong, even when they sound confident.
4.2 You review before you rely. You will have a person review AI output before relying on it for any decision that matters, such as pay, hiring, safety, pricing, legal, or customer commitments. AI output is not professional, legal, financial, tax, safety, or employment advice.
4.3 No guarantee of results. We do not guarantee any business result, such as revenue, savings, efficiency, or productivity. Results depend on things outside our control, including how you adopt the tools, your data, staffing, and market conditions. Estimates, projections, and examples in proposals or discussions are illustrative only, and you are responsible for your business decisions.
4.4 AI providers. Some features send Client Data to third-party AI or messaging providers. Where reasonably available, we choose providers whose terms, when we select them, say business data sent through their API is not used to train public models, and we will tell you which providers we use on request.
5. Fees, Payment, and Taxes
5.1 Fees. You will pay the fees in each Order Form. Unless the Order Form says otherwise, monthly fees are billed in advance, and invoices are due within 15 days of the invoice date. Fees are non-refundable except as stated in Section 14 or the Order Form.
5.2 Third-party costs and expenses. Hosting, software, AI usage, messaging, domains, and similar services needed to run the Deliverables (“Technology Subscriptions”) are billed as stated in the Order Form. Where the Order Form gives an estimate, we will get your approval (email is fine) before those charges rise more than 10% above it. Expenses over $250 need your approval in advance.
5.3 Suspension. If any amount is more than 10 days past due, we may suspend the Services (including support and, where we manage them, access to the Deliverables and Technology Subscriptions) after giving you 5 days’ written notice (email is fine), until you pay in full. Suspension does not pause amounts due.
5.4 Invoice disputes. If you dispute an invoice, tell us in writing within 10 days of the invoice date, explain why in good faith, and pay the undisputed part on time.
5.5 Collection costs. You will pay reasonable costs of collecting past-due amounts, including reasonable attorneys’ fees, to the extent North Carolina law allows.
5.6 Taxes. Fees do not include taxes. You pay any sales, use, or similar taxes on the Services, other than taxes on our income.
6. Data and Security
6.1 Your data. You own Client Data. We use it only to provide the Services, and we never sell it.
6.2 Read-only access to approved data. When we need data from your systems, we ask for read-only access limited to the data sources you approve in writing (usually listed in the Order Form). We do not ask for administrator logins. With read-only access we can view and copy the approved data, but we cannot change, delete, or add anything in your systems. New data sources (for example, a mailbox or texting account) each need your separate written approval before they connect.
6.3 You stay in control. You (or your IT provider) control the access you give us and may revoke it at any time without our permission. If revoking access stops a Deliverable from working, that is not our breach.
6.4 Cloud hosting. Unless the Order Form says otherwise, Deliverables run in a secure cloud environment at the provider named in the Order Form, in United States data centers. Your own systems remain the original copy of your data.
6.5 Safeguards. We use reasonable safeguards, including encryption, backups, multi-factor sign-in for approved users, private encrypted connections, and access logs (available to you on request). We review access regularly and remove it when the work ends or when you ask.
6.6 Security incidents. We will tell you without undue delay if we learn of unauthorized access to Client Data in our or our subcontractors’ control, and we will reasonably cooperate, including on any notices North Carolina law requires.
6.7 Export and deletion. When an engagement ends, or sooner if you ask, we will export Client Data to you in a reasonable, commonly used format and delete our cloud copies within 30 days. Routine backups stay protected until they expire on their normal schedule.
6.8 Limits. If we have followed this Section 6, we are not responsible for a breach, outage, or data loss caused by third-party providers (such as hosting, AI, email, or texting services) or by your own security practices, devices, networks, users, or credentials.
7. Confidentiality
7.1 What is confidential. “Confidential Information” is non-public information one of us shares with the other that is marked confidential or that a reasonable person would understand to be confidential. It includes Client Data, your business, customer, and employee information, and our methods, system designs, pricing, and proposals. It does not include information that is public through no fault of the recipient, was already known to it, is independently developed, or is rightfully received from someone else without a duty of confidentiality.
7.2 How we each protect it. The recipient will use Confidential Information only for the engagement, protect it with reasonable care, and share it only with its employees, subcontractors, and advisors who need it and are bound by similar duties, or as the law requires (with prompt notice where allowed). These duties last during the engagement and for 3 years after, and longer for trade secrets and personal information. Either of us may ask a court to stop a breach.
8. Ownership and License
8.1 Custom work. When you have paid all fees for a Deliverable and all other amounts then due, we assign to you the custom code, configurations, designs, and documentation we created specifically for you, except Stonebase Materials and Third-Party Components. Until then, you have a limited license to use the Deliverables for review, testing, and (after launch) internal operations.
8.2 Stonebase Materials. We keep all rights in our general tools, code libraries, templates, frameworks, prompts, workflows, methods, and know-how, and improvements to them (“Stonebase Materials”). Once you have paid in full, you get a perpetual, non-exclusive, royalty-free license to use and modify the Stonebase Materials included in your Deliverables, only as part of those Deliverables and for your internal business. You may transfer this license only with a sale of your business. We may reuse our general know-how for other clients without using your Confidential Information.
8.3 Third-party components. Open-source and third-party software and services (“Third-Party Components”) stay under their own licenses and terms, which you agree to follow.
9. Warranty and Disclaimer
9.1 Our promise. We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. For 30 days after a Deliverable is accepted, we will fix at no charge any reported failure to materially match the Specifications, as long as you are current on payments and the problem was not caused by someone else’s changes, misuse, your hardware or networks, inaccurate Client Data, or Third-Party Components. Fixing the problem is your sole remedy under this warranty.
9.2 Disclaimer. Except for the promise in Section 9.1, the Services and Deliverables are provided “as is.” We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not promise that the Deliverables will be uninterrupted or error-free, or that AI output will be accurate.
10. Limitation of Liability
10.1 No indirect damages. Neither of us is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or revenue, lost business or goodwill, business interruption, downtime, job delays, or lost data (other than the cost of restoring from available backups), however caused and even if warned they were possible.
10.2 Cap. Each party’s total liability for all claims relating to an Order Form and these Terms will not exceed the cap stated in that Order Form. If the Order Form states no cap, the cap is the fees you actually paid us under that Order Form in the 6 months before the event that gave rise to the claim.
10.3 Exceptions. These limits do not apply to your payment obligations, your indemnity under Section 11.2, your misuse of Stonebase Materials, or either party’s fraud or willful misconduct. They also protect our members, managers, employees, and subcontractors, and they reflect a risk allocation built into our pricing.
11. Indemnities
11.1 By Stonebase. We will defend you, and pay resulting damages and costs, against third-party claims to the extent they arise from (a) an allegation that a Deliverable (excluding Client Data, Third-Party Components, your changes, and uses these Terms do not allow) infringes a U.S. copyright or misappropriates a trade secret, or (b) the gross negligence or willful misconduct of Stonebase or its subcontractors. For an infringement claim, we may modify or replace the Deliverable, get you the right to keep using it, or, if neither is practical, stop providing it and refund the fee paid for it, reduced evenly over 3 years from acceptance. This is your sole remedy for infringement claims.
11.2 By Client. You will defend, indemnify, and hold harmless Stonebase and its members, managers, employees, and subcontractors from third-party claims, and related losses, fines, penalties, settlements, costs, and reasonable attorneys’ fees, to the extent they arise from: (a) Client Data or your right to collect, provide, or use it; (b) your instructions, materials, or requested changes; (c) your use or misuse of the Deliverables, AI output, or automated records, including decisions you make based on them; (d) your employees, crews, contractors, and customers, including claims for bodily injury, death, property damage, vehicle and DOT matters, workplace safety and OSHA, wage-and-hour, overtime, worker classification, timekeeping, and payroll; (e) messages sent to or from your employees or customers through the Deliverables, including any lack of required consent; (f) your violation of law or of the Agreement; or (g) the negligence or willful misconduct of you or your personnel.
11.3 Process. The party asking for defense must promptly notify the other (a delay reduces the obligation only to the extent it causes harm), let the defending party control the defense and settlement (but no settlement that admits fault for, or imposes obligations on, the protected party without its consent), and reasonably cooperate at the defending party’s expense. The protected party may join with its own lawyer at its own cost.
12. Insurance
12.1 Our coverage. While we are providing Services, Stonebase will maintain Technology Errors & Omissions/Cyber liability insurance with a limit of at least $1,000,000 in the aggregate that covers AI-enabled services. We will provide a certificate of insurance on request.
13. Term and Termination
13.1 Term. These Terms apply to an Order Form from the date it is signed until all Services under it have ended. The Order Form sets any service terms and renewal rules for monthly services.
13.2 Ending for convenience. Unless an Order Form says otherwise, either of us may end an Order Form, or any monthly service under it, with 30 days’ written notice (email is fine), subject to any minimum term or remaining-term fees stated in the Order Form.
13.3 Ending for breach. Either of us may end an Order Form by written notice if the other materially breaches it and does not fix the breach within 15 days after written notice (10 days for non-payment). We may also end it immediately if you become insolvent or enter bankruptcy proceedings.
14. Payment for Work Done and Effect of Ending
14.1 Payment for work done. If an Order Form ends for any reason, you will pay for Services performed and approved expenses and Technology Subscriptions incurred through the end date, plus any other amounts the Order Form says remain due. For fixed-fee work, the amount owed is the value of the work completed, measured by the method in the Order Form (or, if none, at the Hourly Rate), up to the fixed fee, less amounts already paid. If you end an Order Form because of our uncured material breach, you owe only for work performed before the end date, and we will refund any prepaid fees for later periods within 30 days.
14.2 After it ends. When an Order Form ends: (a) you pay all amounts owed; (b) we export and delete Client Data under Section 6.7; (c) each of us returns or destroys the other’s Confidential Information; (d) once you have paid in full, we deliver completed work and give reasonable transition help for up to 30 days, with work beyond 10 hours billed at the Hourly Rate; and (e) any section that by its nature should survive (including Sections 3.3, 4, 5, 6.7, 7, 8, 9.2, 10, 11, and 16) survives.
15. Relationship, Subcontractors, and Non-Solicitation
15.1 Independent contractor. Stonebase is an independent contractor. The Agreement creates no employment, partnership, joint venture, agency, or fiduciary relationship, and neither of us may bind the other. We control how we perform the Services and are solely responsible for our personnel, including their pay, taxes, insurance, and benefits. We do not provide legal, accounting, tax, payroll, HR, insurance, engineering, or safety advice; please consult your own professionals.
15.2 Subcontractors. We may use qualified subcontractors. We remain responsible for their work and bind them to confidentiality terms at least as protective as these. You will deal with, and bring any claim only against, Stonebase, not any subcontractor.
15.3 Company only. Your contract is with Stonebase Advisory Group LLC only. Our members, managers, employees, and subcontractors have no personal liability under the Agreement.
15.4 Non-solicitation. During an engagement and for 12 months after, you will not hire or engage, directly or through an affiliate, any Stonebase employee, contractor, or subcontractor who worked on your engagement, or whom you learned of through us, for similar services without our written consent. If you do, you will pay us $500 as a reasonable estimate of our loss and not as a penalty. General job postings are allowed.
16. Disputes, Governing Law, and Time Limit for Claims
16.1 Talk first. Before starting a lawsuit (other than to collect unpaid fees or to seek an order stopping a breach), the party with the claim must give written notice describing it and allow at least 30 days to fix it, if it can be fixed. Decision-makers for each of us will then meet, in person or by video, to try to resolve it in good faith. If that fails within 30 days after the notice, either of us may require non-binding mediation in Buncombe County, North Carolina, with the mediator’s fees split equally.
16.2 Governing law and venue. North Carolina law governs the Agreement, without regard to conflict-of-laws rules. Any lawsuit must be brought only in the state courts in Buncombe County, North Carolina, or in the U.S. District Court for the Western District of North Carolina, Asheville Division, if federal jurisdiction exists, and each of us consents to those courts.
16.3 Time limit for claims. Any claim relating to the Agreement must be brought within 1 year after it arises, or it is permanently waived, to the extent the law allows. This does not shorten our time to collect amounts owed.
17. General Terms
17.1 Force majeure. Neither of us is liable for delays or failures caused by events beyond our reasonable control, such as severe weather, natural disasters, fire, flood, power or internet outages, outages or changes at third-party providers, labor disputes, illness or injury of key personnel, government action, or public-health emergencies. This does not excuse payment. Affected dates extend for the length of the event, and if it lasts more than 60 days, either of us may end the affected Services by written notice, with payment due for Services performed to that date.
17.2 Assignment. You may not assign the Agreement without our written consent. We may assign it, or our right to payment, without consent to an affiliate, to a successor in a merger or sale of all or part of our business, or to a lender, with notice to you.
17.3 Notices. Notices must be in writing and sent by email with confirmation of receipt, or by mail or courier, to the addresses in the Order Form. Our notice address is [email protected] and 1921 Hendersonville Rd, Apt B, Asheville, NC 28803.
17.4 Entire agreement. Each Order Form, together with these Terms and any approved Change Requests, is the entire agreement for that engagement and replaces prior proposals, estimates, and discussions about it. Changes to an Order Form must be in writing and approved by both of us (email is fine for Change Requests).
17.5 Publicity. We may name you as a client and describe the project in general terms, without disclosing Confidential Information. You may opt out at any time by email, and we will stop new uses within a reasonable time.
17.6 Other terms. If a provision is unenforceable, it will be enforced to the extent allowed and the rest stays in effect. Not enforcing a provision is not a waiver. Each of us had the chance to review these Terms with a lawyer, so they will not be read against the drafter. Headings are for convenience. Order Forms may be signed in counterparts and electronically, and electronic records and signatures count as originals.
18. Changes to These Terms
18.1 New versions. We may update these Terms from time to time. Each version has a version number and effective date, and we will post it at stonebaseadvisory.com/terms and keep earlier versions available on request.
18.2 Existing orders are protected. A new version applies only to Order Forms signed after its effective date. It does not change any existing Order Form unless you agree in writing (email is fine) or sign a new Order Form that refers to the new version.
Version History
| Version | Effective date | Notes | |---|---|---| | 1.0 | October 27, 2026 | First published version. |
Questions about these Terms: Stonebase Advisory Group LLC · [email protected] · stonebaseadvisory.com