NEW ENGLAND CONNECT LLC

TERMS & CONDITIONS FOR PROFESSIONAL SERVICES

Last Updated: January 21, 2026

SECTION 1: COMPANY INFORMATION, AUTHORITY & STRUCTURE

1.0 Introduction; Parties; Acceptance; Scope; Official Channels

1.0.1 Parties

These Terms & Conditions (“Terms & Conditions” or “Terms”) are an agreement between New England Connect LLC (“Company,” “NE6™,” “we,” “us,” “our”) and the person or entity purchasing, requesting, accessing, receiving, or using any NE6™ services (“Client,” “you,” “your”).

B2B-first framing: NE6™’s primary business is business-to-business (B2B) professional services. NE6™ may also provide services to individuals/consumers in limited circumstances.

Consumer signpost (clear and conspicuous): If you are a consumer (an individual purchasing for personal use), certain consumer-protective disclosures apply and are stated in Section 34. To the extent your engagement is consumer-facing, read Section 34 together with these Terms. To the extent a consumer-specific provision directly conflicts with a general business-oriented provision in these Terms, the consumer-specific provision applies to consumer engagements only, and the business-oriented provision applies to all other engagements.

1.0.2 Acceptance; Binding Effect

By any of the following actions, you affirmatively accept and agree to be bound by these Terms:

purchasing, paying for, or authorizing payment for any NE6™ service, prepaid hour block, retainer, deliverable, productized service, print order, custom order, or related charge;
requesting that NE6™ begin work or continue work;
accessing or using any NE6™-provided deliverable, material, system, portal, workspace, asset, or support channel; and/or
continuing an engagement after being presented with, linked to, or otherwise provided these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE, REQUEST, ACCESS, OR USE NE6™ SERVICES.

1.0.3 Authority to Bind; Capacity

You represent and warrant that you are at least eighteen (18) years old and have the legal right, authority, and capacity to enter into these Terms.

If you are accepting these Terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have authority to bind that entity. In that case, “Client” means the entity, and you are accepting these Terms solely in your representative capacity (and not as an individual Client), unless NE6™ expressly agrees otherwise in a written Communication Record.

Consumer capacity clarification: If you are accepting these Terms as an individual (and not on behalf of a business entity or organization), you are accepting these Terms in your individual capacity.

1.0.4 Scope of NE6™ Services Covered

These Terms apply to ALL NE6™ professional services engagements and related interactions, whether delivered as prepaid hour blocks, retainers, postpaid services, milestone or project-based services, as-needed services, ongoing support, and/or custom orders, and whether performed remotely, on-site, or in a hybrid arrangement.

Without limitation, these Terms apply to services and deliverables involving: strategy; planning; research; discovery; analysis; drafting; documentation; specifications; design; creative; branding; print design and print production coordination; print-ready layout and production file preparation; physical/print deliverables and custom orders; photography and digital media support; video editing and motion/digital assets (as applicable); websites and web applications; WordPress configuration and administration; WordPress theme work; WordPress plugin development; custom software and integrations; automation and workflow work; troubleshooting/triage; maintenance; operational support; and any related communications, approvals, records, or deliverables provided by NE6™.

Service inventory completeness (350+): NE6™ maintains a comprehensive service inventory spanning 350+ service lines. Section 1.5.2 contains the integrated inventory listing. The binding scope for any engagement remains the applicable SOW and/or the applicable written scope confirmations and approvals captured in Communication Records through official channels.

No “service SKU” implication: NE6™ services are not priced as one-to-one “service SKUs.” Pricing is determined by the engagement structure and constraints (including model, deliverable constraints, turnaround tier, and license/ownership path), governed elsewhere in these Terms and the applicable engagement documents.

1.0.5 Relationship to Other Engagement Documents; Order of Control

NE6™ may use one or more additional documents or records to define a specific engagement, including (as applicable) a Statement of Work (“SOW”), written scope confirmations, written approvals, usage statements, estimates, proposals, invoices, change approvals, and other written records, including Support Tickets and email (collectively, Communication Records as defined in Section 2 and governed elsewhere in these Terms).

These Terms establish the baseline legal conditions for NE6™ services and orders.

A mutually accepted SOW (if applicable) defines project-specific scope, deliverables, pricing, assumptions, and timeline for the work it covers.

Where these Terms and an engagement-specific document both apply, they shall be read together and harmonized where possible. If a direct conflict exists, the engagement-specific document controls only for the conflicting portion and only for the scope it expressly addresses, unless these Terms expressly state otherwise.

Nothing in this Section eliminates or reduces Client payment obligations for approved work, deliverables, orders, third-party costs, or pass-through charges described in these Terms or the applicable engagement documents.

Pricing architecture “stack” (high-level notice): Client acknowledges that engagement pricing, production constraints, and scheduling requirements may depend on:

the engagement model selected (e.g., retainer, prepaid hour block, milestone/SOW project, postpaid services),
deliverable constraints (including the degree to which AI-assisted workflows are permitted, limited, or excluded for deliverables),
turnaround tier / scheduling priority (standard vs faster turnaround tiers), and
license/ownership path.

Detailed terms governing those items are stated elsewhere in these Terms and/or in the applicable engagement documents and Communication Records.

1.0.6 Official Channels; Asynchronous-First; Written Records Control

NE6™ operates on an asynchronous-first basis to reduce ambiguity, preserve instructions, preserve scope control, and protect execution quality. Client acknowledges and agrees that:

Written communications through NE6™’s official channels (Support Tickets and email) are required for clear scope control, approvals, traceability, billing questions, change requests, and execution directives.
Calls and meetings may occur when appropriate; however, written confirmation and written records govern where there is any discrepancy between oral discussions and written communications.
NE6™ may require that any request, approval, direction, scope change, or billing question be moved into a Support Ticket before work proceeds, for workflow control and recordkeeping.
Communications sent through informal or unapproved channels (including third-party messaging platforms, social media, or verbal-only instructions) are not binding unless confirmed through NE6™’s official channels.

Terminology alignment: For clarity and consistency across these Terms, references to “Support Ticket Portal,” “Support Ticket,” and “Support Portal” refer to the same official ticketing system designated in Section 1.2, unless NE6™ designates a replacement in writing under Section 1.2.10.

Consumer remedies carveout (operational control without waiving rights): This Section does not prevent a consumer from filing a complaint with the Massachusetts Attorney General, disputing a charge with their payment provider, or pursuing consumer remedies available under Massachusetts law.

1.0.7 No SLA; No Emergency or Life-Safety Services

NE6™ does not provide emergency services and does not operate as a 24/7 staffed support center. NE6™ does not provide life-safety, emergency dispatch, urgent response services, or services requiring immediate availability.

Any response time targets, operational goals, or general expectations described by NE6™ are not a service-level agreement (“SLA”) and are not guarantees.

1.0.8 Other Products, Portals, and Product-Specific Terms

NE6™ may operate or support additional brands, products, platforms, portals, and/or documentation centers. Product-specific terms (if any) apply to those specific products and are addressed elsewhere in these Terms, including Section 32 and/or other designated sections.

For avoidance of doubt: the official support channel for NE6™ LLC professional services is the Support Ticket Portal listed in Section 1.2, unless NE6™ expressly designates another channel in writing for a specific product or engagement.

1.1 Legal Entity & Registration

1.1.1 Legal Entity

New England Connect LLC (“Company,” “NE6™,” “we,” “us,” “our”) is a Massachusetts limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts.

The Company is registered and authorized to do business throughout the Commonwealth of Massachusetts and maintains operational offices in Milford, Massachusetts.

1.1.2 Worldwide Service Delivery (Worldwide, Unless Prohibited)

NOTWITHSTANDING THE FOREGOING MASSACHUSETTS REGISTRATION AND OFFICE LOCATIONS, NE6™ MAY PROVIDE AND DELIVER SERVICES TO CLIENTS WORLDWIDE, INCLUDING THROUGHOUT THE UNITED STATES AND INTERNATIONALLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND THESE TERMS & CONDITIONS.

Legal carveouts (sanctions/export/other restrictions): NE6™ may not provide services to clients in jurisdictions where U.S. federal law, Massachusetts law, or applicable trade sanctions restrict the export, re-export, or delivery of services, software, data, or technology.

Client compliance representation (location/use): Client represents that it is not located in, and will not use NE6™ services for the benefit of any person or entity located in, any jurisdiction designated as embargoed or sanctioned by the U.S. Department of State, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or other applicable export control or sanctions regimes. If Client’s location or use changes, Client shall notify NE6™ immediately in writing through the official channels.

Governing law vs performance territory (clarifying sentence): Massachusetts law governs the interpretation of these Terms; however, performance of services in any jurisdiction shall comply with the laws of that jurisdiction. In the event of a direct conflict between Massachusetts law and a mandatory local law in the location of service delivery, the more restrictive mandatory requirement applies to the performance in that location.

For consumer-specific protections, see Section 34.

1.1.3 Registered Agent & Official Mailing Address (Service of Process / Registered Correspondence)

Registered Agent Address (Service of Process / Registered Correspondence):

82 Wendell Ave, Suite 100

Pittsfield, Massachusetts 01201

United States

The Registered Agent Address is maintained for official Massachusetts business registry, legal service of process, and registered correspondence.

The operational office and primary place of business is located in Milford, Massachusetts.

New England Connect LLC is the binding legal entity.

All services, invoices, contracts, orders, and business arrangements are entered into by and run against New England Connect LLC as a legal entity.

General Mailing Address (Limited Use; Not an Official Support Channel):

New England Connect LLC

PO Box 2045

Framingham, MA 01701

THIS PO BOX IS AVAILABLE IF CLIENT NEEDS TO MAIL MATERIALS TO NE6™. CLIENT SHOULD CONTACT NE6™ FIRST VIA OFFICIAL CHANNELS (SECTION 1.2) TO CONFIRM NE6™ CAN ACCEPT PHYSICAL MATERIALS FOR THE ENGAGEMENT AND TO VERIFY THE APPROPRIATE MAILING ADDRESS. NE6™ STRONGLY PREFERS ELECTRONIC COMMUNICATIONS AND ELECTRONIC PAYMENTS, AND CLIENT SHOULD NOT SEND MAIL, PAYMENTS, OR PHYSICAL MATERIALS UNLESS NE6™ HAS SPECIFICALLY MADE ARRANGEMENTS FOR THAT AND CLIENT HAS VERIFIED THE APPROPRIATE DESTINATION ADDRESS VIA OFFICIAL CHANNELS.

1.1.4 IMPORTANT MAILING LIMITATIONS; NO PAYMENTS BY MAIL TO REGISTERED AGENT. Client acknowledges and agrees that:

NO PAYMENTS ARE ACCEPTED BY MAIL at the Registered Agent Address and Client shall not mail payments, checks, cash, money orders, or other payment instruments to the Registered Agent Address.

Preferred payment methods are electronic: direct ACH bank transfer or payment via Stripe (or another designated payment processor). For payment questions or alternative arrangements, Client shall contact NE6™ via official channels in Section 1.2.

THE REGISTERED AGENT ADDRESS IS NOT A GENERAL COMMUNICATIONS CHANNEL, NOT A BILLING DEPARTMENT, AND NOT A SUPPORT CHANNEL. CLIENT SHALL NOT SEND ROUTINE CORRESPONDENCE, MARKETING MAIL, VENDOR SOLICITATIONS, JUNK MAIL, BULK MAIL, PACKAGES, RETURNS, PROOFS, MATERIALS, OR NON-REQUIRED MAILINGS TO THE REGISTERED AGENT ADDRESS.

IF CLIENT IS REQUIRED TO MAIL A FORMAL NOTICE TO NE6™ AND NE6™ HAS NOT PROVIDED AN ALTERNATIVE FORMAL NOTICE ADDRESS IN WRITING, CLIENT MAY USE THE MAILING ADDRESS LISTED ABOVE FOR FORMAL MAILED NOTICES ONLY. NE6™ OTHERWISE PREFERS THAT NOTICES AND COMMUNICATIONS OCCUR ELECTRONICALLY AS STATED IN SECTION 1.2 AND SECTION 1.3.

Mailing to the Registered Agent Address does not accelerate response times, create urgency, or constitute the primary method of providing instructions, approvals, scope changes, support requests, billing questions, disputes, cancellations, or other operational communications, all of which must be submitted through the official channels in Section 1.2 unless these Terms expressly require otherwise.

Registered Agent address is solely for legal function: The Registered Agent Address is designated solely for service of process and Massachusetts legal correspondence as required by state law. The Registered Agent does not perform operational, customer support, or billing functions and does not monitor inquiries sent to this address for business purposes. Any business communications, including support requests, billing questions, or scope changes, sent to the Registered Agent Address will be delayed and may not receive a timely response. Client shall use the official channels in Section 1.2 for all operational communications.

1.1.5 Service of Process Carveout

Nothing in these Terms prevents any party from effecting service of process in the manner required by applicable law. Service of process must be served as required by law, including through the Registered Agent where applicable.

1.2 Primary Contact Information & Official Communication Channels

1.2.1 Primary Support Ticket Portal (Official Channel; Preferred)

Support Ticket Portal: https://isp.dqsn.net/public/ticket/

Create Ticket: https://isp.dqsn.net/public/ticket/create_ticket.php

View Tickets: https://isp.dqsn.net/public/ticket/list.php

View Ticket: https://isp.dqsn.net/public/ticket/view.php

Ticket acceptance control (portal checkbox): Client acknowledges that the Support Ticket Portal requires a user to affirmatively indicate agreement to NE6™’s Terms & Conditions (via a selection or checkbox and link to the then-current Terms) as part of ticket submission. This portal-based acceptance is an additional method of acceptance under Section 1.0.2.

1.2.2 Primary Email (Secondary Official Channel)

contact@NE6.us

1.2.3 Official Website

llc.NE6.us

1.2.4 Business Jurisdiction

Commonwealth of Massachusetts

1.2.5 Support Portal Is Preferred; Asynchronous-First

NE6™’S PREFERRED AND PRIMARY CHANNEL FOR OPERATIONAL COMMUNICATIONS IS THE SUPPORT TICKET PORTAL LISTED ABOVE. CLIENT ACKNOWLEDGES THAT SUPPORT TICKETS ARE USED TO PRESERVE TRACEABLE RECORDS OF REQUESTS, APPROVALS, SCOPE CHANGES, BILLING QUESTIONS, AND EXECUTION DIRECTIVES. EMAIL IS AN OFFICIAL CHANNEL; HOWEVER, NE6™ MAY REQUEST THAT MATTERS BE MOVED INTO A SUPPORT TICKET FOR TRACEABILITY, WORKFLOW CONTROL, AND RECORDKEEPING, AND NE6™ MAY REQUIRE THAT A SUPPORT TICKET EXIST BEFORE WORK PROCEEDS ON A REQUEST.

1.2.6 Client Responsibility to Track Tickets and Email Confirmations

Client is responsible for:

submitting requests through the support ticket portal when directed by these terms or when requested by NE6™;
maintaining access to the email address used to create the ticket;
retaining the ticket confirmation (including ticket number) provided by the portal; and
monitoring the ticket thread, email confirmations, and any responses posted in the support ticket portal.

CLIENT ACKNOWLEDGES THAT WHEN A TICKET IS CREATED, THE PORTAL TYPICALLY GENERATES A CONFIRMATION MESSAGE AND TICKET NUMBER TO THE EMAIL USED AND/OR WITHIN THE PORTAL. CLIENT IS RESPONSIBLE FOR RETAINING THAT INFORMATION AND USING IT TO TRACK THE STATUS OF COMMUNICATIONS AND REQUESTS.

1.2.7 Official Channel Requirement (Operational)

Unless NE6™ expressly agrees otherwise in a written Communication Record, Client shall submit support requests, issues, billing questions, change requests, approvals, and execution requests through either (a) the Support Ticket Portal above (preferred) or (b) the Primary Email above. NE6™ is not responsible for missed or delayed communications that were sent through unofficial channels or sent to outdated/incorrect addresses.

1.2.8 No Guarantee of Response Time

NE6™ generally targets reasonable response times during normal business operations, but response timing may vary based on workload, project phase, dependencies, and the nature of the request. Any response time targets, goals, or general expectations are operational goals only and not an SLA.

1.2.9 Deemed Delivery; Contact Accuracy

You are responsible for ensuring your email address and contact information are accurate, current, and monitored.

Deemed delivery by email/ticket notice: Notices and communications sent by NE6™ to the email address on file are deemed delivered when sent.

Bounce-back fallback duty: If NE6™ receives a machine-generated bounce-back message indicating delivery failure, NE6™ shall, within ten (10) business days, deliver the notice by other means (registered mail or certified mail) to the physical mailing address on file or, if no address is on file, to the best address reasonably available to NE6™ (such as an address from Client's prior engagement records or public business filings). If a bounce-back is not received, notice is deemed delivered upon sending.

For avoidance of doubt, the deemed-delivery rules in this Section apply to notices and communications. The triggering of any Acceptance Window for Deliverables is governed by the Delivery Notification definition and the Acceptance framework in these Terms and/or the controlling SOW.

1.2.10 URL Changes; Portal Availability

NE6™ may update portal URLs or support workflows from time to time. NE6™ will endeavor to maintain continuity through the official website or written notice via official channels. If the Support Ticket Portal is temporarily unavailable, Client shall use the Primary Email as the fallback official channel unless NE6™ provides alternate instructions in writing.

1.3 Electronic Communications; Consent to Email Notice; Records

1.3.1 Consent to Electronic Communications

Any notice, communication, invoice, legal correspondence, or formal demand shall be directed to the Support Ticket Portal in Section 1.2 and/or to contact@NE6.us, unless these Terms require a different method or unless NE6™ provides written notice of a change of address or method. Client consents to electronic service of notices and documents via email to the contact address provided by Client during engagement.

1.3.2 Writing Requirement; Evidence (MUETA/E-SIGN Threshold Elements Embedded)

Where permitted by law, Client agrees that electronic communications (including Support Tickets and email) may satisfy legal requirements that communications be in writing, and that electronic records may be used as evidence of the parties’ communications, approvals, and instructions.

Authentication; intent; binding association; integrity: Email and Support Ticket records, if they (i) identify the sender (authentication), (ii) capture the sender’s intent to communicate an instruction, approval, or assent (intent), (iii) are attached to or logically associated with the subject matter and/or the applicable engagement records (binding association), and (iv) preserve the integrity of the record (integrity), constitute valid written communications and may be used as evidence of the parties’ communications, approvals, instructions, and binding agreements. The parties acknowledge and agree that such electronic communications are intended to satisfy applicable requirements under the Massachusetts Uniform Electronic Transactions Act and the Federal E-SIGN Act, where permitted.

1.3.3 Support Portal Record Purpose; No Reliance on Informal Channels (Strengthened Evidence Posture)

Client acknowledges and agrees that NE6™’s use of a Support Ticket Portal is intended to preserve clarity, reduce disputes over scope and approvals, and provide a consistent record of communications. Client agrees not to rely on informal or unrecorded communications (including verbal discussions, screenshots sent via informal channels, or third-party messaging platforms) as binding instructions unless confirmed through NE6™’s official channels.

Authoritative records: Support Ticket Portal records, including automated timestamps, ticket numbers, and recorded communications, constitute authoritative evidence of approvals, instructions, and scope changes. Client acknowledges that these records may be introduced in disputes and accepts that portal records supersede any contradictory claims regarding what was agreed or approved, subject to applicable law.

1.4 Authorized Principal & Decision-Making Authority

1.4.1 Authorized Principal

New England Connect LLC has designated an authorized principal with full power and authority to execute, bind, and obligate the Company to professional services agreements, Statements of Work, Terms & Conditions, invoices, orders, change approvals, and all related business arrangements.

1.4.2 Binding Decisions

All binding decisions, contract execution, engagement commitments, pricing agreements, and legal obligations on behalf of New England Connect LLC are made by the authorized principal as designated by Company management. When the authorized principal acts, that person acts on behalf of New England Connect LLC as a legitimate legal entity with full authority.

1.4.3 No Individual Contracting; Remedies Run Against the Company

All services rendered, invoices issued, and contractual commitments are binding upon New England Connect LLC as a legal entity. Client engages with New England Connect LLC, not with any individual personally. Client’s remedies, if any, run against New England Connect LLC, not against any individual. Client shall not attempt to hold any individual personally liable for Company obligations; all liability and remedies are directed toward New England Connect LLC, to the maximum extent permitted by applicable law.

1.4.4 Specialists, Subcontractors, and Assignments

New England Connect LLC is a professional services studio providing consulting, implementation support, design and production support, and execution assistance as defined in an SOW and/or other written records applicable to the engagement. While an authorized principal manages the Company, NE6™ maintains relationships with qualified specialists, subcontractors, vendors, and team members across multiple disciplines. NE6™ may assign work internally or externally as needed to deliver agreed services and may use subcontractors or third-party specialists, provided NE6™ remains the contracting party to Client unless otherwise agreed in writing.

Confidentiality/IP alignment (non-exhaustive notice): Where subcontractors or third parties are engaged, NE6™ may require appropriate confidentiality and work-product assignment/licensing arrangements consistent with these Terms and the applicable engagement documents.

1.4.5 Continuity of Entity

Even if the authorized principal were unavailable or departed, New England Connect LLC continues as a legal entity, retains all rights and obligations, and may designate alternative authorized representatives to manage client relationships and service delivery.

1.5 Business Nature, Service Scope & Areas of Expertise (Comprehensive)

1.5.1 Business Nature

New England Connect LLC is a founder-led professional services studio offering strategy, research, documentation, design, creative production, implementation, integration, and execution support across business and digital initiatives. The Company specializes in practical implementation, traceable approvals, operational clarity, and execution quality, including the use of modern tools and technologies (including artificial intelligence) where appropriate and disclosed elsewhere in these Terms.

B2B-first positioning (explicit): NE6™’s service model is designed primarily for business clients that require structured approvals, traceable communications, and repeatable execution quality. Consumer engagements, if accepted, remain subject to the same operational controls (official channels, written approvals, scope control) except where a consumer-specific rule is expressly stated and required.

1.5.2 Primary Service Categories & Comprehensive Service Inventory (350+ Service Lines)

The scope of services available from New England Connect LLC is broad, comprehensive, and flexible. The inventory below is intended to be a comprehensive listing of NE6™’s service lines as of the effective date of these Terms, organized into families for readability.

Important scope control: Listing a service line here does not obligate NE6™ to provide that service line in any engagement absent an applicable SOW and/or written approval. The binding scope for any engagement remains the applicable SOW and/or written scope confirmations and approvals captured in Communication Records through official channels.

Non-exhaustive evolution notice: NE6™’s service inventory may evolve over time as tools and client needs change. If a service line is not listed below but is reasonably related to NE6™’s professional services and is mutually agreed in writing, it is still governed by these Terms and the applicable engagement documents.

Pricing architecture notice (no “service SKU” implication): NE6™ services are not priced as one-to-one “service SKUs.” Pricing is determined by the engagement structure and constraints (including model, deliverable constraints, turnaround tier, and license/ownership path), governed elsewhere in these Terms and the applicable engagement documents.

Deliverable constraints + turnaround alignment (high-level notice): Where the engagement involves deliverables, NE6™ may apply deliverable constraints regarding whether AI-assisted workflows are permitted, limited, or excluded for deliverables, and may apply turnaround/scheduling priority tiers, as governed elsewhere in these Terms and/or the applicable engagement documents and written approvals.

Comprehensive Service Inventory Index (350+ Service Lines) — with Typical Working Modules

The following inventory index lists NE6™’s maintained service lines (1–354). For each section, the entries include delivery type, service, typical outputs, the typical engagement modules it fits (Retainer / Prepaid Hour Blocks / Milestone-SOW Project / Postpaid Hourly) and (ii) the typical model placement Pre-SOW vs Post-SOW (M1-M6, as explained in section 6 in detail). This index is intended to be comprehensive as of the effective date of these Terms, but it does not create an obligation to provide any specific service line in any engagement absent an applicable SOW and/or written approval.

EXHIBIT — SERVICES CATALOG (RETAINER-AUTHORIZED SUPPORT vs. EXECUTION / DELIVERABLES)

This Exhibit is provided for transparency and billing clarity. Services are grouped by Domain and then separated into (i) retainer-authorized support activities (6.2C-bound) and (ii) execution/deliverables.

Business Strategy & Planning

These items (1-3) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
1	Advisory / Planning	Competitive positioning & differentiation workshop (messaging + proof)	Brief benchmarking summary notes (high-level findings + considerations). Typically ≤2 hours per request; no implementation.
2	Advisory / Planning	Business Strategy & Planning — Discovery & Scoping Session (notes only; no deliverables)	Commentary/feedback notes only. Typically ≤2 hours per review; no implementation.
3	Advisory / Planning	Business Strategy & Planning — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

If a request becomes deliverable-driven, extends beyond 6.2C bounds, or involves implementation/build/execution, it must be handled under the appropriate execution model (M3/M4/M5) with the required Work Order/SOW governance.

These items (4-14) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
4	Advisory / Planning	Growth strategy & scaling planning	Growth plan; channel roadmap; prioritization
5	Advisory / Planning	Stakeholder alignment & decision frameworks	Decision memos; alignment docs; meeting prep materials
6	Advisory / Planning	Strategic planning & business planning	Business plan doc; milestones; ops plan
7	Advisory / Planning	Business Strategy & Planning — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
8	Advisory / Planning	Business Strategy & Planning — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
9	Advisory / Planning	Business Strategy & Planning — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
10	Audit / Assessment	Feasibility studies & opportunity analysis	Feasibility report; options; recommendations
11	Audit / Assessment	Technical feasibility notes & option comparisons	Options memo; tradeoffs; recommendation
12	Advisory / Planning	Go-to-market strategy & launch planning	GTM plan; launch checklist; messaging notes
13	Implementation / Build	Business strategy development & refinement	Strategy memo; action plan; risks/assumptions
14	Optimization / Iteration	Business model development & optimization	Model canvas; pricing/offer notes; roadmap

Brand & Creative

These items (15-17) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
15	Advisory / Planning	Brand & Creative — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
16	Advisory / Planning	Brand & Creative — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
17	Coordination (Vendors / Licensed Third Parties)	Print vendor discovery & coordination	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.

These items (18-50) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
18	Advisory / Planning	Photography planning & shot list support	Shot list; schedule; coordination notes
19	Advisory / Planning	Large format print planning support	Format specs; material notes; vendor plan
20	Advisory / Planning	Packaging graphics planning support (where applicable)	Graphics plan; dieline notes; production checklist
21	Advisory / Planning	Brand & Creative — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
22	Advisory / Planning	Brand & Creative — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
23	Advisory / Planning	Brand & Creative — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
24	Audit / Assessment	Design QA / visual regression review (non-certified)	Design QA findings; regression checklist; prioritized fixes; verification notes
25	Coordination (Vendors / Licensed Third Parties)	Component library support (design/dev alignment)	Components; usage notes; implementation plan
26	Coordination (Vendors / Licensed Third Parties)	Design handoff documentation & QA	Handoff pack; QA checklist; implementation notes
27	Coordination (Vendors / Licensed Third Parties)	Template systems (slides/docs/web blocks)	Template library; SOP; export packages
28	Coordination (Vendors / Licensed Third Parties)	Prepress QA & print specification support	Spec sheet; QA checklist; corrections log
29	Coordination (Vendors / Licensed Third Parties)	Proof management & revision cycles	Proof logs; change tracking; approvals record
30	Coordination (Vendors / Licensed Third Parties)	Shipping/delivery coordination support	Delivery plan; tracking notes; receipt confirmation workflow
31	Coordination (Vendors / Licensed Third Parties)	Print specification and vendor instruction packs	Spec pack; vendor instructions; QA checklist
32	Coordination (Vendors / Licensed Third Parties)	Print design & print coordination	Design set; vendor-ready package; production notes
33	Coordination (Vendors / Licensed Third Parties)	Print production planning & order coordination	Order plan; vendor coordination notes; delivery checklist
34	Implementation / Build	Brand/creative asset management system setup (library structure + governance)	Asset library structure; naming conventions; access roles; governance SOP; handoff packet
35	Implementation / Build	Invoice clarity support (presentation + line-item clarity)	Invoice presentation notes; client guidance
36	Implementation / Build	Brand identity support & brand systems	Brand concepts; logo/marks; usage guidelines (where scoped); asset package
37	Implementation / Build	Diagrams, infographics & presentation assets	Diagram set; slides; source files; export packages
38	Implementation / Build	Graphic design & marketing collateral	Designs; export packages; production-ready files (where scoped)
39	Implementation / Build	UI/UX support (IA, wireframes, prototypes)	IA maps; wireframes; prototype links/files; notes
40	Implementation / Build	Visual guidelines & design systems (brand/comms)	Guidelines; templates; components; usage notes
41	Implementation / Build	Web design & landing pages	Page comps; layout systems; implementation notes; assets
42	Implementation / Build	Brand voice & tone development	Voice guide; examples; do/don’t lists
43	Implementation / Build	Asset library organization & governance	Library structure; naming conventions; SOP
44	Implementation / Build	Basic photo editing support	Edited assets; export variants
45	Implementation / Build	Motion/digital assets support (where applicable)	Motion assets; export package
46	Implementation / Build	Video editing support (where applicable)	Edited clips; deliverable exports; notes
47	Implementation / Build	Print-ready layout & production file preparation	Print-ready files; specs; prepress checklist
48	Implementation / Build	Logo design & refinement	Logo concepts; revisions; master files
49	Implementation / Build	Brand refresh / rebrand execution	Updated brand system; assets; guidelines
50	Implementation / Build	Digital ad creative & variants	Ad sets; export package; spec compliance

Web / WordPress / Development & Integrations

These items (51-60) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
51	Advisory / Planning	Web / WordPress / Development & Integrations — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
52	Advisory / Planning	Web / WordPress / Development & Integrations — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
53	Advisory / Planning	Platform and hosting option review (pros/cons)	Options notes; tradeoffs; recommendation (no implementation)
54	Advisory / Planning	Tech stack assessment (high-level, non-certified)	Assessment notes; risks; next steps
55	Audit / Assessment	Website audit (high-level, non-certified)	Findings list; priorities; next steps (no fixes)
56	Audit / Assessment	Page speed triage (diagnosis only; no implementation)	Likely causes; recommended steps; tool readouts summary
57	Audit / Assessment	SEO triage (diagnosis only; no implementation)	Findings notes; priority list; recommended steps
58	Audit / Assessment	Security hygiene review (non-certified; no remediation)	Findings notes; recommended steps; escalation guidance
59	Documentation (SOP / Spec / Policy as Business Documentation)	Requirements outline and scope memo (outline only)	Outline; assumptions; scope boundaries; next-step plan
60	Troubleshooting / Triage	WordPress issue triage (diagnosis only; no fix implementation)	Issue notes; likely cause; recommended fix path

These items (61-112) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
61	Advisory / Planning	WordPress development scoping & estimates	Scope memo; estimate; assumptions; plan
62	Advisory / Planning	Information architecture & sitemap planning	IA map; sitemap; navigation plan
63	Advisory / Planning	Wireframe planning and page spec support	Wireframe set; page specs; components
64	Advisory / Planning	Content model planning (pages, post types, fields)	Content model; field map; implementation notes
65	Advisory / Planning	Accessibility planning (non-certified)	Accessibility checklist; implementation plan
66	Advisory / Planning	Web / WordPress / Development & Integrations — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
67	Advisory / Planning	Web / WordPress / Development & Integrations — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
68	Advisory / Planning	Web / WordPress / Development & Integrations — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
69	Audit / Assessment	Technical SEO audit (non-certified)	Findings; prioritized fixes; verification plan
70	Audit / Assessment	Performance audit & remediation plan	Findings; prioritized plan; implementation steps
71	Audit / Assessment	Plugin/theme risk review (non-certified)	Risk list; compatibility notes; recommendations
72	Audit / Assessment	Code review (non-certified; scope-limited)	Review notes; issues list; recommended refactors
73	Coordination (Vendors / Licensed Third Parties)	Hosting migration coordination	Migration plan; vendor coordination; checklist; cutover notes
74	Coordination (Vendors / Licensed Third Parties)	Domain/DNS coordination	DNS plan; record updates; verification notes
75	Coordination (Vendors / Licensed Third Parties)	Third-party tool/vendor integration coordination	Integration plan; vendor coordination notes; handoff checklist
76	Documentation (SOP / Spec / Policy as Business Documentation)	Documentation & handoff packs for site admins	Handoff docs; admin SOP; training notes
77	Documentation (SOP / Spec / Policy as Business Documentation)	Site governance policies (content, publishing, roles)	Governance SOP; roles matrix; workflows
78	Implementation / Build	WordPress site builds and rebuilds	Built site; theme config; content structure; handoff docs
79	Implementation / Build	WordPress theme development/customization	Theme code; child theme; styling; templates
80	Implementation / Build	Plugin installation/configuration	Configured plugins; settings; verification notes
81	Implementation / Build	Custom plugin development	Plugin code; documentation; tests (where scoped)
82	Implementation / Build	Custom post types, fields, and data modeling	CPTs; fields; templates; admin UI; docs
83	Implementation / Build	WooCommerce setup and configuration	Store config; product setup; checkout; payment/shipping; docs
84	Implementation / Build	Payment processor setup (Stripe, etc.)	Configured payments; test transactions; docs
85	Implementation / Build	Membership/subscription systems	Membership config; access controls; onboarding flow
86	Implementation / Build	Integrations (Zapier, APIs, CRM, etc.)	Integration flows; mapping docs; test results
87	Implementation / Build	Forms and lead capture systems	Forms; routing; notifications; integrations
88	Implementation / Build	Landing pages and conversion flows	Pages; A/B plan (if scoped); tracking
89	Implementation / Build	On-page SEO implementation	SEO config; metadata; schema (where scoped)
90	Implementation / Build	Performance optimization implementation	Caching; optimization; verification metrics
91	Implementation / Build	Security hardening implementation (non-certified)	Hardening steps; config; verification notes
92	Implementation / Build	Accessibility remediations (non-certified)	Remediation changes; checklist; verification notes
93	Implementation / Build	Content migration and restructuring	Migrated content; redirects; QA notes
94	Implementation / Build	Analytics and tracking implementation	GA4; GTM; events; documentation
95	Implementation / Build	Search Console/Bing Tools setup	Verified properties; configuration; docs
96	Implementation / Build	Email system integration and templates	Email templates; integration; tests
97	Implementation / Build	Custom dashboards/portals (as scoped)	Portal build; roles; permissions; docs
98	Implementation / Build	API integration and automation	API connections; scripts; logs; docs
99	Implementation / Build	Hosting environment setup	Hosting config; deployment notes; docs
100	Implementation / Build	Staging/production workflow setup	Environments; deployment workflow; SOP
101	Implementation / Build	Maintenance, updates, and monitoring (as scoped)	Updates; change log; monitoring reports
102	Implementation / Build	Bug fixes and issue resolution (execution)	Fixes; verification; postmortem notes
103	Implementation / Build	Content publishing workflows	Workflow config; templates; SOP
104	Training / Enablement	WordPress admin training and handoff	Training session; guide; FAQ
105	Training / Enablement	Client enablement and SOP training	Training materials; recorded session (if scoped)
106	Optimization / Iteration	Ongoing optimization and improvements	Iteration log; improvements; metrics notes
107	Optimization / Iteration	Conversion rate optimization (CRO) iterations	CRO plan; tests; results; next steps
108	Optimization / Iteration	SEO optimization iterations	Iteration plan; changes; performance notes
109	Optimization / Iteration	Performance tuning iterations	Tuning changes; metrics; verification
110	Troubleshooting / Triage	Incident response coordination (non-certified)	Incident log; actions; verification; next steps
111	Troubleshooting / Triage	Recovery/rollback planning and execution	Rollback plan; execution; verification
112	Troubleshooting / Triage	Technical debt reduction (as scoped)	Refactor plan; changes; documentation

Marketing Ops & Growth Systems

These items (113-117) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
113	Advisory / Planning	Marketing Ops & Growth Systems — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
114	Advisory / Planning	Marketing Ops & Growth Systems — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
115	Audit / Assessment	Funnel review (high-level)	Findings notes; priority list; recommended steps
116	Audit / Assessment	Campaign performance triage (diagnosis only)	Summary notes; likely causes; next steps
117	Troubleshooting / Triage	Tool/workflow troubleshooting direction (no implementation)	Issue notes; recommended fix path

These items (118-135) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
118	Advisory / Planning	CRM pipeline design and process planning	Pipeline map; stage definitions; SOP
119	Advisory / Planning	Campaign planning and systemization	Campaign plan; templates; workflow SOP
120	Advisory / Planning	Content funnel mapping & journey planning	Journey map; funnel stages; content plan
121	Advisory / Planning	Marketing Ops & Growth Systems — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
122	Advisory / Planning	Marketing Ops & Growth Systems — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
123	Advisory / Planning	Marketing Ops & Growth Systems — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
124	Coordination (Vendors / Licensed Third Parties)	Tool selection coordination (CRM/email/ads platforms)	Tool comparison; selection memo; implementation plan
125	Coordination (Vendors / Licensed Third Parties)	Data import/cleanup coordination (CRM/email)	Import plan; mapping; QA checklist; execution notes
126	Documentation (SOP / Spec / Policy as Business Documentation)	Marketing SOPs and playbooks	SOP set; templates; governance notes
127	Implementation / Build	CRM setup/configuration and automation	CRM config; automations; documentation
128	Implementation / Build	Email marketing system setup and sequences	Email sequences; templates; automation; tests
129	Implementation / Build	Lead capture and routing automation	Forms; routing; integrations; SOP
130	Implementation / Build	Ad account setup and tracking (as scoped)	Pixel setup; conversions; campaign structure
131	Implementation / Build	Reporting dashboards for marketing ops	Dashboards; KPI definitions; reporting cadence
132	Implementation / Build	Lifecycle automation and segmentation	Segments; automation flows; QA notes
133	Training / Enablement	Marketing ops enablement and handoff	Training; SOP; templates
134	Optimization / Iteration	Ongoing campaign and funnel optimization	Iterations; results notes; next steps
135	Optimization / Iteration	CRM/email performance optimization	Improvements; deliverability notes; QA

Data / Analytics / Measurement

These items (136-140) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
136	Advisory / Planning	Data / Analytics / Measurement — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
137	Advisory / Planning	Data / Analytics / Measurement — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
138	Audit / Assessment	KPI review and measurement planning (high-level)	KPI notes; measurement gaps; next steps
139	Audit / Assessment	Analytics tool review (high-level; no implementation)	Tool notes; risks; recommended steps
140	Troubleshooting / Triage	Tracking issues triage (diagnosis only; no implementation)	Likely cause; recommended fix path; verification steps

These items (141-164) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
141	Advisory / Planning	Measurement plan and KPI framework	KPI framework; measurement plan; event map
142	Advisory / Planning	Event taxonomy and naming conventions	Naming conventions; event map; implementation notes
143	Advisory / Planning	Dashboard requirements and planning	Dashboard spec; KPI definitions; layout plan
144	Advisory / Planning	Data / Analytics / Measurement — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
145	Advisory / Planning	Data / Analytics / Measurement — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
146	Advisory / Planning	Data / Analytics / Measurement — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
147	Audit / Assessment	Data integrity review (non-certified)	Findings; gaps; remediation plan
148	Audit / Assessment	Reporting QA and validation (non-certified)	QA checklist; findings; fixes plan
149	Coordination (Vendors / Licensed Third Parties)	Analytics vendor coordination and access setup	Access plan; vendor coordination; docs
150	Documentation (SOP / Spec / Policy as Business Documentation)	Reporting SOPs and cadence documentation	Reporting SOP; cadence; templates
151	Implementation / Build	Analytics setup (GA4/GTM)	GA4 config; GTM container; event tracking; docs
152	Implementation / Build	Event tracking implementation	Events; triggers; validation notes
153	Implementation / Build	Conversion tracking implementation	Conversions; pixels; validation notes
154	Implementation / Build	Dashboard build (Looker Studio/BI tools)	Dashboards; filters; KPI definitions; docs
155	Implementation / Build	Data pipelines and integrations (as scoped)	Integration flows; mapping; test results; docs
156	Implementation / Build	Data cleanup and normalization	Cleaned datasets; transformation logic; QA notes
157	Implementation / Build	Reporting automation	Automated reports; schedules; SOP
158	Implementation / Build	Cohort/segmentation analysis (as scoped)	Cohort outputs; insights; next steps
159	Implementation / Build	Operational SEO implementation checklist support	Checklist; implementation plan; verification notes
160	Implementation / Build	CRM reporting dashboard setup support	Dashboard plan; implemented dashboards; validation notes
161	Implementation / Build	Stakeholder communications & delivery reporting	Status templates; stakeholder updates; comms cadence
162	Implementation / Build	Stakeholder communication cadence & reporting	Reporting templates; cadence notes
163	Training / Enablement	Attribution scaffolding & measurement planning	Attribution model notes; measurement SOP; implementation guidance
164	Training / Enablement	Dashboard planning & reporting enablement	KPI framework; dashboard spec; implementation notes; governance SOP

Internal Ops / Admin / Knowledge Systems

These items (165-172) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
165	Advisory / Planning	Discovery workshop (scope, constraints, assumptions, risks)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
166	Advisory / Planning	Internal Ops / Admin / Knowledge Systems — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
167	Advisory / Planning	Internal Ops / Admin / Knowledge Systems — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
168	Audit / Assessment	Editorial services & content review	Markup notes only (no rewriting). Typically ≤3 pages per session; ≤2 hours per request where applicable.
169	Audit / Assessment	Competitive reports & benchmarking packs	Brief benchmarking summary notes (high-level findings + considerations). Typically ≤2 hours per request; no implementation.
170	Audit / Assessment	Competitive intelligence & benchmarking	Brief benchmarking summary notes (high-level findings + considerations). Typically ≤2 hours per request; no implementation.
171	Documentation (SOP / Spec / Policy as Business Documentation)	Product requirements documentation (PRD)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
172	Documentation (SOP / Spec / Policy as Business Documentation)	Troubleshooting guides and runbooks	Triage notes (diagnosis + recommended next steps). Typically ≤2 hours per issue; no fix implementation.

These items (173-215) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
173	Advisory / Planning	Business messaging strategy & framework	Messaging framework; value prop system; tone guidelines
174	Advisory / Planning	Content strategy & planning	Content plan; editorial calendar; content briefs
175	Advisory / Planning	Taxonomy/category structure planning	Taxonomy map; naming conventions; implementation notes
176	Advisory / Planning	QA planning & acceptance criteria definition	QA plan; acceptance criteria; test checklist
177	Advisory / Planning	Roadmap/milestone planning & sequencing	Roadmap; milestone definitions; dependencies map
178	Advisory / Planning	Project plans & milestone scaffolding	Plan; milestone definitions; dependencies
179	Advisory / Planning	Internal Ops / Admin / Knowledge Systems — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
180	Advisory / Planning	Internal Ops / Admin / Knowledge Systems — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
181	Advisory / Planning	Internal Ops / Admin / Knowledge Systems — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
182	Audit / Assessment	AI-assisted research synthesis (subject to disclosures elsewhere)	Synthesis; sources; limitations notes
183	Audit / Assessment	Research briefs & synthesis memos	Brief; sources; synthesis
184	Audit / Assessment	Comprehensive market research & analysis	Research report; sources; findings synthesis
185	Audit / Assessment	Industry trend research & forecasting	Trend memo; implications; watchlist
186	Documentation (SOP / Spec / Policy as Business Documentation)	Proposals, briefs, internal memos & structured planning docs	Drafts; revisions; final docs
187	Coordination (Vendors / Licensed Third Parties)	Client handoff packs for deliverables	Handoff pack; instructions; next steps
188	Coordination (Vendors / Licensed Third Parties)	Content cleanup and normalization	Updated content; style consistency notes
189	Coordination (Vendors / Licensed Third Parties)	Localization terminology glossaries	Glossary; usage notes; consistency checks
190	Coordination (Vendors / Licensed Third Parties)	Product description systems and template libraries	Templates; example set; SOP
191	Coordination (Vendors / Licensed Third Parties)	Style guides and editorial governance	Style guide; governance SOP; examples
192	Coordination (Vendors / Licensed Third Parties)	Coordination with CPAs/tax professionals (non-tax advice)	Coordination notes; implementation plan
193	Coordination (Vendors / Licensed Third Parties)	Coordination with Client legal counsel (non-legal advice)	Requirements notes; implementation checklist
194	Coordination (Vendors / Licensed Third Parties)	Coordination with insurance professionals (non-broker)	Coordination notes; implementation plan
195	Documentation (SOP / Spec / Policy as Business Documentation)	Client intake & qualification workflow (forms, routing, templates)	Intake form spec; routing logic; email templates; SOP; handoff checklist
196	Documentation (SOP / Spec / Policy as Business Documentation)	Vendor RFP drafting & evaluation support (non-legal, non-procurement)	RFP draft; evaluation rubric; comparison matrix; decision memo (business context)
197	Documentation (SOP / Spec / Policy as Business Documentation)	Email copy, templates & communications systems	Email sequences; templates; SOP
198	Documentation (SOP / Spec / Policy as Business Documentation)	Architecture documentation & system design	Architecture docs; diagrams; rationale notes
199	Documentation (SOP / Spec / Policy as Business Documentation)	SOPs, playbooks, runbooks & operating checklists	SOP set; runbooks; checklists
200	Documentation (SOP / Spec / Policy as Business Documentation)	Software requirements specifications (SRS)	SRS doc; acceptance criteria; traceability notes
201	Documentation (SOP / Spec / Policy as Business Documentation)	Technical documentation & specifications	Specs; diagrams; change logs
202	Documentation (SOP / Spec / Policy as Business Documentation)	Documentation cleanup & consolidation	Consolidated docs; naming conventions; SOP
203	Documentation (SOP / Spec / Policy as Business Documentation)	Internal operating systems & SOP libraries	SOP library; templates; governance notes
204	Documentation (SOP / Spec / Policy as Business Documentation)	Playbooks and runbooks	Playbooks; runbooks; checklists
205	Documentation (SOP / Spec / Policy as Business Documentation)	Business documentation (plans, memos, internal docs)	Docs; revision notes; final package
206	Implementation / Build	Operating cadence setup (weekly/monthly review rhythms + templates)	Cadence calendar; meeting templates; KPI review agenda; decision log template
207	Implementation / Build	Prompt libraries & operational prompt packs	Prompt pack; SOP; testing notes
208	Implementation / Build	Content creation & copywriting	Drafts; revisions; final copy sets
209	Implementation / Build	Checklist systems & repeatable processes	Checklist set; cadence notes
210	Implementation / Build	Editing & proofreading (tone/clarity/grammar)	Edited drafts; tracked changes; revision notes
211	Implementation / Build	Localization refinement (US/UK variants, terminology)	Localized copy; terminology map
212	Implementation / Build	Onboarding checklist systems	Onboarding checklist; SOP; templates
213	Implementation / Build	Acceptance criteria definition & QA plans	Acceptance criteria; QA checklist
214	Implementation / Build	Implementation sequencing & dependency mapping	Dependency map; sequence plan
215	Implementation / Build	Proposal library setup and governance	Library structure; templates; governance SOP

Customer Support / CX / Enablement

These items (216-218) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
216	Advisory / Planning	Customer Support / CX / Enablement — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
217	Advisory / Planning	Customer Support / CX / Enablement — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.
218	Documentation (SOP / Spec / Policy as Business Documentation)	Escalation paths and triage playbooks	Triage notes (diagnosis + recommended next steps). Typically ≤2 hours per issue; no fix implementation.

These items (219-266) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
219	Advisory / Planning	Customer onboarding journey design (emails, in-app, docs)	Journey map; onboarding steps; content checklist; measurement notes; implementation guidance
220	Advisory / Planning	Operational checklists & internal process scaffolding	Checklists; SOPs; operating cadence notes; templates
221	Advisory / Planning	Voice-of-customer synthesis support	VOC synthesis; themes; action notes
222	Advisory / Planning	Decision logs and traceability records support	Decision log; approval trail notes
223	Advisory / Planning	Executive summary drafting support	Summary drafts; revisions; final version
224	Advisory / Planning	Meeting agendas and facilitation materials support	Agendas; discussion prompts; decision logs
225	Advisory / Planning	Spreadsheet modeling support (business context; non-financial advice)	Models; assumptions; notes
226	Advisory / Planning	Customer Support / CX / Enablement — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
227	Advisory / Planning	Customer Support / CX / Enablement — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
228	Advisory / Planning	Customer Support / CX / Enablement — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
229	Audit / Assessment	AI-assisted analysis and decision support (business context)	Decision memo; options; tradeoffs
230	Audit / Assessment	Cost-benefit analysis support (business context; informational)	Analysis memo; scenarios; recommendation notes
231	Audit / Assessment	Customer research & user analysis support	Interview guide; synthesis; persona/journey notes (where scoped)
232	Coordination (Vendors / Licensed Third Parties)	Scheduling & meeting coordination (operational support)	Scheduling workflow; calendar rules; meeting SOP; templates; coordination notes
233	Coordination (Vendors / Licensed Third Parties)	Vendor outreach & coordination (non-legal, non-procurement)	Outreach templates; coordination notes; status updates; follow-up plan
234	Coordination (Vendors / Licensed Third Parties)	Billing workflow coordination support (non-collections agent)	Workflow notes; reminder templates
235	Coordination (Vendors / Licensed Third Parties)	Handoff documentation & knowledge transfer	Handoff packet; walkthrough notes
236	Coordination (Vendors / Licensed Third Parties)	Account setup support & coordination	Setup checklist; coordination notes
237	Coordination (Vendors / Licensed Third Parties)	Project coordination support & delivery operations	Project plan; status reporting; coordination notes
238	Coordination (Vendors / Licensed Third Parties)	Vendor coordination & multi-party coordination support	Coordination notes; action logs; status updates
239	Coordination (Vendors / Licensed Third Parties)	Onboarding materials & handoff documentation	Handoff packet; SOP; access checklist
240	Documentation (SOP / Spec / Policy as Business Documentation)	Customer-facing release communications kit (templates + process)	Release comms templates; timing guidance; approval checklist; archive convention
241	Documentation (SOP / Spec / Policy as Business Documentation)	Policy drafting support as business documentation (not legal advice)	Policy drafts; implementation notes
242	Documentation (SOP / Spec / Policy as Business Documentation)	Documentation change log and versioning support	Change log; version notes; governance SOP
243	Documentation (SOP / Spec / Policy as Business Documentation)	Internal knowledge base and help center structuring	IA; templates; writing guides; backlog
244	Documentation (SOP / Spec / Policy as Business Documentation)	Support macros & response template libraries	Macro library; tone guide; QA checklist
245	Documentation (SOP / Spec / Policy as Business Documentation)	On-call runbooks and support playbooks	Runbook; escalation SOP; incident templates
246	Documentation (SOP / Spec / Policy as Business Documentation)	Customer communication templates (ops)	Template set; usage guidance
247	Documentation (SOP / Spec / Policy as Business Documentation)	Customer support operating manual support	SOP; training notes; measurement plan
248	Implementation / Build	Helpdesk platform configuration (Zendesk/Freshdesk/etc.)	Configured workflows; triggers; views; macros; documentation
249	Implementation / Build	Knowledge base setup and taxonomy implementation	KB structure; categories; article templates; migration
250	Implementation / Build	Customer feedback system implementation (forms, workflows)	Forms; routing; storage; reporting setup
251	Implementation / Build	Customer onboarding automation (email sequences, checklists)	Automations; templates; tracking
252	Implementation / Build	Survey implementation and reporting pipelines	Surveys; data pipeline; dashboards
253	Implementation / Build	CRM support workflows (tickets-to-CRM, handoffs)	Integration flows; rules; documentation
254	Implementation / Build	Incident management tooling setup (non-certified)	Tool configuration; runbooks; alert routing
255	Implementation / Build	Customer portal setup (basic)	Portal configuration; content; roles/access
256	Implementation / Build	Customer-facing status page setup	Status page config; content; workflow
257	Implementation / Build	Support analytics instrumentation	Ticket tags; events; reporting setup
258	Marketing / Content	Support content writing and editing (execution)	Articles; FAQs; troubleshooting guides; revisions
259	Marketing / Content	Customer comms writing (incident, release, onboarding)	Comms drafts; final messages; distribution plan
260	Optimization / Iteration	Support workflow optimization	Workflow changes; tag/queue optimization; QA
261	Optimization / Iteration	Knowledge base optimization & governance	Governance SOP; audits; content updates
262	Optimization / Iteration	Customer onboarding optimization	A/B changes; step optimization; measurement
263	Training / Enablement	Support agent training materials	Training deck; guides; handouts
264	Training / Enablement	Support team enablement sessions	Session plan; materials; follow-up notes
265	Training / Enablement	Customer success playbooks and training	Playbook; templates; training materials
266	Training / Enablement	Executive briefing materials (CX)	Deck; summary; Q&A prep

Data Analytics / Measurement

These items (267-268) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
267	Advisory / Planning	Data Analytics / Measurement — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
268	Advisory / Planning	Data Analytics / Measurement — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

These items (269-291) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
269	Advisory / Planning	Analytics strategy and KPI framework	KPI map; measurement plan; definitions
270	Advisory / Planning	Data governance notes (non-legal)	Governance notes; roles; data handling SOP
271	Advisory / Planning	Event taxonomy and naming conventions	Taxonomy doc; naming rules; examples
272	Advisory / Planning	Dashboard planning and wireframe support	Dashboard plan; wireframes; metric list
273	Audit / Assessment	Analytics audit (tracking coverage + quality)	Audit report; gaps; recommendations
274	Audit / Assessment	Attribution and funnel analysis support	Funnel analysis; attribution notes
275	Audit / Assessment	Data quality assessment	Quality report; issues log
276	Audit / Assessment	Reporting cadence and stakeholder reporting design	Cadence plan; templates
277	Implementation / Build	GA4 setup and configuration support (non-certified)	Config; events; conversions; documentation
278	Implementation / Build	Tag manager setup and implementation (non-certified)	Container config; tags; triggers; docs
279	Implementation / Build	Pixel and conversion tracking implementation	Pixels; conversions; verification notes
280	Implementation / Build	Dashboard build (Looker Studio, etc.)	Dashboard; sources; documentation
281	Implementation / Build	Data pipeline setup (basic)	ETL setup; data flow diagram; docs
282	Implementation / Build	Spreadsheet-based reporting systems	Sheets; formulas; documentation
283	Implementation / Build	CRM reporting setup	Reports; dashboards; documentation
284	Implementation / Build	UTM governance and link tracking system	UTM rules; builder; QA checks
285	Implementation / Build	Tracking QA and verification testing	QA checklist; test log; fixes
286	Implementation / Build	Analytics integrations (Ads, CRM, email)	Integration config; documentation
287	Optimization / Iteration	Analytics optimization and refinement	Updated events; dashboards; QA
288	Optimization / Iteration	KPI refinement and stakeholder reporting updates	Revised KPIs; templates
289	Optimization / Iteration	Conversion rate optimization measurement support	CRO measurement plan; reporting
290	Training / Enablement	Analytics training (basic)	Training materials; walkthrough notes
291	Training / Enablement	Dashboard training and enablement	Training deck; guide

Internal Operations / Admin / Systems

These items (292-293) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
292	Advisory / Planning	Internal Operations / Admin / Systems — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
293	Advisory / Planning	Internal Operations / Admin / Systems — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

These items (294-312) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
294	Advisory / Planning	Operating cadence design (weekly/monthly rhythms)	Cadence plan; meeting templates; decision log
295	Advisory / Planning	Internal documentation structuring and playbook design	IA; templates; backlog
296	Advisory / Planning	Process mapping and bottleneck identification	Process map; bottleneck notes; recommendations
297	Advisory / Planning	Tooling selection support (non-procurement)	Options matrix; recommendation memo
298	Audit / Assessment	Operational audit and workflow review	Findings; issues list; improvement plan
299	Audit / Assessment	Admin workflow audit (billing, approvals, etc.)	Findings; SOP recommendations
300	Implementation / Build	Internal ticketing workflow setup	Config; forms; routing; documentation
301	Implementation / Build	Project management tool setup (Asana, etc.)	Workspace config; templates; SOP
302	Implementation / Build	Documentation system build (Notion, Confluence, etc.)	Structure; templates; governance SOP
303	Implementation / Build	Automation (Zapier/Make) setup and deployment	Automations; logs; documentation
304	Implementation / Build	Internal forms and approvals systems	Forms; routing; documentation
305	Implementation / Build	Access control and user provisioning support	Access matrix; provisioning SOP
306	Implementation / Build	Asset inventory and management system setup	Inventory; tagging rules; SOP
307	Implementation / Build	Centralized file structure and governance	Folder structure; naming conventions; SOP
308	Implementation / Build	Internal reporting dashboards	Dashboards; sources; documentation
309	Optimization / Iteration	Workflow optimization and continuous improvement	Updated workflows; SOP updates
310	Optimization / Iteration	Automation optimization and maintenance	Updated automations; testing notes
311	Training / Enablement	Internal tool training and enablement	Training deck; guide; walkthrough
312	Training / Enablement	SOP adoption support	Training notes; adoption plan

Marketing Operations / Growth Systems

These items (313-314) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
313	Advisory / Planning	Marketing Ops / Growth Systems — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
314	Advisory / Planning	Marketing Ops / Growth Systems — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

These items (315-331) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
315	Advisory / Planning	Marketing ops architecture planning	System map; workflows; governance notes
316	Advisory / Planning	Campaign planning & execution frameworks	Framework; checklist; timeline
317	Advisory / Planning	Lead lifecycle and funnel design	Funnel map; lifecycle stages; rules
318	Advisory / Planning	CRM + marketing automation planning	Integration plan; field map; workflows
319	Audit / Assessment	Funnel audit and conversion path analysis	Audit report; recommendations
320	Audit / Assessment	Marketing automation audit	Findings; issues list; improvement plan
321	Implementation / Build	Email marketing automation setup	Sequences; templates; QA checklist
322	Implementation / Build	CRM implementation support (non-certified)	Config; fields; pipelines; documentation
323	Implementation / Build	Lead routing and scoring implementation	Scoring rules; routing; documentation
324	Implementation / Build	Campaign tracking and attribution setup	Tracking setup; dashboards; documentation
325	Implementation / Build	Landing page systems setup	Templates; build; QA
326	Implementation / Build	Form systems + integrations	Forms; routing; integration; docs
327	Implementation / Build	Marketing tech stack integrations	Integrations; testing; documentation
328	Implementation / Build	Content operations workflow implementation	Workflow; SOP; templates
329	Optimization / Iteration	Automation optimization and refinement	Updated flows; testing notes
330	Optimization / Iteration	Conversion optimization implementation support	Updates; test plans; reporting
331	Training / Enablement	Marketing ops enablement and training	Training materials; guides

Risk / Security / Privacy (Support-Only vs. Non-Certified Implementation)

These items (332-333) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
332	Advisory / Planning	Risk / Security / Privacy — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
333	Advisory / Planning	Risk / Security / Privacy — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

These items (334-345) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
334	Advisory / Planning	Risk posture review (non-legal, non-certified)	Risk memo; prioritized issues; remediation suggestions
335	Advisory / Planning	Privacy implementation planning support (non-legal)	Implementation plan; checklist; roles
336	Audit / Assessment	Basic security hygiene audit (non-certified)	Findings; prioritized issues; action plan
337	Audit / Assessment	Vendor risk questionnaire support (non-certified)	Responses draft; evidence list; notes
338	Implementation / Build	Security configuration support (non-certified)	Config changes; documentation; verification notes
339	Implementation / Build	Privacy settings implementation support (non-legal)	Config changes; documentation; verification checklist
340	Optimization / Iteration	Content accessibility improvements & remediation support	Updated content; remediation notes; verification checklist
341	Optimization / Iteration	Accessibility content remediation planning (non-certified)	Remediation plan; prioritized issues
342	Optimization / Iteration	Privacy implementation remediation planning (non-legal)	Remediation plan; config notes; QA checklist
343	Optimization / Iteration	WordPress builds/rebuilds/hardening/migrations	Migration plan; completed migration; hardening checklist
344	Training / Enablement	Analytics implementation support (non-certified)	Tracking plan; tag checklist; verification notes; documentation
345	Training / Enablement	CX audits (journey mapping, friction audits)	Journey map; friction report; recommendations

Cross-Functional / Catch-All

These items (346-348) are Retainer-Authorized Support Activities under Models M1–M2 only when the work performed stays within Section 6.2C (support-only; typically ≤2 hours per topic/session/issue and, where applicable, ≤3 pages per session for light document review). Outputs are limited to notes, outlines, markup, brief summaries, and directional guidance and do not constitute execution of SOW deliverables. These same activities may also be performed under M3–M5 where appropriate.

#	Delivery Type	Service	Typical Outputs (Support-Only)
346	Advisory / Planning	Retainer-Authorized Meeting (Discovery/Scoping/Feedback; within 6.2C)	Commentary/feedback notes only. Typically ≤2 hours per review; no implementation.
347	Advisory / Planning	Cross-Functional / Catch-All — Discovery & Scoping Session (notes only; no deliverables)	Discovery/scoping notes (questions, assumptions, scope boundaries). Typically ≤2 hours per topic; no execution or build.
348	Advisory / Planning	Cross-Functional / Catch-All — Requirements Gathering / Briefing (outline only)	Requirements/planning notes or outline only. Typically ≤2 hours per session; no implementation or build.

These items (349-354) are Execution / Deliverables (implementation, production, builds, configurations, structured deliverables, and other execution work). They are performed under M3–M5 (and M6 where applicable) and may require a Work Order / Scope Memo and/or SOW depending on scope and governance needs.

#	Delivery Type	Service	Typical Outputs / Deliverables
349	Advisory / Planning	Cross-Functional / Catch-All — Benchmarking / Research Summary (brief)	Brief research summary; comparison bullets; source list (as applicable); implications notes
350	Advisory / Planning	Cross-Functional / Catch-All — Strategy Review & Feedback (commentary/notes only; no implementation)	Annotated feedback; recommendations list; tradeoffs; decision prompts
351	Advisory / Planning	Cross-Functional / Catch-All — Triage / Troubleshooting Direction (diagnosis only; no fix implementation)	Issue description; likely causes; recommended next actions; escalation options
352	Coordination (Vendors / Licensed Third Parties)	Coordination with licensed third parties under Section 1.6.2	Coordination notes; approvals record; pass-through tracking
353	Implementation / Build	Other related professional services reasonably connected to the above categories	As defined in scope and approved in writing
354	Training / Enablement	Project Workshop / Presentation / Training Delivery (Execution-Governed)	Presentation materials; workshop artifacts; training handouts; recordings (if agreed); follow-up deliverables

1.5.3 Scope & Flexibility

THE SCOPE OF SERVICES AVAILABLE FROM NEW ENGLAND CONNECT LLC IS BROAD, COMPREHENSIVE, AND FLEXIBLE.

Parties may negotiate and define custom service arrangements beyond the categories listed above.

Services may be rendered remotely, on-site, or via hybrid arrangement as agreed.

Deliverables are provided in digital format unless otherwise agreed in writing.

Where physical/print deliverables are involved, Client acknowledges that third-party vendor timelines, production constraints, shipping, and supply constraints may apply.

Turnaround/scheduling alignment notice (embedded): Client acknowledges that delivery timing and prioritization may vary based on scheduling, dependencies, and the turnaround tier agreed for the engagement, as governed elsewhere in these Terms and/or the applicable engagement documents.

1.5.4 Cross-Discipline Integration

Many engagements integrate multiple service categories.

For example, a business strategy engagement may include research, documentation, design, WordPress/platform implementation, automation, print/production coordination, and AI-assisted analysis.

New England Connect LLC is equipped to deliver integrated, comprehensive solutions across multiple disciplines within a single engagement.

Scope control alignment notice (embedded): Cross-discipline engagements increase dependency and coordination complexity; Client acknowledges that scope must be defined and controlled through written approvals and Communication Records through official channels.

1.6 Important Limitations on NE6™’s Scope & What NE6™ Does NOT Provide; Use of Licensed Third Parties

1.6.1 General Limitation; Not a Regulated Professional Firm by Default

IT IS ESSENTIAL THAT CLIENT UNDERSTANDS AND ACKNOWLEDGES THE FOLLOWING LIMITATIONS ON NEW ENGLAND CONNECT LLC’S SCOPE, AUTHORITY, AND SERVICES.

New England Connect LLC is a professional services studio and is not, by default, a licensed, regulated professional services firm in fields requiring licensure (including legal, accounting, tax, investment advisory, compliance certification/audit, or insurance brokerage). Client bears responsibility for engaging appropriate licensed professionals in those fields.

B2B/B2C clarity: These limitations apply to all engagements (including consumer engagements) unless expressly modified by written agreement and permitted by applicable law.

1.6.2 Licensed Third Parties May Be Added by Agreement (Disclosed; Approved; Billed)

Certain projects may require or benefit from the involvement of licensed and/or certified professionals (including attorneys, CPAs, tax professionals, licensed insurance professionals, compliance auditors/assessors, or other regulated specialists). Client acknowledges and agrees that:

NE6™ does not provide regulated professional advice by default and does not hold itself out as providing such services.

If the parties agree that a licensed professional is required or requested, NE6™ may (a) coordinate with Client’s own licensed professionals, and/or (b) with Client’s prior written approval, engage and contract with appropriately licensed third-party professionals to support the engagement.

Any engagement of licensed third-party professionals by NE6™ will be disclosed to Client in advance, including the general scope of that third-party’s involvement and the applicable rates, fees, and billing structure, and will require Client’s written approval before NE6™ incurs those costs or commences that third-party work.

Licensed third-party costs may be billed as pass-through costs, separate line items, and/or bundled into invoices as described in the applicable SOW or written approvals, and are subject to these Terms (including payment and collections terms) unless otherwise expressly agreed in writing.

Where licensed third parties are engaged, those licensed third parties may require their own engagement letters, terms, timelines, or constraints. Any regulated opinions, certifications, attestations, filings, or regulated professional outputs are the responsibility of the licensed third party, not NE6™.

Client may elect to retain their own licensed professionals independently. Where Client retains its own licensed professionals, Client is responsible for timely access, timely review, and timely decisions needed for NE6™ to proceed with work that depends on regulated advice or formal professional review.

1.6.3 Not a Law Firm

New England Connect LLC does not provide, is not qualified to provide, and Client shall not rely upon New England Connect LLC for legal advice, legal opinions, legal representation, or attorney-client services, including:

legal advice, legal counsel, or legal representation
contract drafting or contract review as legal opinions
litigation support or legal strategy
corporate law guidance
intellectual property legal advice
employment law guidance
regulatory compliance legal interpretation
dispute resolution or negotiation as legal representation
patent, trademark, or copyright legal opinions

NE6™ MAY PROVIDE business context; strategic considerations; documentation of requirements; informational research; coordination with Client’s legal counsel; and implementation support based on direction provided by licensed counsel.

OPTIONAL ADD-ON VIA LICENSED THIRD PARTY: Where needed or requested and approved by Client in writing, NE6™ may coordinate with or engage licensed legal counsel as a third party under Section 1.6.2. Any such legal services are provided by the licensed attorney(s), not by NE6™.

1.6.4 Not an Accounting or Tax Firm

New England Connect LLC does not provide, is not qualified to provide, and Client shall not rely upon New England Connect LLC for accounting services, bookkeeping, tax preparation, tax filing, CPA attest services, audits, or tax advice, including:

accounting services or bookkeeping
tax preparation or tax filing
tax advice or tax strategy
financial statement preparation as a CPA service
audit services
payroll processing
regulatory tax compliance guidance as a licensed service
entity formation tax guidance as licensed tax advice
tax-loss harvesting or tax efficiency strategies as licensed tax advice

NE6™ MAY PROVIDE budgeting support, financial modeling (informational), cost-benefit analysis (business context), forecasting support, and coordination with Client’s CPA or tax advisor.

OPTIONAL ADD-ON VIA LICENSED THIRD PARTY: Where needed or requested and approved by Client in writing, NE6™ may coordinate with or engage licensed accounting and/or tax professionals as third parties under Section 1.6.2. Any such accounting/tax services are provided by the licensed professional(s), not by NE6™.

1.6.5 Not a Financial Advisory or Investment Firm

New England Connect LLC does not provide, is not qualified to provide, and Client shall not rely upon New England Connect LLC for investment advice, securities advice, wealth management, portfolio management, broker-dealer services, or registered investment adviser services, including:

investment advice or investment recommendations
financial planning or wealth management
portfolio management or trading advice
securities advice
valuation opinions for investment purposes
broker-dealer services or registered investment adviser services
retirement planning as a licensed advisory service

NE6™ MAY PROVIDE business planning, fundraising materials, investor presentation development, and business financial strategy planning (business context).

OPTIONAL ADD-ON VIA LICENSED THIRD PARTY: Where needed or requested and approved by Client in writing, NE6™ may coordinate with or engage appropriately licensed financial, investment, or insurance professionals as third parties under Section 1.6.2. Any such regulated services are provided by the licensed professional(s), not by NE6™.

1.6.6 Not a Regulatory Compliance or Compliance Certification Provider

New England Connect LLC does not provide, is not qualified to provide, and Client shall not rely upon New England Connect LLC for compliance certifications, regulated audits, or regulated compliance attestations, including:

compliance certification (SOC 2, ISO 27001, HIPAA, GDPR, CCPA, etc.)
regulatory audit or regulatory assessment as a licensed auditor
compliance consulting as legal/regulatory interpretation
regulatory approval or regulatory authorization
data privacy certification or audit

NE6™ MAY PROVIDE informational research; documentation of processes; implementation support; coordination with Client’s compliance experts; and operational support to help implement Client-directed compliance requirements.

OPTIONAL ADD-ON VIA LICENSED THIRD PARTY: Where needed or requested and approved by Client in writing, NE6™ may coordinate with or engage compliance auditors/assessors or specialized regulated professionals as third parties under Section 1.6.2. Any certifications or audits are performed by the third party, not by NE6™.

1.6.7 Not an Insurance Provider or Insurance Broker

New England Connect LLC does not provide, is not qualified to provide, and Client shall not rely upon New England Connect LLC for insurance placement, brokerage services, licensed insurance advice, coverage binding authority, or claims handling as a licensed provider.

OPTIONAL ADD-ON VIA LICENSED THIRD PARTY: Where needed or requested and approved by Client in writing, NE6™ may coordinate with or engage licensed insurance professionals as third parties under Section 1.6.2.

1.6.8 Summary

NE6™’S ROLE IS PROFESSIONAL SERVICES AND EXECUTION SUPPORT. NEW ENGLAND CONNECT LLC IS A PROFESSIONAL SERVICES STUDIO, NOT A LICENSED LEGAL, ACCOUNTING, TAX, FINANCIAL ADVISORY, COMPLIANCE CERTIFICATION, OR INSURANCE FIRM.

NE6™’s services may overlap with areas where regulated professional input is relevant; however, NE6™ provides business consultation, design and implementation, documentation support, production support, and execution support, not regulated professional advice.

CLIENT’S ACKNOWLEDGMENT: By accepting these Terms, Client explicitly acknowledges these limitations, agrees not to rely on NE6™ for regulated professional advice, and agrees that any regulated professional advice must come from appropriately licensed third parties, whether retained by Client or engaged by NE6™ with Client’s prior written approval.

1.7 Professional Qualifications, Experience & Resources

Despite the limitations in Section 1.6, New England Connect LLC’s leadership and team members bring substantial professional qualifications, experience, and resources to engagements:

(a) Educational Background.

NE6™’s leadership and team members have formal education and training across business, technology, engineering, economics, design, and related disciplines.

Leadership holds bachelor’s degrees and/or graduate-level education.

Team members may hold associate’s degrees, bachelor’s degrees, graduate-level education, and/or professionally oriented certificates and continuing-education credentials.

This multidisciplinary foundation supports integrated work across strategy, design, implementation, and execution.

(b) Industry Experience.

NE6™’s team members bring years of cumulative experience across multiple industries, sectors, and business contexts.

This informs strategic consulting, research, documentation, design, implementation, operational support, production coordination, and execution assistance.

(c) Technology & Tool Proficiency.

NE6™ maintains proficiency with business tools, platforms, design and production tools, automation and integration tools, data analysis tools, research tools, support workflow systems, and modern development stacks, including WordPress and related ecosystems, and other implementation platforms as needed for Client engagements.

(d) Artificial Intelligence & Advanced Tool Integration.

NE6™ may leverage artificial intelligence, large language models (LLMs), machine learning systems, and advanced analytical tools to enhance research, analysis, documentation, design workflows, decision support, and service delivery, subject to the AI disclosures, limitations, and allocations stated elsewhere in these Terms.

(e) Best Practices & Methodologies.

NE6™ applies recognized best practices, industry standards, and proven methodologies adapted to Client’s context, including structured documentation, traceable approvals, iterative execution, quality-control workflows, and operational clarity practices.

(f) Continuous Learning.

NE6™ maintains awareness of developments, trends, emerging practices, and evolving standards in business, technology, design, production, and implementation disciplines, and updates internal workflows accordingly.

(g) Networked Resources; Specialists; Vendors; Licensed Third Parties.

NE6™ maintains relationships with qualified specialists, vendors, subcontractors, and service providers across disciplines.

Where appropriate and agreed, NE6™ may coordinate with or engage third parties to support delivery, including design specialists, print vendors, photographers, video editors, developers, and other professionals.

Where a project requires regulated professional input, NE6™ may coordinate with Client-retained licensed professionals and/or engage licensed third-party professionals with Client’s prior written approval as stated in Section 1.6.

Any third-party involvement does not expand NE6™’s own licensure status and does not convert NE6™ into a regulated professional services firm.

SECTION 2: DEFINITIONS & INTERPRETATION

2.1 Comprehensive Definitions

“Acceptance” or “Acceptance Determination” — The formal process by which a Client acknowledges receipt of a Deliverable, reviews it against the applicable SOW specifications (or other written specifications confirmed in a Communication Record), and confirms that the Deliverable meets the agreed Acceptance Criteria. Acceptance may be expressed (written confirmation through an Official Channel) or deemed (automatic under the Acceptance framework when the Acceptance Window expires without a timely Valid Rejection). Once Accepted (including Deemed Acceptance), the Deliverable is treated as final for purposes of payment obligations, delivery completion, and related remedies.

“Acceptance Criteria” — The written criteria that define when a Deliverable is considered complete and acceptable. Acceptance Criteria must be stated in the controlling SOW or confirmed in a Communication Record. If no explicit Acceptance Criteria are stated, Acceptance Criteria are limited to the Deliverable meeting the written scope description, format requirements, and objectively verifiable specifications stated in the controlling SOW/Communication Record (and do not include unstated preferences, new requirements, or scope expansion).

“Acceptance Window” — The defined period following NE6™’s Delivery Notification during which Client may: (a) accept the Deliverable; (b) submit a Valid Rejection; or (c) request non-material Revisions that remain within the original SOW scope and Acceptance Criteria. Unless the controlling SOW states otherwise, the default Acceptance Window is five (5) Business Days from Delivery Notification. If the Acceptance Window expires without a timely Valid Rejection, the Deliverable is Deemed Accepted.

“Accrued Interest” — Interest that has been calculated and assessed (i.e., actually charged) on an overdue balance pursuant to the payment/collections section of these Terms. Interest is “accrued” only when it has been charged on an Interest Charging Date (or other stated charging event), and is not a hypothetical estimate or a pending/pro-rated placeholder.

“Active Affiliate” — An Affiliate that meets NE6™’s “active status” requirements for ongoing Commission eligibility under the Affiliate and Referral Program, including any minimum activity thresholds, Good Standing requirements, payout eligibility requirements, and non-breach requirements stated in these Terms and/or in written program rules provided by NE6™.

“Administrative Collection Fee” — An additional fee assessed after an invoice becomes materially delinquent, intended to reflect increased administrative labor, escalation overhead, reconciliation effort, collections management time, and business disruption costs triggered by delinquency. Unless the controlling invoice/SOW states otherwise, the Administrative Collection Fee is assessed on the tenth (10th) calendar day after an invoice Due Date if the invoice remains unpaid, calculated as three percent (3%) of the then-outstanding unpaid balance, inclusive of any Accrued Interest and any Late Fee.

“Affiliate” — A person or entity approved by NE6™ in writing to participate in NE6™’s Affiliate and Referral Program. Approval may be granted, denied, suspended, or revoked by NE6™ in its discretion, and participation is subject to these Terms and any written program rules, eligibility requirements, and payout conditions provided by NE6™.

“Affiliate and Referral Program” — The program under which (a) referred Clients may be eligible for discount treatment and (b) Affiliates/Referrers may be eligible for Commission payouts for Qualified Sales, subject to eligibility rules, verification, timing holds, dispute holds, refunds, Chargebacks, clawbacks, Minimum Payout Threshold requirements, and any written program rules provided by NE6™.

“Affiliate Code” — A unique attribution and/or discount code issued by NE6™ to an Affiliate and/or Referrer. Attribution under these Terms is based on the Affiliate Code and NE6™’s records and confirmations. NE6™ does not rely on cookies, pixel tracking, or automatic third-party tracking for attribution unless NE6™ expressly states otherwise in a written Communication Record.

“Affiliate Link” — A referral URL or tracking link used to identify referrals. Affiliate Links may be used by (a) NE6™ when recommending third-party services and/or vendors and (b) approved Affiliates/Referrers when referring Clients to NE6™ under the Affiliate and Referral Program.

“AI-Assisted” — Work product, analysis, research, drafts, concepts, documentation, code assistance, or other outputs that incorporate, utilize, or are enhanced by AI Tools. “AI-Assisted” does not mean “unreviewed,” “unverified,” or “automatically final.” Under these Terms, Deliverables are delivered only after human review appropriate to the Deliverable’s risk level and purpose.

“AI Tools” — Third-party software platforms, services, models, and APIs providing artificial intelligence capabilities, including large language models (LLMs) and similar computational systems designed to generate, analyze, summarize, synthesize, transform, optimize, or enhance content.

“AI Usage Tier” — The level of permitted AI tool usage governing how NE6™ may use AI systems in performing Services and producing Deliverables. AI Usage Tiers include: (i) Standard AI-Integrated (SAI), (ii) Limited AI (LIM), and (iii) No AI (NOAI). The applicable AI Usage Tier may affect workflow constraints, pricing, and timelines, and must be selected at purchase (for prepaid models) or specified in an SOW/Work Order (for SOW-governed models).

“AI Services” — A legacy umbrella term used in prior versions of these Terms to refer generally to NE6™’s use of AI Tools in service delivery. In these Terms, AI-related concepts are governed by the more specific defined terms AI-Assisted, AI-Integrated, Deliverable Constraints, and any AI Limitation Addendum. Any reference to ‘AI Services’ in these Terms shall be interpreted consistent with those specific definitions.

“AI-Integrated” or “Standard AI-Integrated Service Delivery” — NE6™’s default service delivery methodology in which AI Tools may be used throughout research, planning, drafting, implementation support, and production workflows to improve speed, clarity, consistency, and quality, with professional human judgment and verification applied before delivery. Standard AI-Integrated delivery is included in the pricing of prepaid models (Models 1–4) and in the Standard AI postpaid tier (Model 5), unless the Client selects or contracts for Limited/No AI work via a written addendum and applicable premium pricing.

“AI Limitation Addendum” — A written addendum to an SOW (or other written agreement expressly approved by NE6™) that specifies: (a) the Deliverable Constraints for one or more Deliverables (AI-Allowed, AI-Limited, or No-AI); (b) any process, documentation, or traceability requirements; and (c) the associated pricing adjustments, timeline impacts, and administrative requirements required for Limited/No AI execution.

“AI-Allowed Deliverable” (also “Standard AI Deliverable”) — A Deliverable for which AI Tools may be used in drafting, generation, transformation, and/or optimization of portions of the Deliverable, subject to human review and verification before delivery.

“AI-Limited Deliverable” — A Deliverable for which AI Tool use is limited as specified in the controlling SOW or Communication Record. Unless otherwise stated, “AI-Limited” means AI may be used for research, ideation, outlining, and internal support, but the final Deliverable content delivered to Client must be primarily human-produced and must not include AI-generated content except as expressly permitted in writing.

“No-AI Deliverable” — A Deliverable for which AI Tools are not used to create the content of the final Deliverable delivered to Client, except as may be expressly permitted in writing for strictly non-substantive operations (e.g., formatting assistance) if the controlling SOW allows. No-AI Deliverables typically require premium pricing and may require an AI Limitation Addendum.

“As-Needed Services” — Professional services delivered without a prepaid time allocation available at the time work is performed (including without limitation without available Prepaid Hour Block hours or Retainer hours), typically billed as Postpaid services at NE6™’s then-current hourly rate(s) and tier(s) unless otherwise agreed in a written Communication Record and/or SOW.

“Attribution Window” — The period during which NE6™ may credit a referral to an Affiliate/Referrer under the Affiliate and Referral Program, measured from the referred party’s first written identification of the referrer and/or first use of an Affiliate Code, subject to NE6™ confirmation, NE6™ recordkeeping, and the requirements of the Affiliate and Referral Program.

“Annual Retainer” — Model 1 engagement providing a prepaid allocation of billable hours exclusively for pre-SOW support work, valid for twelve (12) months from purchase/activation, non-auto-renewing, with limited extension options for Good-Standing accounts, all as described in Section 6.2 (and subject to the scope limitations in Section 6.2C).

“Authorized Users” — Client’s employees, officers, directors, and individual contractors or agents who require access to a Deliverable solely to support Client’s internal business purposes and Client’s own business operations, and who are authorized by Client to act on Client’s behalf. Authorized Users do not include Client customers, Client end users as downstream recipients, or any third party receiving access for resale, distribution, sublicensing, or creation of third-party deliverables. Client remains responsible for Authorized Users’ compliance with these Terms.

“Bank-to-Bank Transfer” — A payment method in which Client initiates a transfer directly from Client’s bank account to NE6™’s bank account (including ACH push, wire transfer, or direct deposit depending on Client’s bank). Payment instructions are provided by NE6™ through Official Channels upon request. Client is responsible for initiating the transfer early enough to meet invoice Due Dates and accounting for bank clearing times.

“Benefit Recipient” — The person or entity that actually received, used, accessed, implemented, or otherwise obtained the benefit of Services and/or Deliverables, regardless of whether that person/entity is the named payer, cardholder, account holder, or legal owner of the payment method used. A party may be a Benefit Recipient even where payment is later reversed or alleged to be unauthorized, to the extent permitted by law.

“Billing Cycle” — The period during which time and expenses are accumulated and tracked for billing. Billing cycles may be event-based (e.g., completion and invoicing of work performed) unless a recurring plan states a scheduled recurring billing cycle (e.g., Monthly Retainer billed monthly in advance). The controlling SOW/invoice governs for each engagement.

“Billing Error” — An objectively verifiable invoicing or charging error by NE6™, including: (a) duplicate billing for the same work; (b) arithmetic error causing overcharge; (c) invoicing for work not performed; or (d) charging an amount materially inconsistent with the controlling SOW and/or Communication Record without written justification. Billing Error does not include dissatisfaction, preference changes, scope expansion, internal Client approval failures, procurement delays, or disputes based on subjective expectations not stated in writing.

“Billing Increment” — The minimum unit of time used for billing and for deduction of prepaid time allocations. Unless expressly stated otherwise in the controlling SOW/invoice, the Billing Increment is 0.25 hours (15 minutes).

“Business Day(s)” — Any calendar day that is not: (a) Saturday; (b) Sunday; (c) any of the following Massachusetts state holidays: New Year’s Day, Martin Luther King Jr. Day, Washington’s Birthday (Presidents’ Day), Patriots’ Day, Memorial Day, Juneteenth Independence Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day; or (d) any date on which NE6™ has provided written notice of closure or suspension of business operations. Observed-date rule: when a listed holiday falls on a Sunday, it is observed on the following Monday. If a deadline falls on a non-Business Day, the deadline is extended to the next Business Day unless a controlling SOW expressly states otherwise.

“Certified Funds” — A form of payment that is backed by a financial institution or issued as a guaranteed instrument, including a cashier’s check (bank check), certified check, or money order, and any other instrument that NE6™ expressly approves in writing as “certified funds” for a specific payment. Certified Funds does not include personal checks unless NE6™ expressly approves acceptance in writing for the specific payment.

“Change Order” — A written amendment to the Statement of Work documenting Client’s requested modification to scope, cost impact, timeline impact, Deliverables, Acceptance Criteria, Deliverable Constraints (including AI constraints), or other material engagement terms, together with NE6™’s acceptance of modification and resulting adjustment to project terms, fees, and timeline.

“Change Request” — Any written request submitted by Client seeking modification, addition, deletion, revision, expansion, reduction, or material alteration to scope of work, Deliverables, timeline, Acceptance Criteria, Deliverable specifications, project parameters, or other material term.

“Chargeback” — A payment reversal, dispute, or clawback initiated through a card network, bank, or payment processor (including Stripe), including disputes categorized as unauthorized/fraud, services not rendered, non-delivery, or similar, resulting in a reversal of funds, a hold, a platform penalty, and/or account risk impact.

“Chargeback Event” — A single chargeback/dispute filed against a transaction. Multiple line items tied to the same disputed payment are treated as one Chargeback Event unless the payment processor, bank, or network treats them as separate dispute cases.

“Chargeback Handling Fee” — A fee assessed per Chargeback Event to reimburse NE6™ for (i) pass-through processor/network dispute/chargeback fees actually assessed to NE6™ (if any) plus (ii) a reasonable administrative handling component reflecting internal time and operational burden required to investigate, compile records, respond, and manage account/processor risk created by the Chargeback Event. Amount. To the extent permitted by applicable law and payment-network/processor rules, the administrative handling component equals five percent (5%) of the disputed amount, subject to a minimum of $50 and a maximum of $250 per Chargeback Event. No double counting. The Chargeback Handling Fee is separate from the disputed invoice amount, rebilled work value, Late Fees, Accrued Interest, Administrative Collection Fees, attorneys’ fees (if any), and other recovery costs, and does not replace any of those items. Consumer / network carveout. NE6™ will not assess any Chargeback Handling Fee in any circumstance where prohibited by applicable law, card-network rules, or payment-processor terms, and consumer-specific limitations (if any) apply as stated in the consumer Section 34 of these Terms.

“Cleared Funds” / “Cleared Payment” — Funds are “cleared” when the payment has been received by NEW ENGLAND CONNECT LLC (“NE6™”) and is no longer subject to ordinary processing reversals, pending holds, or settlement failure, as determined by NE6™ in its reasonable accounting judgment based on the applicable payment rail. For card/processor payments, “cleared” includes successful settlement confirmation (not merely authorization). For bank-to-bank transfers, “cleared” includes receipt in NE6™’s account with sufficient remittance identification and without a pending return/recall hold known to NE6™. Cleared Funds is the standard for activation of prepaid allocations, release of Deliverables where specified, and satisfaction of “paid” conditions under these Terms unless a controlling SOW/invoice expressly states otherwise.

“Client” — The person or legal entity that: (a) has contacted NE6™ directly or indirectly regarding potential or actual services; (b) requested or solicited services from NE6™; (c) submitted an inquiry, form, or communication; (d) executed, signed, or agreed to an SOW; (e) paid or is obligated to pay any invoice; (f) received or is receiving services; or (g) is otherwise engaged with NE6™ in connection with professional services. If Client is a person acting on behalf of a legal entity, Client represents and warrants that Client has full actual and apparent authority to bind the entity to these Terms & Conditions without requiring further approval, authorization, ratification, or consent from any board, shareholders, partners, members, managers, trustees, or other governing body.

“Collections” — Escalation of an unpaid balance to internal collections workflows and/or to third-party collections, attorneys, or other recovery mechanisms as permitted by law and as described in these Terms. Collections may include additional fees, costs, and expenses as allowed by law and as described herein.

“Collection Agency” — A third-party entity engaged by NE6™ to pursue recovery of delinquent amounts owed by Client, including collection agencies, recovery vendors, or similar providers.

“Collection Agency Fee” — The fee, commission, contingent fee, percentage, or other compensation retained by a Collection Agency from amounts recovered, as determined by NE6™’s agreement with the Collection Agency and subject to applicable law.

“Collections Escalation Date” — The date that is one hundred eighty (180) calendar days after the Original Due Date for an Invoice, after which NE6™ may escalate the account to internal and/or external Collections, subject to these Terms and applicable law. NE6™ may escalate earlier where permitted by law based on fraud, evasion, repeated delinquency pattern, or other material risk.

“Copyleft License” — A category of Open Source Software license that, upon certain forms of distribution or conveyance of software or derivative works, may require source code disclosure, reciprocal licensing, or other “share-alike” obligations, including licenses commonly recognized as copyleft or reciprocal by the open-source community. Copyleft License obligations (if any) are governed by the applicable license text and may vary based on the distribution model.

“Commission” — Any referral/affiliate payout amount described under the Affiliate and Referral Program, calculated on the net amounts actually received by NE6™ after discounts, refunds, reversals, Chargebacks, and any other payment invalidations, and subject to holds, disputes, clawbacks, Minimum Payout Threshold requirements, and eligibility requirements.

“Communication Record” — Written documentation of instructions, approvals, scope changes, billing approvals, notices, or confirmations, including Support Tickets and email. If a verbal statement conflicts with a Communication Record, the Communication Record controls.

“Confidential Information” — Any and all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) during an active Engagement governed by (i) a fully executed SOW and these Terms, and/or (ii) a separate executed NDA, that is: (a) clearly marked or designated as confidential at disclosure; (b) reasonably understood by a professional to be confidential given its nature, context, and circumstances; or (c) confirmed in writing as confidential within five (5) Business Days after disclosure when an NDA and/or executed SOW is already in effect at disclosure. Confidential Information may include business strategies, financial information, customer lists, proprietary processes, trade secrets, source code, algorithms, technical designs, internal documents, and non-public product, operational, or strategic information. Pre-Engagement Carveout (Critical): Information disclosed before an NDA is executed and before an SOW is executed is not Confidential Information under these Terms and creates no confidentiality obligation on NE6™, even if marked “confidential.” If confidentiality is required for pre-engagement discussions, a separate NDA covering pre-engagement disclosures must be executed before disclosure.

“Consumer” — A natural person who engages NE6™ primarily for personal, family, or household purposes, and not in any business, commercial, organizational, professional, or employment capacity. For clarity, an individual acting on behalf of a legal entity, or engaging NE6™ primarily for business/commercial/professional purposes (including as a sole proprietor or independent contractor acting in a business capacity), is not a Consumer.

“Consumer Engagement” — An engagement where the Client is a Consumer (as defined above) and the Services are engaged primarily for personal, family, or household purposes.

“Courtesy Extension” — A one-time discretionary extension of a prepaid validity period (typically up to thirty (30) calendar days) available only to Clients in Good Standing, requested in writing before expiration (or before the relevant billing/renewal event), and effective only if confirmed in writing by NE6™.

“Custom Deliverable IP” — The original, engagement-specific expression created by NE6™ specifically for Client as part of a Deliverable, excluding (a) NE6™ Background IP, (b) Reusable Components, and (c) Third-Party IP. Custom Deliverable IP may include engagement-specific text, documentation, configurations, code, designs, and other work product created uniquely for Client, as further governed by the applicable license or assignment terms in these Terms and the controlling SOW/Work Order.

“Deemed Acceptance” — The automatic, irrevocable acceptance of a Deliverable that occurs when the Acceptance Window expires without a timely written acceptance, Valid Rejection, or in-scope revision request submitted through an Official Channel.

“Deemed Delivery (Communications)” — For purposes of notices and operational communications sent through Official Channels, a communication is treated as delivered when transmitted by NE6™ to Client’s last known email address on file or posted to the Support Ticket Portal associated with the Engagement, unless NE6™ receives a clear delivery failure indicator (e.g., hard bounce) or the Terms require a different notice method for a specific type of notice. Deemed Delivery does not override any stricter notice requirements stated elsewhere in these Terms for specific legal notices.

“Defect” — A specific, documented, material failure of a Deliverable to meet the written specifications and Acceptance Criteria in the controlling SOW. A Defect must be: (a) clearly identified with specific reference to SOW requirements; (b) verifiable; (c) directly attributable to NE6™’s performance; and (d) not caused by Client misuse, modification, or altered implementation.

“Deliverable” — The final work product, document, platform, system, analysis, strategy, specification, implementation, code, design asset, or other tangible/digital output produced by NE6™ and delivered to Client as specified in the controlling SOW or written scope confirmation.

“Deliverable Constraints” — The permitted, limited, or prohibited use of AI-assisted workflows (and/or other production constraints) applicable to a Deliverable or class of Deliverables, as stated in the SOW and/or written approvals within Communication Records. Deliverable Constraints may include AI-Allowed Deliverables, AI-Limited Deliverables, and No-AI Deliverables, and may also include traceability, disclosure, tooling, or review constraints where applicable.

“Delivery Notification” — NE6™’s written notice to Client that a Deliverable (or milestone output) has been delivered or made available, including via Support Ticket update, email notice, link share, repository access notice, file share notice, or other written notification through an Official Channel. Delivery Notification triggers the Acceptance Window unless the controlling SOW states a different trigger.

“Deployment” — The act of publishing, releasing, installing, enabling, distributing, or otherwise placing a Deliverable (or any material component thereof) into live or operational use, including in a Production Environment, customer-facing environment, or internal business operations environment. Deployment includes enabling live integrations, automations, production database writes, public publishing, app store release, or granting operational access to end users or stakeholders for non-test purposes. Deployment does not include good-faith review or testing solely in a non-production development or staging environment that is not used for live operations.

“Designated Decision-Maker” — The single individual identified by Client (through an Official Channel) as having authority to provide binding instructions, approvals, and decisions on Client’s behalf for an Engagement, including approval of Deliverables (where applicable), Change Requests/Change Orders, scheduling direction, access authorizations, and other project-direction decisions. NE6™ may rely on communications from the Designated Decision-Maker as binding unless and until Client provides written notice (through an Official Channel) designating a replacement.

“Direct Bank Transfer” — See “Bank-to-Bank Transfer.”

“Discount Code” — See “Affiliate Code.”

“Dispute” — A written objection, claim, or request for correction by Client regarding an invoice, line item, fee, charge, payment, Deliverable-related billing basis, or other billing matter, submitted through an Official Channel, and including the minimum required information described in these Terms for dispute evaluation.

“Dispute-First Requirement” — The contractual requirement that Client must submit a Dispute through an Official Channel and attempt resolution in good faith before initiating any Chargeback or processor/bank/network dispute process, as stated in Section 12.1.

“Due Date” — The date by which payment for an invoice must be received by NE6™. Unless otherwise specified in the SOW or invoice, the standard Due Date is twenty-one (21) calendar days from invoice date. For milestone-based engagements, Due Date may be seven (7) calendar days from invoice date if so stated in the controlling invoice/SOW. Due Date references are calendar days unless the controlling SOW/invoice expressly states “Business Days.”

“Embedded Use” — Use of NE6™ Background IP or Reusable Components solely as integrated into, and only in connection with, a Deliverable delivered under an Engagement, for Client’s internal business purposes and Client’s own business operations, without extraction, reuse, redistribution, or separate exploitation of the underlying background or reusable elements.

“Engagement” — The entire relationship between Client and NE6™, from initial inquiry through completion of services, including all related work, communications, Deliverables, and business transactions.

“Engagement Model” — One of NE6™’s defined commercial structures for providing Services, including (without limitation) Annual Retainer (Model 1), Monthly Retainer (Model 2), Prepaid Hour Blocks (Model 3), Milestone-Based Projects (Model 4), Postpaid As-Needed Services (Model 5), and Custom Engagements (Model 6), as described in Section 6.

“Fees Paid” — The total amount of fees actually received and cleared by NE6™ (net of refunds, Chargebacks, disputes, reversals, or other invalidations) during the twelve (12) month period directly preceding and related to the claim, event, or engagement in question. Disputed amounts under active dispute/Chargeback are not counted as Fees Paid until finally resolved in NE6™’s favor.

“First-Year Compensation” — The total amount paid or payable by Client (or any Client Affiliate) to a subcontractor, specialist, partner, or consultant during the 12-month period immediately following Client’s initial hire, engagement, or contracting relationship with that person or entity. First-Year Compensation includes all forms of compensation, whether denominated as salary, hourly wages, project fees, consulting fees, retainer fees, equity compensation (including equity grants or options), bonuses, commissions, or other consideration, whether paid in cash, stock, or any other form of value. First-Year Compensation is calculated based on documented compensation records, employment agreements, consulting agreements, invoices, or payment records. If Client engages the person/entity in multiple capacities or multiple forms of compensation exist (e.g., salary plus equity plus bonus), all compensation is included. The 12-month measurement period begins on the date of Client’s initial hire of or first engagement with the person/entity.

“Force Majeure Event” — Any unforeseeable, unusual, and catastrophic event beyond the reasonable control of either party, including act of God, war, terrorism, civil unrest, major infrastructure failure, pandemic, or widespread internet outage lasting more than four (4) continuous hours, or similar event. Force Majeure does not include staffing changes, staffing shortages, tool changes, market changes, vendor changes, routine technical issues, or other foreseeable business disruptions.

“Go-Live” — The first point in time at which a Deliverable (or any material component thereof) is Deployed in a Production Environment or otherwise made available for operational use beyond testing, including release to end users or activation of live workflows. Go-Live is a subset of Deployment and is treated as Deployment for purposes of Acceptance and related remedies.

“Good Faith Payment” — Any payment made toward an outstanding balance after an invoice becomes past due. A Good Faith Payment may be recognized by NE6™ in its discretion but does not automatically waive fees, stop interest, prevent Service Suspension, or halt collection activity unless expressly confirmed in writing.

“Good Standing” — A status determined objectively as of a given date, meaning: (a) Client has no past-due, undisputed invoices or unpaid balances owed to NE6™ (excluding amounts subject to a timely, good-faith written dispute permitted by these Terms); (b) Client has no active Chargebacks, payment reversals, payment disputes, or threatened Chargebacks relating to NE6™ fees; (c) Client is not in material breach of these Terms or any applicable SOW (including misuse/abuse of Support Channels, harassment, or violation of conduct restrictions); and (d) Client has not engaged in fraud, impersonation, or other conduct reasonably requiring NE6™ to place the account on hold for risk, legal, or compliance reasons. Good Standing may be evaluated engagement-by-engagement where practical, but NE6™ may also consider cross-engagement risk if multiple engagements exist.

“Hourly Rate” — The billable rate charged for professional services time. Hourly Rates and effective hourly equivalents vary by Engagement Model and tier. Without limiting the controlling SOW/invoice: (a) prepaid effective rates may range approximately $70–$125/hour depending on block size/tier; (b) milestone effective bands vary by payment structure; and (c) postpaid rates may vary by speed tier and AI tier (including premium rates for Limited/No AI). The controlling SOW/invoice governs the actual applicable rates for the engagement.

“Improper Chargeback” — Any Chargeback or processor/bank dispute initiated (a) without first complying with the Dispute-First Requirement; (b) while NE6™ is actively and timely working through the Dispute-First process in good faith; (c) based on materially false, misleading, or incomplete factual representations; or (d) as a substitute for negotiated resolution where the dispute concerns preferences, scope expansion, or non-material issues rather than an objective Billing Error.

“Including” — Means “including without limitation.”

“Indemnify” / “Indemnification” — The obligation of one party to defend, hold harmless, and cover damages, costs, expenses, and liabilities incurred by the other party related to third-party claims arising from specified circumstances.

“Interest Charging Date” — Each date on which an Interest Charge is calculated and assessed under Section 11.3. Unless a controlling invoice/SOW states otherwise, Interest Charging Dates occur on the Interest Commencement Date and each subsequent date that is thirty (30) calendar days after the prior Interest Charging Date, continuing while any Past-Due Balance remains unpaid.

“Interest Commencement Date” — The anchor date on which interest begins under the payment/collections section. If the controlling payment section states that interest begins on the second (2nd) calendar day following an invoice Due Date, then that second day is the Interest Commencement Date for that invoice. The Interest Commencement Date anchors the schedule for Interest Charging Dates (e.g., each subsequent 30-day charging interval if so stated).

“Invoice” — Written document issued by NE6™ to Client detailing invoice identifier, invoice date, itemized services performed, time logged and applicable rate(s), expenses (if any), Due Date, Accepted Payment Methods, and total amount due.

“Invoice (Postpaid)” — An invoice issued after Services are delivered (and/or delivered to a milestone), with payment due under these Terms and the invoice terms.

“Invoice (Prepaid Purchase)” — An invoice (or equivalent checkout record, payment request, or purchase confirmation) issued for a prepaid hour block, retainer, or other prepaid allocation, due upon purchase unless otherwise stated.

“Kickoff Summary” / “Client Start Pack” — A short written summary that NE6™ may provide after execution/approval of an SOW or Work Order / Scope Memo to reduce misalignment (e.g., channels, workflow rules, scope highlights, assumptions, and timing expectations). A Kickoff Summary is informational only and does not modify the Scope, pricing, deadlines, or any material term unless the parties expressly agree in a written amendment executed in the manner required by these Terms.

“Late Fee” — A late payment fee assessed if payment is not received in full by the Due Date. Unless otherwise specified in the controlling invoice/SOW, the Late Fee is $35 assessed on the first calendar day following the Due Date if payment has not been received in full.

“Milestone” — A defined, specific Deliverable, completion of a project phase, or achievement of a defined objective as specified in the controlling SOW.

“Milestone Payment” — A project payment due upon completion (and where applicable, acceptance) of a Milestone as described in the controlling SOW/invoice.

“Minimum Payout Threshold” — The minimum accrued Commission amount required before NE6™ issues an affiliate payout, as stated in these Terms and/or written program rules.

“Month” or “Monthly” — Unless context requires otherwise: (a) for Monthly Retainer, the billing month is the monthly billing cycle described in Section 6.3 (charged on the 1st of each month for that month’s allocation, unless NE6™’s billing system states a different monthly billing anchor in writing); and (b) for general measurement, a Month means a period of thirty (30) calendar days unless a specific calendar month is referenced.

“Monthly Retainer” — Model 2 engagement providing a recurring monthly allocation of billable hours exclusively for pre-SOW support work, billed monthly in advance, renewing automatically unless canceled through an Official Channel, subject to cancellation timing requirements, monthly validity/reset (no carryover), and a Good-Standing-only pause option, all as described in Section 6.3 (and subject to the scope limitations in Section 6.2C).

“NE6™ Background IP” — NE6™’s pre-existing or independently developed tools, frameworks, libraries, scripts, templates, methodologies, and know-how that remain NE6™’s property, even if incorporated into a Deliverable, subject to any license granted to Client.

“Negative Option Feature” — Any arrangement in which charges recur at stated intervals unless the Consumer affirmatively cancels (including an auto-renewing monthly retainer or similar recurring service fee).

“Net Recovery” — The amount actually received by NE6™ from a Collection Agency after deduction of the Collection Agency Fee and any permitted pass-through expenses assessed under the agency arrangement.

“Non-Waivable Law” — Any federal, state, or local statute, regulation, rule, or common-law doctrine that cannot be waived, limited, or disclaimed by contract (including non-waivable consumer protection rights and remedies).

“Official Channels” — The official communication channels designated by NE6™ for scope control, approvals, disputes, delivery notices, billing questions, and execution directives. As of these Terms: (a) the Support Ticket Portal is the primary Official Channel; and (b) email is a secondary Official Channel. If the Support Ticket Portal is unavailable or not reasonably accessible, email may be used as the primary Official Channel for the duration of the outage/unavailability. Communications through unofficial channels are not binding unless and until confirmed through an Official Channel in a Communication Record. NE6™ may rely on communications sent from Client’s Designated Decision-Maker (or other authorized representative) through an Official Channel.

“Open Source Software” / “OSS” — Software, code, libraries, frameworks, or components distributed under an open-source license recognized by the applicable licensor, including permissive or copyleft licenses, and governed by the terms of the applicable open-source license.

“Original Invoice Amount” — The invoice subtotal stated on the applicable Invoice for NE6™ Services and other charges before any Late Fees, Interest Charges, Administrative Collection Fees, third-party collection fees, attorneys’ fees, court costs, or other post-delinquency charges are assessed. If the Invoice includes Pass-Through Costs, the Original Invoice Amount includes those Pass-Through Costs as itemized on the Invoice unless the Invoice expressly states a different basis.

“Out-of-Scope Work” — Any service, task, Deliverable, requirement, revision, implementation step, dependency obligation, timeline commitment, or other work item that is not included in the defined Scope of the controlling SOW and/or approved Work Order / Scope Memo (including work that constitutes new requirements, material changes, or expansion beyond stated assumptions/exclusions). Out-of-Scope Work is not included in agreed pricing or allocations unless approved in writing (typically via Change Order) through an Official Channel.

“Ownership Track” — A pricing and contracting classification expressly designated in a controlling SOW/Work Order under which NE6™ assigns to Client the NE6™-owned portion of Custom Deliverable IP for the specifically designated Deliverables/components, subject to the exclusions and payment conditions stated in these Terms. Ownership Track applies only where expressly stated in writing and does not transfer NE6™ Background IP, Reusable Components, or Third-Party IP.

“Ownership Upgrade” — A negotiated upgrade from License Track to Ownership Track for specific Deliverables/components, effective only if documented in a controlling SOW/Work Order (or written Change Order) and subject to all payment conditions and exclusions stated in these Terms.

“Paid Extension” — A fee-based extension of a prepaid validity period (e.g., 60 or 90 days) offered at NE6™’s discretion to Good-Standing accounts, requested in writing before expiration and effective only if confirmed in writing by NE6™, as described in the applicable Section 6 model terms.

“Partial Acceptance” — Acceptance of one or more severable components of a multi-component Deliverable, while other severable components are subject to a timely Valid Rejection or in-scope Revision request, provided that the accepted components are not functionally dependent on the rejected components in a manner that makes severability unreasonable. Partial Acceptance does not delay payment obligations for accepted components except as expressly stated in the controlling SOW.

“Pass-Through Costs” — Third-party costs incurred by NE6™ on Client’s behalf (hosting, licenses, domains, subscriptions, third-party services, print production, shipping, etc.) that are billed to Client and are not NE6™ labor Fees.

“Pass-Through Processor/Network Fees” — Fees, penalties, retrieval fees, dispute fees, or other amounts actually assessed to NE6™ by a Payment Processor, bank, ACH operator, or card network due to a Chargeback Event or related dispute process, which may be rebilled to Client to the extent permitted by law and applicable processor/network rules.

“Past-Due Balance” — The total amount outstanding and unpaid on an Invoice after the Due Date, as of a given date, including (as applicable) any unpaid portion of the Original Invoice Amount plus any assessed Late Fees, assessed Interest Charges (Accrued Interest), and any assessed Administrative Collection Fee, less any payments received in Cleared Funds and applied to that Invoice.

“Payment Method” / “Accepted Payment Methods” — The methods through which Client may submit payment as stated in Section 10 and/or the invoice, including Stripe-supported payment methods and Bank-to-Bank Transfer. NE6™’s pricing is the same regardless of payment method unless a controlling invoice/SOW explicitly states otherwise.

“Payment Processor” — A third-party payment facilitator used by NE6™, including Stripe.

“Personal Data Breach” — A confirmed breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed by NE6™ on behalf of Client, consistent with applicable data protection law where applicable to the Engagement.

“Postpaid” — A billing structure where Services are delivered first and invoiced afterward (and/or upon Milestone completion), with payment due according to invoice terms and these Terms.

“Prepaid Hour Block” / “Prepaid Professional Services Allocation” — A specified allocation of billable hours purchased in advance, denominated exclusively in hours (not dollars), applied exclusively toward NE6™ professional services, offered in standard increments as stated in Section 6.4, valid for twelve (12) calendar months from payment clearance, non-transferable, and non-refundable except where required by law or expressly stated in writing. Prepaid Hour Blocks expire at the end of the validity period with no carryover absent a written extension approved by NE6™.

“Prepaid Services” — Services delivered under a prepaid structure, including Annual Retainer, Monthly Retainer, and Prepaid Hour Blocks.

“Priority Tier” — The scheduling priority level selected for a request or engagement, used to communicate typical turnaround expectations and queue position. Priority Tiers may include Standard, Speed, Expedited, and 24-Hour (where offered). Priority Tiers are best-efforts unless expressly guaranteed in writing and may affect pricing, timelines, and availability.

“Production Environment” — A live environment, system, server, domain, workspace, tenant, database, or operational context used for real business operations, end-user access, customer delivery, revenue-generating activity, or operational workflows, as distinguished from development, testing, QA, or staging environments used solely for internal validation and not for live operations.

“Professional Services” — Consulting, strategy, research, documentation, implementation, design, production coordination, automation, integrations, AI-assisted workflows, and related professional services provided by NE6™, as described in Section 1 and the controlling SOW.

“Qualified Sale” — A referred-client purchase that qualifies for Commission under the Affiliate and Referral Program only if: (a) attribution is valid and confirmed by NE6™; (b) payment is successfully received by NE6™ and not reversed; (c) the purchase is not refunded, charged back, disputed, or otherwise invalidated; and (d) eligibility requirements are satisfied.

“Qualifying Good Faith Payment” — A Good Faith Payment equal to at least twenty-five percent (25%) of the then-outstanding past-due balance, which may trigger specific discretionary protections described in the payment/collections section, without stopping interest accrual and without resetting the original due-date anchor unless NE6™ expressly confirms otherwise in writing.

“Recording Notice” — Notice that a call/meeting is being recorded. Where required by law, recording occurs only after notice and consent as described in these Terms.

“Referrer” — A person or entity approved by NE6™ in writing to refer Clients and receive Commission under the Affiliate and Referral Program. A Referrer may also be an Affiliate.

“Remedies” / “Remediation” — Actions taken to correct, fix, or address Defects or performance issues, including revision, replacement, refund (where applicable), or other corrective measures.

“Retainer” / “Professional Services Retainer Allocation” — A prepaid professional services engagement providing a defined time allocation and retainer-specific rules as governed by Section 6 and the controlling invoice/SOW, including Annual Retainer and Monthly Retainer offerings.

“Residual Balance” — The amount, if any, that remains unpaid to NE6™ after applying Net Recovery proceeds to the Past-Due Balance, to the extent Client remains liable for such amount under these Terms and applicable law.

“Reusable Components” — Generalized or reusable elements created or maintained by NE6™ that are capable of reuse across engagements, including templates, frameworks, libraries, utilities, modules, boilerplate, systems, playbooks, checklists, and other generalized building blocks, whether created before or during an Engagement. Reusable Components are retained by NE6™ and are not transferred to Client except as permitted for Embedded Use under these Terms.

“Revision” / “Revisions” — Changes, modifications, edits, or updates to a Deliverable requested by Client within the Acceptance Window, provided that Revisions are non-material and within original SOW scope and Acceptance Criteria. Material revisions, new requirements, or scope expansion require a Change Order.

“Rounding Rule” / “Rounding Up” — The rule that billable time is rounded up to the next Billing Increment. Unless explicitly stated otherwise in a controlling SOW/invoice, all time is billed in 0.25 hour increments rounded up as follows (examples are controlling illustrations of the rule): 13 minutes → 0.25 hours;16 minutes → 0.50 hours; 31 minutes → 0.75 hours; 44 minutes → 0.75 hours; 46 minutes → 1.00 hour. For avoidance of doubt: the rounding is always upward to the next 0.25 increment, not nearest rounding and not downward rounding.

“Scope” — The services, Deliverables, requirements, specifications, Acceptance Criteria (if applicable), assumptions, exclusions, constraints (including AI Usage Tier / Deliverable Constraints and Priority Tier where applicable), timelines, milestones (if any), dependencies, sequencing, and other project parameters that are expressly defined in the controlling SOW and/or approved Work Order / Scope Memo (and, where permitted, clarified in the Communication Record). Scope is locked in writing and may be modified only through a written Change Order (or other written change mechanism expressly permitted under these Terms).

“Security Incident” — A confirmed event affecting systems within NE6™’s control that results in (or reasonably indicates) unauthorized access to, unauthorized disclosure of, loss of control over, or material unavailability of Client data maintained by NE6™ in connection with an Engagement.

“Self-Serve Cancellation Method” — A cancellation method that allows a Consumer to cancel a recurring charge without interacting with NE6™ personnel (for example, a payment-processor customer portal or an online cancellation workflow made available by NE6™).

“Service Suspension” — Temporary suspension of all active and future services, work, access to systems, and/or delivery obligations due to Client non-payment, Chargeback, breach, or other material default. Service Suspension continues until all overdue amounts are paid in full (including applicable fees/costs) or otherwise resolved in writing.

“Service Suspension Effective Notice” — A written notice sent by NE6™ through an Official Channel stating that Services will be suspended for non-payment and identifying the effective time and cure requirements.

“Standard Postpaid Hourly Rate” — NE6™’s then-current hourly rate applicable to Postpaid services for the relevant tier and engagement context, as stated in the controlling invoice/SOW and/or NE6™’s written rate confirmation through an Official Channel. Where a rate must be identified for rerate or rebilling purposes, the Standard Postpaid Hourly Rate is the rate in effect at the time of rebilling unless the controlling SOW/Communication Record states a different governing rate.

“Statement of Work” / “SOW” — A written document signed or approved by both parties specifying scope, Deliverables, timeline, fees/pricing, payment terms, Acceptance Criteria, assumptions, exclusions, IP/license/ownership terms (if varied), Deliverable Constraints (including AI limitations), and other material engagement terms. The SOW governs engagement-specific scope and commercial terms; these Terms govern the legal framework except where these Terms expressly state otherwise.

“Stripe” — Stripe Payments Inc. (or applicable affiliates), a third-party payment processor used by NE6™ to accept payments. Stripe’s own terms may apply to payment processing. NE6™ does not impose a separate “Stripe fee” unless expressly stated in writing; Client remains responsible for any fees assessed by Client’s bank/issuer.

“Stripe Subscription Cancellation Method” — The cancellation workflow made available to a Client through Stripe (or any successor payment processor used by NE6™ for recurring billing) that allows the Client, through the processor’s customer portal or subscription management interface, to view an active recurring subscription (including a Monthly Retainer subscription) and cancel it directly through the processor. Cancellation under this method is effective when the processor records the cancellation in its system, subject to the processor’s timing cutoffs, processing rules, and any already-processed charges.

“Subcontractor” / “Specialist” — Any third-party individual or entity engaged by NE6™ to assist with services. NE6™ remains responsible for Subcontractor performance as between NE6™ and Client, subject to these Terms.

“Support Portal” / “Support Ticket Portal” — NE6™’s designated support ticket portal/system used for Official Channel communications, Delivery Notifications, acceptance/rejection/revision submissions, and creation of the Communication Record.

“Support Ticket” — A request submitted through NE6™’s Support Ticket Portal. Support Tickets are Communication Records and are an Official Channel for requests, instructions, scope changes, billing questions, and confirmations.

“Termination” — Cessation of engagement, services, and business relationship between Client and NE6™, effective immediately or on a specified date as determined by the terminating party, subject to payment obligations and survival clauses.

“Third-Party IP” — Any intellectual property, materials, software, assets, libraries, plugins, APIs, themes, fonts, media, or other components owned or licensed by a third party (including Open Source Software and SaaS/platform functionality) that are incorporated into, required by, or used in connection with a Deliverable, and which remain governed by third-party license terms and restrictions.

“Third-Party Services” — Any software, platform, service, hosting, tool, API, print vendor, production vendor, shipping carrier, or external service provided by a vendor other than NE6™.

“Turnaround Tier” — The scheduling priority and turnaround category (Standard/Speed/Expedited/24-Hour) applicable to a request, Deliverable, Milestone, or engagement, which may affect delivery sequencing, capacity allocation, and pricing as governed by these Terms, the SOW, and written approvals.

“Unauthorized Payment” — A payment that a bank, processor, or card network determines (or alleges in a formal dispute process) to be unauthorized, fraudulent, or improperly initiated by a person lacking authority to use the payment method, regardless of whether the Services/Deliverables were provided to a Benefit Recipient.

“Usage Statement” — A statement or invoice-style record showing prepaid time consumption, remaining allocation, work performed/logged, and related administrative details (including relevant dates and expiration date).

“Valid Rejection” — A written rejection submitted within the Acceptance Window through an Official Channel that: (a) identifies specific Defects or specific ways the Deliverable fails to meet the written Acceptance Criteria; (b) references the applicable requirement(s) with reasonable specificity; and (c) provides sufficient information for NE6™ to verify the issue. A Valid Rejection does not include: preference changes, new scope requests, retroactive requirements, or “not what I wanted” statements without reference to written requirements.

“Work Order” / “Scope Memo” means a written work authorization document issued by NEW ENGLAND CONNECT LLC (“NE6™”) through an Official Channel that, at a minimum, identifies (i) the requested Services and scope (including any Deliverables, assumptions, exclusions, and dependencies), (ii) the applicable AI Usage Tier and Turnaround Priority Tier (if applicable), and (iii) the pricing basis and any material billing terms or schedule expectations for the request. A Work Order / Scope Memo may be titled “Work Order,” “Scope Memo,” “Work Authorization,” “Work Request Confirmation,” or similar. Once the Client approves a Work Order / Scope Memo in writing through an Official Channel, it constitutes the Client’s authorization for NE6™ to begin the described work, and—where these Terms state so (including Section 6.1.10 and Section 6.8)—the approved Work Order / Scope Memo is treated as a Statement of Work (“SOW”) for purposes of governance, scope control, change control, and enforcement under these Terms. NE6™ may require an updated or revised Work Order / Scope Memo (or a formal SOW) if scope, assumptions, Deliverables, AI restrictions, priority/turnaround requirements, or pricing materially change.

“Non-Solicitation Period” — Six (6) months. Unless a controlling SOW or another section of these Terms states a different period for a specific engagement, the Non-Solicitation Period means the six (6) month period following the later of: (a) termination/completion of the applicable engagement; or (b) the last date on which the relevant Subcontractor/Specialist performed services for Client through NE6™.

2.2 Interpretation & Rules

UNLESS EXPRESSLY STATED OTHERWISE IN A CONTROLLING SOW OR INVOICE:

(A) “Including” means “including without limitation.”

(B) “Including but not limited to” provides illustrative examples only and does not restrict broader categories.

(C) Days vs. Business Days. References to “days” are calendar days unless explicitly stated as “Business Days.” If a deadline is stated in Business Days, then Business Days exclude weekends and the Massachusetts holidays listed in the Business Day definition (plus any written NE6™ closure days). If a deadline falls on a non-Business Day, the deadline extends to the next Business Day unless a controlling SOW expressly states otherwise.

(D) Months. References to “Month” or “Monthly” mean a thirty (30) calendar-day period unless a specific calendar month or a specific monthly billing anchor is stated (e.g., “charged on the 1st of each month” under the Monthly Retainer).

(E) “Or” is inclusive. “Or” means “and/or,” not exclusive, unless the context unambiguously requires exclusivity.

(F) Capitalized terms. Capitalized terms have the meanings provided in Section 2.1 or elsewhere in these Terms as expressly defined.

(G) Headings. Headings are for convenience only and do not affect interpretation.

(H) Written records control. Communication Records through Official Channels control over conflicting oral statements, informal messages, or third-party communications. If Client wants an oral call outcome to be binding, it must be summarized and confirmed in writing in an Official Channel.

(I) Document hierarchy / order of control. If a conflict exists:

the controlling SOW governs engagement-specific scope, Deliverables, Acceptance Criteria, pricing, timeline, and model-specific terms for that engagement;
these Terms govern the legal framework and all general provisions;
a separate executed NDA governs confidentiality specifics only to the extent of a direct conflict on confidentiality.

(J) Timekeeping, Billing Increment, and Rounding Up are non-negotiable unless expressly changed in a controlling SOW. All billable time is measured using Time Entries and billed/deducted in Billing Increments, rounded up per the Rounding Rule.

(K) Tier selection and “locked” periods. Where Section 6 states that a tier selection is locked for a billing period (e.g., Monthly Retainer tier locked for the calendar month), changes require written notice and take effect only for the next stated cycle.

(L) Good Standing as a condition precedent. Any courtesy accommodation (including a Courtesy Extension, Paid Extension, or Monthly Retainer pause) is available only if Client is in Good Standing at the time of request and approval, and remains in Good Standing through the effective date of the accommodation, unless NE6™ expressly agrees otherwise in writing.

(M) Scope limitations control eligibility for discounted models. Where Section 6 restricts a model to pre-SOW support only (Models 1–2), any attempt to use that allocation for prohibited work triggers the enforcement mechanism described in Section 6.2C, and NE6™ may pause work and require transition to the appropriate model.

(N) No implied waivers. NE6™’s failure to enforce any provision in a single instance does not waive the right to enforce it later. Any waiver must be in writing and signed/confirmed by NE6™ through an Official Channel.

(O) Singular/plural; gender. Words in the singular include the plural and vice versa; words of any gender include all genders, as context permits.

SECTION 3: ACCEPTANCE & BINDING AGREEMENT

3.1 How Client Accepts These Terms & Conditions

Client is deemed to have accepted these Terms & Conditions in full, and is legally bound by them, when Client (or anyone acting on Client’s behalf) takes any of the following actions after being presented with, linked to, or otherwise provided access to these Terms https://llc.NE6.us/tnc/:

(a) Written Acceptance (SOW / Engagement Letter / Written Agreement). Client signs (physically or electronically) a Statement of Work (“SOW”), engagement letter, proposal acceptance, or other written agreement that references or incorporates these Terms & Conditions.

(b) Electronic Acceptance (Clickwrap / Online Assent). Client accepts and agrees to these Terms through an electronic workflow provided or required by NE6™, including by: (i) clicking “I Agree,” “Accept,” or similar assent mechanism; (ii) selecting an option (or) checking a box acknowledging acceptance; (iii) completing a checkout, payment, onboarding, portal-access, or purchase workflow that references these Terms; (iv) submitting a Support Ticket through NE6™ systems that references these Terms; or (v) otherwise affirmatively indicating assent through an electronic process.

(c) Support Ticket Portal Engagement (Official Channel). Client creates, submits, responds to, or updates a Support Ticket through NE6™’s Support Ticket Portal (as described in Section 1.2) in a manner that requests, authorizes, directs, approves, or confirms Professional Services, scope changes, billing approvals, execution instructions, deliverable approvals, or operational decisions.

(d) Email Engagement (Official Channel). Client sends an email to NE6™’s official email address identified in Section 1.2 that requests Professional Services, authorizes work, approves scope/timeline/cost, confirms deliverables, provides execution direction, or otherwise directs NE6™ to begin or continue billable work.

(e) Payment / Authorization of Payment. Client submits payment for Professional Services, deposits, retainers, prepaid purchases, print orders, pass-through costs, or any other NE6™ charges, or authorizes payment to be submitted (including by approving an invoice or paying an invoice).

(f) Requesting Work to Begin or Continue. Client requests that NE6™ begin work, continue work, proceed beyond a stated checkpoint, or proceed notwithstanding open questions or risks, when such request is made through an official channel (Support Ticket Portal or email) or documented in a written Communication Record.

(g) Use of Deliverables / Materials / Access. Client accesses, downloads, uses, deploys, installs, publishes, prints, distributes, launches, or otherwise uses any NE6™ deliverable, file, material, documentation, design, creative asset, code, configuration, print-ready file, workspace, portal, or other output.

(h) Continued Engagement After Notice. Client continues to engage with NE6™, request Professional Services, approve work, or accept deliverables after being presented with, linked to, or otherwise provided these Terms.

(i) Website Use That Initiates Professional Services. Client uses NE6™’s website or public-facing forms in a manner that requests, initiates, purchases, schedules, or facilitates Professional Services, including submitting forms that request work, placing an order, creating an account to obtain Professional Services, creating tickets, purchasing, or requesting deliverables.

Asynchronous-first / Official channel rule. NE6™’s official channels are the Support Ticket Portal (primary) and email (secondary), as stated in Section 1.2. Phone calls, video calls, and meetings may be used for discussion and coordination, but binding instructions, approvals, scope changes, and billing approvals must be reflected in a written Communication Record (Support Ticket or email). If there is any conflict between oral discussions and a written Communication Record, the written Communication Record controls.

3.2 Acceptance Does Not Create an NDA or Pre-Engagement Confidentiality Obligation

Client’s acceptance of these Terms & Conditions may establish a binding commercial relationship for Professional Services and related operational terms, but does not by itself:

(a) create an executed nondisclosure agreement (“NDA”);

(b) create confidentiality obligations for pre-engagement discussions or materials; or

Pre-engagement confidentiality boundaries and handling of pre-engagement materials are governed by Section 5 and by the Confidential Information framework in these Terms (including any rule stating that pre-execution materials are not Confidential Information unless a signed NDA or executed SOW expressly covers them). Confidentiality obligations arise only if and when the parties execute: (i) a separate written NDA, and/or (ii) an executed SOW or written agreement that expressly imposes confidentiality obligations or expressly incorporates confidentiality obligations.

3.3 B2B-Focused Terms; Consumer Overlay by Cross-Reference Only

These Terms & Conditions are designed for Professional Services transactions between NE6™ and business or organizational clients (including corporations, partnerships, limited liability companies, nonprofits, government agencies, trusts, educational institutions, and other legal entities acting in a business or organizational capacity).

If Client is a Consumer (as defined in Section 2), then additional consumer rights, restrictions, disclosures, or protections may apply. Any consumer-specific terms are addressed exclusively in Section 34.

Conflict rule (Consumer transactions). If Client is a Consumer and there is a direct conflict between these general B2B terms and Section 34, then Section 34 controls for the Consumer transaction to the extent of the conflict.

3.4 No Requirement for Separate Signature

These Terms & Conditions are binding without requiring a separate signature. Any acceptance mechanism listed in Section 3.1 constitutes acceptance.

3.5 Entire Agreement; Order of Documents; Amendments Must Be Written

(a) Entire Agreement. These Terms & Conditions, together with any executed SOW and any written change order or written amendment confirmed by NE6™ through an official channel, constitute the entire agreement between the parties regarding the subject matter and supersede all prior and contemporaneous discussions, proposals, emails, understandings, and representations (whether written or oral).

(b) Order of Documents / Priority. In the event of a conflict among documents, the following order of precedence applies (highest to lowest), unless an applicable document expressly states otherwise:

an executed written amendment that expressly states it amends these Terms;
an executed SOW (or engagement letter) that expressly references these Terms;
these Terms & Conditions;
Client-issued documents (including purchase orders, vendor onboarding terms, supplier portals, or procurement templates), which are for Client’s administrative convenience only and do not apply unless NE6™ expressly agrees in writing.

(c) No Oral Modifications. No email thread, phone call, meeting, chat message, or informal conversation modifies these Terms unless the modification is documented in a written amendment or written change order that is confirmed by NE6™ through an official channel and, where applicable, executed by the parties.

3.6 Client Authority

If Client is acting on behalf of a legal entity (corporation, partnership, LLC, nonprofit, government agency, trust, or other entity), Client represents, warrants, and certifies that:

(a) Client has actual authority to bind the entity to these Terms & Conditions;

(b) Client has apparent authority to act on behalf of the entity for engaging Professional Services;

(d) Client’s acceptance of these Terms & Conditions is binding upon the entity.

If Client lacks such authority, Client may be personally liable for obligations incurred under these Terms & Conditions.

SECTION 4: WEBSITE USE & ACCESS

4.1 Informational Use; No Professional Advice

NE6™’s website (and any NE6™-managed pages, portals, forms, public documentation areas, or public-facing resources) is provided for informational and operational purposes only. Website content may describe NE6™ Professional Services, processes, general business concepts, or implementation considerations, but does not constitute legal advice, accounting advice, tax advice, investment advice, compliance certification advice, insurance advice, or other regulated professional advice.

Client must rely on appropriately licensed professionals for regulated advice. Client is solely responsible for determining whether any information is appropriate for Client’s specific situation.

4.2 No Warranty on Content, Availability, or Results

To the maximum extent permitted by law, NE6™ does not warrant or guarantee:

(a) the accuracy, completeness, or timeliness of website content;

(b) uninterrupted access or availability;

(d) security from unauthorized access; or

(e) that the website will be free of malware, viruses, harmful code, or third-party disruptions.

Use of the website is at the user’s own risk to the extent permitted by law.

4.3 Prohibited Uses

Client (and any website user) shall not use the website, portal, forms, or related systems to:

(a) access systems, areas, accounts, or data without authorization;

(b) distribute or attempt to distribute malware, viruses, ransomware, spyware, harmful code, or malicious payloads;

(c) conduct spam, phishing, credential harvesting, denial-of-service attacks, intrusion attempts, or vulnerability scanning without authorization;

(d) scrape, crawl, bulk-download, mirror, or systematically extract content without NE6™’s written authorization;

(e) reverse engineer, decompile, disassemble, or attempt to derive source code or system logic except where expressly permitted by law;

(f) use the website or content to build or facilitate competing services by copying protected content, brand assets, or proprietary materials;

(g) harass, threaten, defame, impersonate, or harm others;

(h) violate any law, regulation, or third-party right (including intellectual property and privacy rights);

(i) upload content that is unlawful, infringing, or that the user does not have the right to share; or

(j) interfere with normal operation, security, or integrity of NE6™ systems or third-party providers supporting the website.

4.4 Suspension & Termination of Access

NE6™ may suspend or terminate access to the website, portal, or related systems immediately if NE6™ reasonably believes a user has violated this Section 4, attempted prohibited activity, created a security risk, or otherwise materially breached these Terms. NE6™ may also take steps to investigate, mitigate, preserve evidence, restrict access, or report abuse as appropriate.

4.5 Third-Party Links and Services

NE6™’s website may reference or link to third-party tools, platforms, vendors, payment processors, or other external services. NE6™ is not responsible for third-party content, availability, security practices, or terms. Use of third-party services is governed by the third party’s own terms and policies, and Client is responsible for reviewing and complying with them.

4.6 Website and Portal Credentials; Responsibility for Access

If NE6™ provides access credentials, account access, portal access, or workspace access to Client or Client personnel, Client is responsible for:

(a) maintaining the confidentiality and security of credentials;

(b) restricting access to authorized personnel only;

(d) all activity conducted through Client’s accounts or credentials, whether authorized or unauthorized, to the extent permitted by law.

SECTION 5: PRE-ENGAGEMENT COMMUNICATIONS & BOUNDARIES

5.1 Early-Stage Discussions (Fit, Discovery, Feasibility)

Before an SOW is executed, NE6™ may engage in preliminary discussions to evaluate fit, understand Client needs, discuss a general approach, and assess feasibility. This pre-engagement phase may include asynchronous Q&A, limited review of high-level materials, and general guidance about engagement structure.

Pre-engagement discussions are for evaluation and scoping only unless NE6™ confirms in writing (via an official channel) that billable work has begun.

5.2 No Obligation to Engage

NE6™ retains sole discretion to accept or decline potential Clients. No discussion, proposal, preliminary inquiry, exploratory call, email thread, or Support Ticket created for inquiry purposes creates an obligation for NE6™ to proceed with an engagement, provide Professional Services, reserve capacity, or offer any particular pricing, timeline, or deliverable.

5.3 Pre-Engagement Submissions; No Unsolicited Confidential Information; No Confidentiality Without NDA

Do not send confidential information pre-NDA. Client agrees not to submit confidential, proprietary, trade secret, export-controlled, legally restricted, regulated, or otherwise sensitive information to NE6™ during the pre-engagement phase unless a separate NDA (or executed SOW that expressly creates confidentiality obligations) covering such disclosures has been executed in advance.

If Client nonetheless submits ideas, concepts, documents, designs, plans, code, data, credentials, files, or other materials to NE6™ without a signed NDA (or executed SOW that expressly covers such materials), Client acknowledges and agrees that:

(a) No confidentiality obligation. Such submissions are non-confidential for purposes of these Terms and do not create a confidentiality obligation for NE6™.

(b) No obligation to review, respond, return, or destroy. NE6™ has no obligation to review, evaluate, respond to, return, destroy, or certify deletion of unsolicited or pre-engagement submissions.

(c) Security and operational handling. NE6™ may route, quarantine, restrict, or screen submissions for security, operational, or compliance purposes, and may delete or discard submissions (in whole or in part) at NE6™’s discretion.

(d) Recordkeeping. NE6™ may retain pre-engagement submissions and related communications for internal recordkeeping, security, audit, quality, training, or compliance purposes, subject to applicable law and NE6™’s internal policies.

(e) Independent development; non-confidential know-how. NE6™ may already be developing, may later develop, or may have worked on similar concepts independently. To the extent permitted by applicable law, NE6™ may use general ideas, skills, experience, and non-confidential know-how that are not Confidential Information and that are derived from ordinary professional experience, without any obligation to Client.

Nothing in this Section 5.3 limits obligations that expressly arise under a separate written NDA executed by both parties or an executed SOW that expressly imposes confidentiality and expressly covers the applicable materials.

5.4 If Client Requires Confidentiality, Client Must Obtain a Signed NDA First

If Client requires confidentiality for pre-engagement discussions, Client must request an NDA and ensure that NE6™ has executed the NDA before Client discloses confidential information. Without a signed NDA (or an executed SOW that expressly creates and applies confidentiality obligations to the relevant disclosures), no confidentiality obligation exists for pre-engagement discussions under these Terms.

5.5 Preliminary Consultations (If Offered); Asynchronous-First

NE6™ may offer preliminary consultations at no cost or at a nominal cost, at NE6™’s discretion. Where offered, preliminary consultations are typically conducted asynchronously (Support Tickets and/or email) to preserve clarity and reduce misunderstandings.

Short phone/video calls may occur if necessary to assess fit and clarify high-level needs, but NE6™ may require that outcomes, decisions, and next steps be summarized in writing through an official channel.

5.6 Work Commencement; When Billing Begins

The distinction between a preliminary consultation and billable Professional Services is determined by NE6™ in its reasonable discretion. NE6™ will indicate when billable work begins.

Billing begins when substantive work begins, including (without limitation) research performed for Client’s specific situation, drafting deliverables, producing design assets, implementing technical changes, creating print-ready production files, performing troubleshooting/triage, preparing configurations, beginning execution tasks, or otherwise performing work that goes beyond high-level scoping.

If ambiguity exists, Client must confirm in writing (Support Ticket or email) whether billable work has begun. If Client requests NE6™ to proceed with execution, NE6™ may treat that as authorization to begin billable work as reflected in the applicable Communication Record.

5.7 No Formal Scope Until Confirmed in Writing

Until an SOW is executed (where required) or until NE6™ otherwise confirms scope, deliverables, timeline, and pricing in a written Communication Record, any statements about potential scope, pricing ranges, timelines, deliverables, or outcomes are non-binding estimates and may change based on discovery, constraints, dependencies, risk, third-party requirements, and Client-provided inputs.

5.8 Official Channels for Pre-Engagement Communications

Client agrees that pre-engagement communications should occur through NE6™’s official channels as defined in Section 1.2 (Support Ticket Portal as primary, email as secondary). NE6™ does not guarantee visibility, response handling, or recordkeeping for communications sent through unofficial channels, third-party messaging apps, social DMs, or misaddressed mail.

If Client communicates through unofficial channels, Client bears the risk of delays, misrouting, loss of context, or incomplete records.

SECTION 6: ENGAGEMENT MODELS, STRUCTURES & PRICING FRAMEWORK

6.1 Engagement Model Overview

6.1.1 Purpose and Scope of This Section

This Section 6 defines NEW ENGLAND CONNECT LLC’s (“NE6™”) engagement models, scope boundaries, pricing framework, AI usage levels, priority/turnaround tiers, and the governing rules for how work is requested, scheduled, delivered, and billed. Section 6 applies to all Services unless expressly modified by a valid Statement of Work (“SOW”) or a separate written agreement executed by both parties.

6.1.2 Six Engagement Models

NE6™ offers six (6) engagement models so Clients can select a structure that matches scope, budget, governance needs, and risk profile:

Model 1 — Annual Retainer (Pre-SOW Support Only): prepaid hours for limited pre-SOW support within strict scope limits.
Model 2 — Monthly Retainer (Pre-SOW Support Only): recurring monthly prepaid hours for limited pre-SOW support within strict scope limits.
Model 3 — Prepaid Hour Blocks (Execution Permitted): prepaid hours for execution work and deliverables, subject to tracking, expiration, and governance rules.
Model 4 — Milestone-Based Projects (SOW Required): defined deliverables and acceptance criteria under an SOW, with structured payment schedules and change control.
Model 5 — Postpaid As-Needed Services (Work Order / SOW Required): work requested and billed hourly after performance (or per agreed interim billing), with tiered rates based on AI usage level and priority/turnaround tier, performed only after written approval of a Work Order / Scope Memo treated as an SOW under these Terms.
Model 6 — Custom Engagement Models: equity, revenue share, profit share, partnership, JV, licensing, or other bespoke arrangements under a separate signed agreement.

6.1.3 Core Pricing Architecture by Model Type

The pricing architecture varies by model because the commercial and operational risk profile is different by model (e.g., prepaid discount vs. postpaid flexibility; pre-SOW advisory vs. full execution; governance complexity; acceptance and change control; scheduling priority; AI limitation costs).

High-level model characteristics (pricing and governance):

Models 1–2 (Prepaid Support Retainers): discounted effective rates for pre-SOW support only (discovery, scoping, advisory, verification), strictly limited by Section 6.2C. Retainers are not delivery vehicles for milestone execution, builds, or acceptance-based packages.
Model 3 (Prepaid Hour Blocks): prepaid execution time for deliverables and implementation, with usage tracking, expiration rules, and governance requirements appropriate for execution work.
Model 4 (Milestone Projects): SOW-required defined deliverables with acceptance criteria, timeline expectations, dependency management, and formal change control. Pricing is fixed-fee, supported by implied hourly fairness bands.
Model 5 (Postpaid As-Needed): highest flexibility and priority pricing, billed in time increments after work is performed (or per interim cadence), with rates determined by AI Usage Tier and Priority Tier. A written Work Order / Scope Memo is required before work begins (see Sections 6.6 and 6.8).
Model 6 (Custom): bespoke commercial structures; pricing, AI usage, and ownership/licensing are negotiated holistically and governed by a separate signed agreement.

6.1.4 Asynchronous-First Operations; Written Records Control

NE6™ primarily operates through written, asynchronous communication to preserve clarity, traceability, and operational efficiency. The “Official Channels” are defined elsewhere in these Terms. If there is any discrepancy between a call and a written record, the written record governs.

6.1.5 Billability of Calls/Meetings; Travel; Pass-Through Costs

(a) Calls/Meetings Are Billable by Default.

Calls, meetings, workshops, live screenshares, and real-time sessions (collectively, “Meetings”) are billable unless NE6™ expressly confirms in writing (through an Official Channel) that a specific Meeting is included at no charge as part of a specific package, retainer, SOW, or Work Order.

(b) What Counts as Billable Meeting Time (Remote or In-Person).

Unless otherwise stated in writing, billable Meeting time includes, without limitation:

(i) Live meeting time from the scheduled start time to the scheduled end time (or actual start/end time if different); and

(ii) Associated Meeting work, including reasonable time for preparation (agenda review, document review, setup), post-Meeting documentation and summarization, action-item extraction, task logging, follow-up structuring, and internal coordination necessary to implement the Meeting outcomes.

All Meeting-related time is subject to the Universal Billing Increment in Section 6.1.6 (0.25 hour increments, rounded up).

(d) Client Acknowledgment of Billability; No “Free Call” Assumption.

A Client may request Meetings, but no Meeting is presumed free. If NE6™ schedules a Meeting at the Client’s request (or with Client’s written approval), the Client acknowledges that Meeting time is billable unless NE6™ expressly states otherwise in writing.

(e) In-Person Meetings; Travel Time.

In-person Meetings may be offered at NE6™’s discretion. Unless expressly waived in writing, travel time is billable and may include, as applicable:

(i) time spent traveling to and from the meeting location (including reasonable door-to-door travel time);

(ii) reasonable buffer time required for check-in, parking, security, site access, or comparable access constraints; and

(iii) waiting time caused by Client delays, site access issues, or dependency failures (e.g., unavailable attendees, unavailable systems) when NE6™ personnel are on-site and unable to redeploy time productively.

(f) Minimum Blocks; Scheduling Constraints (If Stated in Writing).

For certain Meetings (especially in-person Meetings, workshops, or rush Meetings), NE6™ may require minimum billable blocks, deposits, or scheduling constraints. For example, in-person Meetings may require a minimum billable block of four (4) hours, and rush workshops or short-notice sessions may require a non-refundable deposit of up to twenty-five percent (25%) of the estimated fees as a condition of scheduling. Any such minimums or special requirements must be stated in writing (invoice, Work Order, SOW, or written confirmation through an Official Channel).

(g) Pass-Through Costs — Definition.

“Pass-Through Costs” means third-party or out-of-pocket expenses incurred to perform the Services that are not included in NE6™’s fees, including without limitation: travel (airfare, mileage, rideshare), lodging, meals (when travel requires), parking/tolls, shipping, venue rentals, third-party tools or software, paid research sources, paid data access, specialized hardware, and other approved third-party services required for performance.

(h) Pre-Approval Required; No Blind Billing.

NE6™ will not charge Pass-Through Costs without prior written disclosure and Client approval through an Official Channel, unless an SOW/Work Order expressly pre-authorizes (i) specific categories of Pass-Through Costs, (ii) spending limits/caps, or (iii) a defined reimbursement policy.

(i) Receipts/Documentation and Reimbursement Mechanics.

Where practical, NE6™ will provide reasonable documentation for Pass-Through Costs (e.g., receipts, confirmations, or summaries). Pass-Through Costs may be invoiced:

(i) as incurred (advance or contemporaneous invoicing), and/or

(ii) in the next invoice cycle,

as NE6™ determines reasonable based on the engagement. Pass-Through Costs are due under the same payment terms as the invoice on which they appear unless otherwise stated in writing.

(j) Client-Directed Vendors and Accounts.

If the Client requires NE6™ to procure or use specific third-party tools, vendors, or accounts, the Client may be required to: (i) purchase those items directly, (ii) grant NE6™ access, and/or (iii) reimburse NE6™ for approved charges. NE6™ is not responsible for third-party vendor performance, outages, billing disputes, or third-party terms.

(k) No Obligation to Advance Significant Costs.

NE6™ is not obligated to advance substantial Pass-Through Costs. NE6™ may require prepayment, deposits, or direct Client purchase for Pass-Through Costs as a condition of scheduling or performance.

6.1.6 Universal Billing Increment and Rounding

Unless expressly stated otherwise in a written agreement, all work across all models is billed and/or deducted in 0.25 hour (15-minute) increments, rounded up to the next increment.

6.1.7 AI Usage Levels (Deliverable-Controlled; Three-Tier Framework)

NE6™ supports three distinct AI usage levels (“AI Usage Tiers”). AI Usage Tiers are deliverable-controlled. This means the Client’s selected tier governs how AI may be used in Client-facing work product and Deliverables (including drafts, documents, code, designs, recommendations, reports, templates, systems documentation, and other materials provided to the Client through an Official Channel).

Important clarification (workflow vs. deliverable): NE6™ may use AI tools in internal workflow steps that are not delivered to the Client (e.g., internal planning, internal task structuring, internal analysis aids, internal quality checks, administrative automation). The AI Usage Tier determines what AI involvement is permitted in the Deliverables and Client-facing outputs that are provided to the Client.

Human review always: Regardless of AI Usage Tier, all Deliverables are human-reviewed and produced under human professional judgment, verification, and quality control before delivery.

(a) Standard AI-Integrated (“SAI”).

Under SAI, AI tools may be used throughout the delivery process, including (without limitation) research support, analysis, drafting, redrafting, restructuring, summarization, code assistance, and workflow optimization. Deliverables may include AI-generated or AI-assisted content (in whole or in part), provided that NE6™ performs human review, verification, editing, and quality control before delivery. SAI is designed to maximize speed and cost-efficiency and is the default tier in many offerings.

(b) Limited AI (“LIM”).

Under LIM, AI use is materially restricted for the Deliverables. AI may be permitted for limited, defined purposes (for example: ideation, outline generation, structural planning, non-sensitive research summaries, or other bounded sub-tasks), but the Deliverable itself is not produced as an AI-generated final. In practice, LIM commonly means that NE6™ may use AI to support planning or partial drafting, while the substantive final Deliverable is completed through substantially higher manual effort and human drafting. LIM is not a hybrid of AI and manual work in the final Deliverable; rather, it is manual-first with AI used only as a planning, structuring, or ideation support aid. LIM constraints must be defined in writing before work begins (what is allowed, what is prohibited, what systems/data are excluded, and what portions of the work must be fully manual).

Under NOAI, AI tools are not used to draft, generate, or produce the Deliverables or Client-facing outputs that are delivered to the Client. The Deliverables are produced manually by human effort (human drafting, human building, human coding, human editing).

Workflow clarification: NOAI does not automatically mean that NE6™ will use zero AI anywhere in its internal operations; rather, it means no AI is used in the Deliverables. If a Client requires a stricter requirement (i.e., no AI use at all, including internal workflow), that must be separately negotiated in writing and may be subject to additional constraints, pricing, and/or unavailability.

(d) Cost, scheduling, and hours impacts (Client acknowledgement).

Client acknowledges that restricting AI usage generally increases:

Hourly rate / package price (because work becomes more manual and resource-intensive); and
Total hours required to produce substantially similar output (because manual drafting/building takes longer than AI-accelerated workflows).

Illustrative example (non-binding): If a Deliverable would typically require 10 hours under SAI, the same Deliverable under LIM may require materially more time (for example, 20–40+ hours depending on scope and constraints). Under NOAI, it may require even more time (for example, 30–60+ hours depending on the Deliverable and restrictions). Actual time depends on scope, complexity, and constraints and is governed by invoices, estimates, SOW terms, and written approvals.

(e) Tier selection and change rule.

Prepaid Models (Models 1–3): The AI Usage Tier is selected at purchase (or stated on the invoice/offer) and governs the engagement unless changed by written agreement.
SOW / Project Models (Model 4) and Postpaid Work (Model 5): The AI Usage Tier must be specified in the SOW, Work Order, scope memo, or written approval for the request.
Changes after start: If the Client requests an AI Usage Tier change after work has begun, NE6™ may require (i) repricing for remaining work, (ii) a written addendum or updated scope memo, and (iii) timeline adjustments. Changes are not retroactive unless NE6™ expressly agrees in writing.

6.1.8 Priority / Turnaround Tiers (Best-Efforts; Not Guaranteed)

(a) Purpose of Priority Tiers.

Where offered, NE6™ uses priority/turnaround tiers (“Priority Tiers”) to communicate relative queue priority and typical turnaround windows. Priority Tiers are best-efforts and do not constitute a guaranteed service level unless NE6™ expressly agrees in writing to a specific deadline or service level for a specific Deliverable.

(b) Typical Priority Tiers and Typical Windows (When Applicable).

For eligible work types (typically smaller-scope requests or discrete tasks), the Priority Tiers commonly align to the following typical turnaround windows:

Standard: typically 2–5 weeks
Speed: typically 1–2 weeks
Expedited: typically within 1 week
24-Hour: typically within 24 hours

For milestone-based projects and larger or multi-phase efforts (especially under Model 4, and often under Model 5 when a Work Order/SOW governs), the “Standard” turnaround is not automatically 2–5 weeks. Instead, the baseline schedule and target dates are defined by the SOW, Work Order, milestone plan, or written estimate, and Priority Tiers (if offered) reflect adjustments to queue placement and start-time priority relative to that baseline.

(d) Priority Pricing Reflects Compression Costs; It May Affect Both Rates/Package Price and Total Hours.

The Client acknowledges that Priority Tier selection may increase:

(i) the applicable hourly rate and/or package pricing due to priority queue placement and scheduling disruption; and

(ii) the total hours required in some cases, because accelerating work can require additional coordination, rework, parallelization, senior oversight, and operational compression (e.g., more frequent check-ins, tighter iteration cycles, expedited QA, coordination across dependencies).

Priority Tier pricing is therefore not solely an “upcharge for speed”; it may reflect real increases in the labor required to deliver under compressed timelines.

(e) Dependencies and Client Responsiveness Affect Turnaround.

Turnaround windows are materially affected by complexity, Client responsiveness, approvals, dependency readiness (including third-party systems), revision cycles, queue conditions, and Business Day constraints. If the Client delays inputs/approvals, changes requirements, introduces new scope, or otherwise causes schedule interruption, NE6™ may adjust timelines accordingly and the Client may incur additional billable time.

(f) Clock Reset / Interruption Mechanics (General Rule).

Unless NE6™ agrees otherwise in writing, when a request is paused due to Client delay (missing inputs, delayed approvals, unavailability), the applicable turnaround expectation may be treated as paused and may resume only when required inputs/approvals are received. Where Priority Tier work is involved, Client-caused interruptions may require repricing, resequencing in the queue, or re-confirmation of Priority Tier availability.

(g) Availability; NE6™ Discretion to Decline.

Priority Tiers are offered only when operationally available. NE6™ may decline Expedited or 24-Hour work (or require additional conditions such as prepayment, narrower scope, or staged delivery) if NE6™ determines that meeting the requested timeline is not feasible or would materially impair other obligations.

(h) Cross-Reference to Pricing Where Rates Are Listed.

Where Priority Tier pricing is stated in a rate matrix (including Model 5 postpaid pricing), the pricing table controls. Where Priority Tier pricing is offered for prepaid models (Models 1–3), the invoice/offer controls.

6.1.9 Pricing Governance; Invoice Controls; Promotional Mechanics

(a) Invoice controls. The invoice and/or written offer controls the price for the specific purchase or work request.

(b) Prospective updates. NE6™ may update pricing schedules prospectively. Updated pricing does not retroactively change already-paid invoices or already-agreed written rates for a specific engagement, unless the parties agree otherwise in writing.

(c) Promotions/discounts. NE6™ may offer promotional discounts, bonus hours, or introductory terms. Unless expressly stated otherwise in writing, promotions: (i) apply only to the stated purchase or billing cycle, (ii) do not change scope limitations, and (iii) do not alter the requirement to use Official Channels and written approvals.

6.1.10 SOW / Work Order Relationship (High-Level)

(a) SOW required (Model 4). A Statement of Work is mandatory for Model 4 milestone projects.

(b) Work Order / Scope Memo required (Model 5). Model 5 postpaid work is performed only after NE6™ provides a written Work Order / Scope Memo and the Client approves it in writing through an Official Channel; for purposes of these Terms, that approved Work Order / Scope Memo is treated as an SOW.

(c) SOW conditional (Models 1–3). Models 1–3 generally do not require an SOW unless NE6™ requires one for clarity, coordination risk, dependencies, compliance sensitivity, or deliverable governance.

(d) Ownership transfer requests. Any ownership/IP transfer request must be documented in a written addendum (typically attached to an SOW/Work Order) before work begins on the affected deliverables.

6.1.11 IP Default and Ownership Upgrade (Single Source of Truth)

This Section 6.1.11 is the controlling, single source of truth for intellectual property ownership and licensing posture across Engagement Models 1–6, except where a controlling Statement of Work (“SOW”), Work Order / Scope Memo, or written addendum expressly states otherwise in a Communication Record executed/approved in the manner required by these Terms. Sections 16–18 provide the detailed governing framework and are incorporated by reference; where Sections 16–18 provide more detailed rules on the same topic, Sections 16–18 control.

(a) Default (License Track)

Unless the controlling SOW/Work Order expressly designates an Ownership Track (or equivalent language clearly providing for assignment/transfer), all Deliverables are provided under a license model (the “License Track”), not an assignment of ownership.

(b) License Grant (License Track) — Conditional; Embedded Use of Background IP

Subject to (i) Client’s full payment in Cleared Funds of all amounts due related to the applicable Deliverables and (ii) Client’s ongoing compliance with these Terms, NE6™ grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables for Client’s internal business purposes and Client’s own business operations.

To the extent NE6™ Background IP or Reusable Components are incorporated into a Deliverable, the license granted under this subsection is limited to Embedded Use as part of the Deliverable and does not permit extraction, reuse, redistribution, or separate exploitation of NE6™ Background IP or Reusable Components. All other rights are reserved by NE6™.

(c) Authorized Users; Limited Internal Sharing

Client may permit Authorized Users (employees and individual contractors/agents acting on Client’s behalf) to access and use Deliverables solely for Client’s internal business purposes and Client’s own business operations, provided that:

such Authorized Users are bound by confidentiality and use restrictions at least as protective as those applicable to Client under these Terms; and
Client remains fully responsible for all acts and omissions of its Authorized Users.

No other sharing, distribution, or access is permitted unless expressly authorized in a controlling SOW/Work Order.

(d) Restrictions (License Track)

Unless NE6™ expressly agrees in writing in a controlling SOW/Work Order or addendum, Client may not:

sell, resell, license, sublicense, distribute, publish, disclose, or make Deliverables publicly available as stand-alone products, templates, starter kits, or reusable deliverables;
transfer, assign, or otherwise convey Deliverables (or any license rights) to any third party (other than the limited Authorized User access permitted above);
use Deliverables as a commercial offering to provide substantially similar deliverables to third parties or Client customers where the Deliverable itself is the product being sold;
remove, alter, or obscure legally required third-party attribution, license notices, or other required markings; or
extract, reverse engineer, decompose, or isolate NE6™ Background IP or Reusable Components from any Deliverable for independent use, replication, or reuse, except to the extent such restriction is prohibited by applicable law and cannot be waived by contract.

(e) NE6™ Retained Rights; Background IP; Reusable Components; Know-How

Client acknowledges and agrees that NE6™ retains all right, title, and interest in and to:

NE6™ Background IP and Reusable Components (including pre-existing and generalized tools, templates, frameworks, libraries, scripts, methodologies, systems, processes, and know-how), whether created before, during, or after the Engagement, even if incorporated into Deliverables; and
generalized skills, techniques, learnings, and methods developed or used by NE6™ in performing Services, except to the extent uniquely embodied in Custom Deliverable IP that is expressly assigned under an Ownership Track and only as permitted by Sections 16–18.

(f) Client Materials; Third-Party IP and Dependencies

If Client provides content, data, systems access, credentials, or other materials, Client represents and warrants that Client has the rights necessary for NE6™ to use such materials to perform Services and produce Deliverables.

Deliverables may include or depend on Third-Party IP and Third-Party Services (including Open Source Software and vendor/platform components) governed by their own terms. Any Ownership Track, Ownership Upgrade, or assignment does not override third-party rights or third-party license restrictions. Client remains responsible for third-party compliance as provided in Sections 16–18.

(g) Ownership Track / Ownership Upgrade (Optional; Requires Express Written Designation; Premium Pricing)

If Client requires an ownership transfer / IP assignment for specific Deliverables or components (an “Ownership Track” or “Ownership Upgrade”), it must be expressly agreed in writing in the controlling SOW/Work Order or a written addendum/Change Order, and must clearly identify:

Scope Identification. The specific Deliverables, components, repositories, modules, files, or workstreams that are subject to Ownership Track treatment (and, where applicable, the boundaries of what is excluded as NE6™ Background IP, Reusable Components, and Third-Party IP).
Pricing / Rate Basis. The pricing and/or rate basis applicable to Ownership Track work. Unless the parties expressly agree otherwise in writing, Ownership Track work is typically priced at a premium of approximately +25% to +60% over the otherwise applicable fees and/or rates (including milestone pricing equivalents), reflecting the buyout/assignment posture, associated documentation, and the loss of reuse rights for certain portions of the work.
Transfer Mechanics and Timing. The assignment mechanism (work-made-for-hire to the extent permitted, otherwise assignment), the effective date of transfer, and the conditions precedent to transfer (including full payment in Cleared Funds under subsection (i)).
Exclusions / Boundaries. Any exclusions or special boundaries applicable to the transfer, including standard exclusions stated in subsection (h) unless expressly overridden in the controlling SOW/Work Order.

Ownership Track / Ownership Upgrade terms must be finalized in writing before work begins on the affected Deliverables/components unless NE6™ expressly agrees otherwise in writing. No Ownership Track pricing, premium, or assignment terms are implied by course of dealing, partial payment, delivery, acceptance, or deployment.

(h) Scope of Ownership When Purchased; Standard Boundaries and Exclusions

Unless a controlling SOW/Work Order or addendum expressly states otherwise, any Ownership Track assignment applies only to the NE6™-owned portion of the Custom Deliverable IP for the specifically identified Deliverables/components and excludes:

NE6™ Background IP and Reusable Components (including any embedded frameworks, libraries, templates, utilities, methodologies, tools, and generalized building blocks);
Third-Party IP and Third-Party Services (including Open Source Software, vendor APIs/platform functionality, plugins, themes, fonts, and licensed media);
Client-provided materials (which remain Client’s); and
NE6™’s general know-how, methodologies, techniques, and learnings not uniquely embodied in the assigned Custom Deliverable IP.

(i) Payment Condition; No Effective Assignment Without Cleared Funds; Suspension on Non-Payment

All license grants and any Ownership Track assignment are subject to Client’s full payment in Cleared Funds of all amounts due for the applicable Deliverables/components.

If any payment is reversed, recalled, disputed, held, or subjected to a Chargeback, or if any related amount becomes past due:

Client’s license rights are automatically suspended for the affected Deliverables/components until all amounts are paid in Cleared Funds; and
any Ownership Track assignment is not effective (or is suspended in its exercise) until the Cleared Funds condition is satisfied, as further described in Sections 16–18.

During any suspension, Client must cease use of the affected Deliverables/components to the extent required by Sections 16–18.

(j) No Implied Ownership; No Course-of-Dealing Modification

No ownership transfer occurs by default, by delivery, by Acceptance, by deployment, by partial payment, or by course of dealing. Ownership transfers (if at all) only where expressly designated in writing in a controlling SOW/Work Order or addendum, and only upon satisfaction of the payment condition in Cleared Funds.

(k) Cross-Reference Rule

Where any Engagement Model provision addresses IP posture, it shall reference this Section 6.1.11 and Sections 16–18 rather than restating license/ownership structure. If any Model-specific language conflicts with this Section 6.1.11 or Sections 16–18, the controlling SOW/Work Order governs for that Engagement, and otherwise Sections 16–18 govern to the extent of the conflict (subject to any consumer overlay in Section 34).

6.1.12 Consumer Overlay

These Terms are structured primarily for B2B engagements. If a Client is a natural person acting primarily for personal, family, or household purposes, additional consumer-specific provisions may apply. Any such consumer-specific overlay is addressed in Section 34.

6.2 Model 1: Annual Retainer (Pre-SOW Support Only)

6.2.1 Structure

The Annual Retainer provides a prepaid allocation of 10.00 billable hours exclusively for pre-SOW support work that may be used within a single twelve (12) month period beginning on the purchase/activation date. Scope is strictly limited by Section 6.2C.

6.2.2 Annual Retainer Pricing (Standard Priority; License Path)

The Annual Retainer is offered in the following AI Usage Tiers at Standard priority unless otherwise stated in writing:

AI Usage Level	Annual Fee (Standard Priority)	Included Hours	Effective Rate
Standard AI-Integrated (SAI)	$750	10.00	$75/hr
Limited AI (LIM)	$1,750	10.00	$175/hr
No AI (NOAI)	$2,750	10.00	$275/hr

Notes:

(a) The Annual Retainer is priced on the license path by default. See Section 6.1.11 for ownership upgrades.

(b) If the Client purchases SAI and later requests LIM or NOAI, NE6™ will require a tier conversion and may require a supplemental invoice and/or written addendum before continuing under the requested AI tier.

6.2.3 Priority Tier Availability (If Offered)

NE6™ may offer Speed, Expedited, or 24-Hour variants for Annual Retainers only if operationally available. If offered, pricing and rules are provided in writing on the invoice/offer. Priority tiers do not expand the scope limits of Section 6.2C.

6.2.4 Non-Refundability; Purchase Mechanics

(a) The Annual Retainer fee is paid once per year. It does not recur automatically unless the Client purchases a renewal.

(b) Except where required by law or expressly stated in writing, the Annual Retainer is non-refundable once payment is received and cleared.

6.2.5 Hours Allocation; Authorized Use Only

(a) The Annual Retainer includes 10.00 total hours for the 12-month period.

(b) Hours may be used only for authorized pre-SOW support activities (Section 6.2C).

6.2.6 Validity; Expiration; No Rollover

(a) The Annual Retainer is valid for twelve (12) months beginning on the purchase/activation date.

(b) Unused hours expire at the end of the validity period with no carryover and no refund, except where required by law.

6.2.7 Extension Options (Good Standing Only)

Client may request an extension in writing before expiration:

(a) Courtesy Extension: One (1) courtesy extension of up to thirty (30) calendar days, at NE6™’s discretion, confirmed in writing before use.

(b) Paid Extension: A sixty (60) or ninety (90) day paid extension may be offered at NE6™’s discretion for a fee equal to ten percent (10%) of the Annual Retainer fee, subject to minimums of $75 (60 days) or $100 (90 days), unless NE6™ states a higher fee due to scheduling constraints.

Extensions:

require the Client to be in good standing (no pending disputes, chargebacks, collections activity, or payment defaults);
do not restart the 12-month clock; they extend the original window only; and
do not create any refund right or guaranteed availability.

6.2.8 Renewal

The Annual Retainer does not automatically renew. Renewal requires the Client to request renewal through an Official Channel and pay the applicable fee. NE6™ may decline renewal in its reasonable discretion based on account standing and engagement history.

6.2.9 Intended Use Examples (Pre-SOW Support Only)

Annual Retainer time is designed for smaller-scope, iterative pre-SOW support, such as:

strategy/execution feedback on Client initiatives (typically ≤2 hours per topic);
document review and editorial notes (typically ≤3 pages per hour);
scoped research tasks and analysis support (typically ≤3 hours per project);
planning and structured drafting support (typically ≤2 hours per draft);
troubleshooting/triage guidance (typically ≤2 hours per issue);
minor revisions to Client-provided materials (typically ≤1 hour per revision batch).

6.2.10 Not Ideal For / Prohibited Uses

Large builds, complex implementations, extensive multi-part deliverables, milestone projects, fixed-scope packages, or work requiring substantial continuous execution are prohibited under Model 1 and must move to Model 3, 4, or 5 as appropriate. Enforcement is governed by Section 6.2C.

6.2C Annual Retainer Scope Limitation (CRITICAL — Applies to Models 1 & 2)

6.2C.1 Authorized Pre-SOW Support Activities Only (Strict Limits)

Retainer hours may be used for Retainer-Authorized Activities even if the Client has an active SOW, provided the work performed remains within 6.2C and does not constitute execution of SOW deliverables.

Model 1 and Model 2 may be used only for pre-SOW support activities, including:

discovery calls and scoping sessions (typically ≤2 hours per topic; no deliverables required);
strategy reviews and feedback (typically ≤2 hours per review; commentary/notes only; no implementation);
competitive benchmarking summaries (typically ≤2 hours per report; research and brief analysis);
light document review/editorial (typically ≤3 pages per session; markup/notes; no rewriting);
requirements gathering/planning sessions (typically ≤2 hours per session; notes/outlines only);
troubleshooting/triage (typically ≤2 hours per issue; diagnosis and direction; no fix implementation);
pre-project scoping and discovery in preparation for a larger engagement (no execution).
A meeting is billable under retainer only if the work performed during/around that meeting is retainer-authorized (discovery/scoping/feedback/etc.) and stays within 6.2C (typically ≤2 hour per issue). Otherwise it’s billed under the execution model governing the work (M3/M4/M5).

6.2C.2 Expressly Prohibited Under Retainers (Requires Model 3–5 + Appropriate Pricing)

The following are expressly prohibited under Models 1–2 and require a different engagement model:

milestone-based project execution with acceptance criteria (Model 4);
custom development, design, implementation, or build work (Model 3/4/5 as required);
structured multi-part deliverables requiring formal acceptance (Model 4);
work requiring more than ~2 hours of continuous execution per single request (Model 3–5);
any work that is properly scoped under a separate SOW or fixed-scope package (Model 4);
building/coding/designing/implementing systems, templates, frameworks, automation, or deployments (Model 3–5);
work that must be billed at higher effective rates due to priority tiers, AI limitation, or governance complexity (Model 3–5).

6.2C.3 Enforcement Mechanism (Non-Negotiable)

(a) Detection / Notice: If the Client requests prohibited work under a retainer, NE6™ will provide written notice via an Official Channel (where practical, within 48 hours).

(b) Non-Billability of Prohibited Requests: Time spent on prohibited work requests is non-billable and does not deduct from retainer allocation. The Client does not “lose” retainer hours due to a prohibited request.

(c) Work Pause: NE6™ may pause the prohibited request immediately and require, before resuming: (i) written acknowledgment of the scope mismatch, (ii) selection of the appropriate model and/or SOW/Work Order, (iii) a new estimate and written approval, and (iv) issuance of a separate invoice (or SOW/Work Order) for continuation at the applicable rates.

(d) Repeated Violations: Repeated attempts to use retainer hours for prohibited work may result in suspension and/or requirement to migrate to Model 3–5.

6.2C.4 Rationale

Models 1–2 are intentionally priced as discounted access models because they are designed for pre-SOW support only and because they reduce NE6™’s operational exposure compared to execution work.

Without limitation, the discounted effective rates in Models 1–2 reflect:

(a) Strict scope limitation. Retainer time is constrained to pre-SOW support (discovery, scoping, advisory, verification, planning). This excludes higher-risk categories such as builds, implementations, multi-part deliverables, acceptance-driven execution, and deployment responsibility.

(b) Reduced governance overhead. Retainer work typically does not require milestone acceptance criteria, change-order administration, dependency mapping, delivery staging, handoff packaging, or formal acceptance workflows that apply to execution engagements.

(c) Reduced delivery and dispute risk profile. Pre-SOW support is inherently lighter-weight and less likely to create downstream disputes about “done” definitions, acceptance criteria, implementation performance, or environment-specific outcomes.

(d) Prepayment and predictability. Retainers are prepaid and time-bounded, improving planning and reducing billing/collections overhead relative to fully postpaid execution.

(e) Expiry and utilization risk. Retainer hours expire (monthly reset for Model 2; annual window for Model 1). That expiration/utilization risk is part of the commercial tradeoff that supports discounted pricing.

(f) Scheduling and operational efficiency assumptions. Retainer pricing assumes asynchronous-first operations, flexible scheduling consistent with retainer scope, and does not include dedicated capacity reservation, guaranteed start dates, or priority queue placement unless expressly stated in writing.

(g) Default license posture. Retainer pricing is structured under the default license posture in Section 6.1.11; broader ownership rights (if any) require a separate written agreement.

By contrast, Models 3–5 support execution and/or higher-risk delivery obligations (longer continuous execution, deliverable production, implementation, acceptance criteria, change control, higher coordination burden, dependency management, and higher schedule priority). Those engagements are priced accordingly under Models 3–5.

6.3 Model 2: Monthly Retainer (Pre-SOW Support Only)

6.3.1 Structure

The Monthly Retainer provides a recurring monthly allocation of billable hours exclusively for pre-SOW support work within the scope limitations of Section 6.2C.

6.3.2 Monthly Retainer Pricing (Standard Priority; License Path)

Monthly Retainer pricing below reflects Standard priority unless otherwise stated in writing:

Hours per Month	AI Usage Level	Monthly Fee (Standard Priority)	Effective Rate
3.00	Standard AI-Integrated (SAI)	$300	$100/hr
3.00	Limited AI (LIM)	$600	$200/hr
3.00	No AI (NOAI)	$900	$300/hr
5.00	Standard AI-Integrated (SAI)	$400	$80/hr
5.00	Limited AI (LIM)	$900	$180/hr
5.00	No AI (NOAI)	$1,400	$280/hr
10.00	Standard AI-Integrated (SAI)	$700	$70/hr
10.00	Limited AI (LIM)	$1,700	$170/hr
10.00	No AI (NOAI)	$2,700	$270/hr

Notes:

(a) Monthly Retainers are priced on the license path by default. See Section 6.1.11 for ownership upgrades.

6.3.3 Priority Tier Availability (If Offered)

NE6™ may offer Speed, Expedited, or 24-Hour variants for Monthly Retainers only if operationally available. If offered, pricing and rules are stated in writing on the invoice/offer. Priority tiers do not expand the scope limits of Section 6.2C.

6.3.4 Billing, Renewal, and Cancellation

(a) Billing / renewal. Unless otherwise stated in a controlling engagement document, Monthly Retainers are billed in advance and renew automatically on a recurring billing cycle.

(b) How to cancel (Stripe subscription vs. written request). The Client may cancel a Monthly Retainer as follows:

(i) Stripe subscription cancellation (fastest). If the Monthly Retainer is purchased as an auto-renewing subscription through NE6™’s Stripe checkout or Stripe customer portal, the Client may cancel at any time by using the cancellation controls made available through the applicable Stripe customer portal for that subscription (the “Stripe Subscription Cancellation Method”). Cancellation under this method is effective when Stripe records the cancellation, subject to Stripe’s processing rules and timing cutoffs.

(ii) Written cancellation through Official Channels (ticket/email). The Client may also cancel by submitting a written cancellation request through an Official Channel (including Support Ticket, and email where permitted by NE6™ as a backup Official Channel). To avoid a renewal charge, such request must be received at least five (5) Business Days before the next billing date. Requests received outside Business Days are deemed received on the next Business Day.

(c) Timing / effectiveness / charges near renewal. Cancellation becomes effective upon NE6™’s processing/confirmation (or upon Stripe recording cancellation, as applicable). The Client remains responsible for (i) charges incurred before cancellation is effective and (ii) any renewal charge that processes before cancellation is completed/recorded. Fees for a billed period are not refundable once the period begins, except as required by law or expressly stated in the controlling engagement document.

(d) Consumer engagements. For Consumer Engagements, this Section 6.3.4 is subject to Section 34 and Non-Waivable Law; if there is any conflict, Section 34 controls to the maximum extent permitted by law.

6.3.5 Introductory Promo Month (If Offered; Discount Determined by Written Offer)

NE6™ may offer a one-time introductory discount for the first Monthly Retainer billing cycle (“Promo Month”). The Promo Month discount is determined solely by the written offer (email, proposal, checkout, or invoice) and may range from ten percent (10%) to seventy-five percent (75%) off the standard monthly fee for the selected tier.

Unless the promotion states otherwise in writing:

(a) Promo Month applies to the first billing cycle only; no subsequent months receive promotional pricing.

(b) The Monthly Retainer automatically renews at the then-current standard monthly price for the selected tier beginning the next billing cycle (no discount applies to subsequent months unless expressly offered again in writing).

(c) Promo Month is limited to one (1) per Client entity, is non-transferable, and cannot be stacked with other discounts unless expressly approved in writing by NE6™.

(d) Late payment, payment reversal, chargeback activity, or other payment disputes may immediately void Client’s eligibility for promotional pricing, and future promos may be denied.

(e) All other terms (including scope limitations, usage rules, acceptance/dispute procedures, billing rules, IP posture, late-fee/collection rules, and AI usage rules) remain fully in effect during the Promo Month and all subsequent months. Promo Month does not reduce scope limitations, IP protections, or AI integration rules.

6.3.6 Pause Option (Good Standing Only)

Client may request a pause for one (1) billing cycle once per rolling twelve (12) months by giving written notice at least five (5) Business Days before renewal. During the pause: no fee is charged, no hours accrue, and NE6™ may suspend work. Approval is at NE6™’s discretion and requires good standing.

6.3.7 Monthly Validity / Reset; No Rollover

Monthly Retainer hours are valid only within the applicable billing period. Unused hours expire at month-end with no carryover, no extension, and no refund unless NE6™ agrees otherwise in writing.

6.3.8 Scope Limitations and Prohibited Uses

All scope limitations and enforcement rules in Section 6.2C apply identically to Model 2.

6.3.9 Usage Tracking

NE6™ tracks usage and may provide usage statements upon request or periodically, including time entries, descriptions, and remaining balance for the month (prior to expiration).

6.4 Model 3: Prepaid Hour Blocks (Project Execution — Full Scope)

6.4.1 Structure

Client purchases a specific number of hours in advance for execution work, extended drafting, development, implementation, research, multi-part deliverables, and other time-intensive services. Unlike Models 1–2, Model 3 permits full project execution and deliverables, subject to scheduling, governance, and documentation rules.

6.4.2 Standard Block Sizes (Standard Increments Only)

Clients may purchase Prepaid Hour Blocks only in the following standard increments: 10, 20, 30, 40, 50, 60, 70, 80, 90, 100, and 150 hours, unless NE6™ approves a custom block in writing.

6.4.3 Standard AI-Integrated Pricing Schedule (SAI; Standard Priority; License Path)

Unless NE6™ states otherwise on the invoice/offer, the following pricing schedule applies to Standard AI-Integrated prepaid blocks at Standard priority:

Block Size (Hours)	Total Price (Standard Priority)	Effective Rate
10	$1,250	$125/hr
20	$2,300	$115/hr
30	$3,300	$110/hr
40	$4,200	$105/hr
50	$5,000	$100/hr
60	$5,700	$95/hr
70	$6,300	$90/hr
80	$6,800	$85/hr
90	$7,200	$80/hr
100	$7,500	$75/hr
150	$10,500	$70/hr

Promotions / bonus hours: NE6™ may periodically offer bonus hours or discounts. Unless expressly stated otherwise in writing, bonus hours add volume incentive and do not change the stated per-hour rate of the purchased block.

6.4.4 Limited AI Pricing Schedule (LIM; Standard Priority; License Path)

Unless NE6™ states otherwise on the invoice/offer, the following pricing schedule applies to Limited AI prepaid blocks at Standard priority.

Pricing principle (Standard Priority): Limited AI is priced at the Standard AI-Integrated effective rate plus $100/hour for the same block size (reflecting increased manual effort and reduced AI acceleration), subject to invoice control.

Block Size (Hours)	Total Price (Standard Priority)	Effective Rate
10	$2,250	$225/hr
20	$4,300	$215/hr
30	$6,300	$210/hr
40	$8,200	$205/hr
50	$10,000	$200/hr
60	$11,700	$195/hr
70	$13,300	$190/hr
80	$14,800	$185/hr
90	$16,200	$180/hr
100	$17,500	$175/hr
150	$25,500	$170/hr

6.4.5 No AI Pricing Schedule (NOAI; Standard Priority; License Path)

Unless NE6™ states otherwise on the invoice/offer, the following pricing schedule applies to No AI prepaid blocks at Standard priority.

Pricing principle (Standard Priority): No AI is priced at the Standard AI-Integrated effective rate plus $200/hour for the same block size (reflecting fully manual execution and higher labor intensity), subject to invoice control.

Block Size (Hours)	Total Price (Standard Priority)	Effective Rate
10	$3,250	$325/hr
20	$6,300	$315/hr
30	$9,300	$310/hr
40	$12,200	$305/hr
50	$15,000	$300/hr
60	$17,700	$295/hr
70	$20,300	$290/hr
80	$22,800	$285/hr
90	$25,200	$280/hr
100	$27,500	$275/hr
150	$40,500	$270/hr

6.4.6 Priority Tier Availability (If Offered)

Speed, Expedited, and 24-Hour priority variants may be offered for prepaid blocks only if operationally available. If offered, the applicable priority pricing and rules are stated in writing on the invoice/offer (invoice controls).

Client acknowledges that priority tiers generally reflect:

(a) higher priority queue placement and faster start times;

(b) operational resourcing and scheduling adjustments required to compress timelines; and

(c) in some cases, increased total hours due to intensified coordination, reduced batching efficiency, and the need to concentrate effort into shorter windows.

Priority tiers do not change (and do not expand) the scope rules applicable to the selected model, and do not convert a best-efforts timeframe into a guaranteed service level unless NE6™ expressly agrees in writing.

6.4.7 Validity Period; Expiration; No Rollover

(a) Prepaid Hour Blocks are valid for twelve (12) calendar months from the date payment is received and confirmed (cleared).

(b) Unused hours expire at the end of the validity period with no carryover and no refund, except where required by law.

6.4.8 Extension Options (Good Standing Only)

(a) Courtesy Extension: One (1) courtesy extension of up to thirty (30) calendar days may be offered at NE6™’s discretion if requested in writing before expiration and confirmed in writing before the original validity period ends.

(b) Paid Extension: A sixty (60) or ninety (90) day paid extension may be offered at NE6™’s discretion for a fee equal to ten percent (10%) of the original block purchase price, subject to minimums of $75 (60 days) or $100 (90 days).

Extensions require good standing and do not create any guarantee of availability, scheduling, or refund rights.

6.4.9 Non-Refundability

Except where required by law or expressly stated in writing, prepaid blocks are non-refundable once payment is received and cleared.

6.4.10 Usage, Deduction, and Reporting

(a) Hours are deducted as work is performed and recorded by NE6™ in the billing increments described in Section 6.1.6.

(b) NE6™ may provide usage statements (informational) showing dates, work performed, time consumed, and remaining hours.

(c) If Client requests work beyond remaining prepaid hours, NE6™ may require: (i) purchase of an additional prepaid block, and/or (ii) conversion of overflow work to Model 5 postpaid rates, and/or (iii) an SOW (Model 4) if the work requires milestone governance.

6.4.11 Allocation Character; Non-Transferability

Prepaid Hour Blocks are professional services allocations denominated in hours of NE6™ professional time. Unless NE6™ expressly agrees otherwise in writing: blocks are non-transferable, non-assignable, and not redeemable for cash or for unrelated third-party services.

6.4A Consumer Overlays

Consumer-specific overlays or consumer-law driven disclosures (if applicable) will be addressed in Section 34 and are not the primary governance framework for B2B engagements.

6.5 Model 4: Milestone-Based Projects (SOW Required)

6.5.1 Structure

Client and NE6™ define specific milestones (deliverables, phases, or completion objectives). Each milestone includes defined scope, acceptance criteria, timeline expectations, dependencies, and pricing in a Statement of Work.

6.5.2 Payment Structures and Implied Hourly Bands (Standard Priority; License Path)

Milestone work is fixed-fee (not hourly billing). NE6™ uses implied hourly fairness bands for expectation-setting and internal scoping discipline. Final pricing is defined in the SOW and may vary by scope, complexity, risk, scheduling, and dependencies.

The following implied hourly bands reflect Standard priority:

Payment Structure (Standard Priority)	SAI Band (Implied)	LIM Band (Implied)	NOAI Band (Implied)
Full Prepay (100% Upfront)	$70–$97/hr	$123–$150/hr	$183–$210/hr
50/50 (Start / Acceptance)	$80–$116/hr	$133–$170/hr	$193–$230/hr
50/25/25 (Start / Mid / Acceptance)	$90–$158/hr	$143–$180/hr	$203–$280/hr

Priority tier variants (Speed/Expedited/24-Hour), where available, may be quoted in the SOW and may adjust the implied band and/or fixed fee based on queue conditions and delivery constraints.

The implied hourly bands are for expectation-setting and internal scoping discipline only. Final SOW pricing is fixed-fee and may vary above or below the implied band based on scope, complexity, risk, scheduling, dependencies, and other commercial factors. In all cases, the executed SOW and corresponding invoice control the final price.

6.5.3 SOW Required; What the SOW Must Define

The SOW defines, without limitation:

deliverables and scope per milestone;
acceptance criteria and approval process;
dependencies (Client inputs, third-party approvals, environments);
payment schedule tied to milestone events;
timeline expectations and revision buffers;
change control process (Change Orders);
delivery/handoff terms (formats, documentation, training);
AI Usage Tier (SAI/LIM/NOAI) and any restrictions;
any ownership upgrade, if applicable (see Section 6.1.11).

6.5.4 Acceptance, Approval, and Payment

(a) Acceptance and approval mechanics. Milestone deliverables are reviewed and accepted under the SOW’s acceptance criteria and written approvals through Official Channels. If the SOW specifies an approval window or acceptance process, that process controls. If the SOW is silent, NE6™ may request written confirmation of acceptance (or written issues list) through an Official Channel.

(b) Invoice timing. Unless the SOW states otherwise, NE6™ typically issues milestone invoices at the time the applicable milestone deliverable is delivered (or at the milestone event defined in the SOW).

(c) Payment timeframe (default). Unless the SOW or invoice states otherwise, Model 4 milestone invoices are due within seven (7) calendar days of invoice issuance.

(d) Non-payment; pause rights. If payment is not received when due, NE6™ may pause work, suspend delivery, or delay subsequent milestones until the account is brought current, consistent with these Terms and the SOW.

(e) Disputes must be specific and in writing. Any dispute or issue notice must be delivered through an Official Channel and must be specific enough for NE6™ to evaluate and address (e.g., citation to acceptance criteria and the specific deficiencies alleged). General dissatisfaction without specificity does not alter payment obligations unless the SOW expressly provides otherwise.

6.5.5 Change Control (No Scope Creep)

(a) Work outside the SOW requires a written Change Order (or equivalent written approval) defining: the requested change, the cost impact, the timeline impact, and any AI Usage Tier impact.

(b) Unapproved scope changes may result in a work pause. Time spent estimating unapproved changes may be billable.

6.5.6 Retainer/Prepaid + Milestone Mix

Retainers/blocks may be used for pre-SOW discovery and planning where appropriate. Once an SOW is executed, milestone scope is governed by the SOW and billed per the SOW terms; retainer/block hours do not automatically apply to SOW pricing unless the SOW expressly states otherwise.

6.6 Model 5: Postpaid As-Needed Services (Work Order / SOW Required)

6.6.1 Structure

Client requests work on an as-needed basis without a prepaid allocation. NE6™ may provide an estimate and proceeds upon written approval, then invoices after work is performed (or per an agreed interim billing cadence).

Work Order requirement: Before NE6™ begins Model 5 work, NE6™ will provide a written Work Order / Scope Memo (scope, assumptions, AI Usage Tier, Priority Tier, and pricing basis) and the Client must approve it in writing through an Official Channel. That approved Work Order / Scope Memo is treated as an SOW for purposes of these Terms (see Section 6.8).

6.6.2 Postpaid Rate Matrix (By AI Usage Tier and Priority Tier)

Unless otherwise stated in writing, the following hourly rates apply:

AI Usage Level	Standard	Speed	Expedited	24-Hour
Standard AI-Integrated (SAI)	$150/hr	$200/hr	$250/hr	$300/hr
Limited AI (LIM)	$250/hr	$300/hr	$350/hr	$400/hr
No AI (NOAI)	$350/hr	$400/hr	$450/hr	$500/hr

Default: If the Client does not specify AI tier or priority tier, the default is SAI + Standard ($150/hour).

6.6.3 Typical Turnaround Windows (Best-Efforts; Not Guaranteed)

Typical turnaround windows associated with the priority tiers are best-efforts and depend on queue conditions, complexity, dependencies, and Client responsiveness:

Standard: typically 2–5 weeks
Speed: typically 1–2 weeks
Expedited: typically within 1 week
24-Hour: typically within 24 hours

These windows are not guaranteed unless NE6™ expressly agrees in writing.

6.6.4 Priority Tier Mechanics; Queueing; Revisions

(a) Priority tier pricing primarily reflects higher priority queue placement and faster start times, not an unconditional guarantee of completion by a fixed wall-clock deadline.

(b) If Client revisions, new requirements, delayed approvals, or dependency failures occur, timelines may extend and additional billable time may apply.

6.6.5 AI Tier Selection at Request Time; Tier Lock

(a) For postpaid work, the Client selects the AI Usage Tier (SAI/LIM/NOAI) and Priority Tier at the time the request is submitted and/or when approving the Work Order. If the Client does not specify an AI Usage Tier or Priority Tier, the default is Standard AI-Integrated (SAI) at Standard Priority, and the Work Order / Scope Memo will reflect this default.

(b) Once work begins, the selected tiers apply to the engagement. Mid-engagement changes may require repricing and written approval and may not be eligible for credit/refund.

6.6.6 Invoicing, Overages, and Approvals

(a) NE6™ invoices based on time recorded and work performed, in the billing increments described in Section 6.1.6, with payment due per invoice terms.

(b) If NE6™ provides an estimate and actual work materially exceeds the estimate, NE6™ will seek written approval before continuing where practical.

(c) NE6™ may pause work for non-payment consistent with these Terms and the collections/late-fee provisions stated elsewhere in these Terms.

6.6.7 IP and Ownership

Model 5 work is provided on the license path by default. Any ownership upgrade must be explicitly agreed in writing per Section 6.1.11 and documented in a written addendum (typically attached to the Work Order / SOW).

6.7 Model 6: Custom Engagement Models

6.7.1 Separate Written Agreement Required

Any arrangement involving equity, revenue share, profit share, partnership, joint venture, licensing, or other non-standard commercial structures requires a separate written agreement executed by both parties.

6.7.2 No Implied Partnership or Equity

No implied equity, partnership, agency, or revenue sharing is created by discussions, informal communications, or performance of services under these Terms. A binding custom arrangement exists only if documented in a signed agreement.

6.7.3 Minimum Required Topics in Custom Agreements

Custom agreements must explicitly address, at minimum:

structure terms (percentages, duration, vesting, exits);
cash flow (retainers/blocks/postpaid still apply unless replaced);
IP ownership/licensing (and any ownership upgrades per Section 6.1.11 or custom terms);
termination and wind-down;
dispute resolution;
AI usage expectations and restrictions (SAI/LIM/NOAI or custom approach);
scope definition and delivery obligations;
any special compliance, confidentiality, or data handling requirements.

6.8 Engagement Selection & SOW / Work Order Execution

6.8.1 When an SOW (or Work Order Treated as SOW) Is Required

An SOW is required when the engagement involves defined deliverables, milestones, acceptance criteria, implementation scope, project timelines, dependencies, or other structured obligations that require formal documentation to protect both parties.

Without limitation, an SOW (or Work Order treated as SOW) is typically required for:

Model 4 milestone-based projects (mandatory);
Model 5 postpaid work requires a written Work Order / scope memo approval before work begins; an SOW is required if the postpaid work includes defined deliverables, milestones, acceptance criteria, or implementation scope;
fixed-scope builds or deliverable packages;
larger implementations or multi-phase execution where completion criteria must be defined;
any custom engagement model (Model 6);
any ownership/IP transfer request (see Section 6.1.11);
LIM/NOAI constraints where NE6™ requires written restriction language and governance controls for risk management.

6.8.2 When an SOW Is Generally Not Required

Models 1–3 generally do not require an SOW when used for iterative work that does not require milestone acceptance criteria and is governed by the built-in rules of the model (including Section 6.2C for Models 1–2). However, NE6™ may require an SOW under Models 1–3 if complexity, coordination risk, third-party dependencies, compliance sensitivity, or deliverable commitments make an SOW appropriate.

6.8.3 No Obligation to Begin SOW-Scope Without Approval

If an SOW (or Work Order treated as SOW) is required, NE6™ is not obligated to begin or continue SOW-scope work until:

the SOW / Work Order is drafted and delivered;
the Client approves it in writing through an Official Channel; and
the SOW / Work Order is executed in the manner stated (e-signature acceptable where used).

Verbal approvals do not govern SOW-required scope. Work may be paused if approval stalls. Time spent drafting or iterating an SOW/Work Order may be billable if the Client requests repeated revisions or materially changes requirements.

6.8.4 Relationship Between Pre-SOW Work and SOW Work

Retainer time and prepaid blocks are commonly used for pre-SOW activities such as discovery, assessment, triage, drafting concepts, planning, research, and scoping. Once an SOW is executed, the SOW governs defined milestone scope, deliverables, timelines, dependencies, and acceptance criteria for that portion of the engagement.

SECTION 7: SCOPE OF WORK, CHANGE CONTROL & MANAGEMENT

7.1 Scope is Locked in Writing (SOW / Work Order Controls)

(a) Scope Defined Only in Governing Written Documents. The scope of Services, Deliverables, assumptions, exclusions, timelines, milestones (if any), sequencing, dependencies, and project parameters (collectively, “Scope”) is defined exclusively in the controlling Statement of Work (“SOW”) and/or an approved Work Order / Scope Memo treated as an SOW (as applicable under Section 6). The Scope is not created, expanded, modified, or waived by verbal discussion, informal messages, casual conversation, or calls/meetings.

(b) No Informal Modification. Scope may be modified only through the written change process in this Section 7 and must be confirmed through an Official Channel and preserved in the Communication Record (email and/or Support Ticket).

(c) Scope Hierarchy and Consistency. If there is any discrepancy between (i) a call/meeting discussion and (ii) the written Scope in the SOW / Work Order / Scope Memo and/or the written Communication Record, the written record controls (see also Section 6.1.4 and Section 9.6).

Kickoff Summary (Client Start Pack) – Informational Only.

(d) Optional Summary. After the applicable SOW / Work Order is executed/approved, NE6™ may provide a short written kickoff summary (e.g., channels, workflow rules, scope highlights, assumptions, and timing expectations) to reduce misalignment.

(e) Non-Contractual by Default. The kickoff summary is informational only and is not a contractual modification. If the kickoff summary conflicts with these Terms or the SOW / Work Order, the order of precedence stated in these Terms and the controlling SOW / Work Order governs.

(f) No Implied Amendments. The kickoff summary does not create new obligations, extend deadlines, modify payment terms, or change any material term unless the parties expressly agree to such modification in a written amendment executed in the manner required for amendments under these Terms.

7.2 Change Request & Change Order Process (Required for Any Scope Change)

Step 1: Formal Change Request (Client Submission Required).

(a) Client must submit any request to modify Scope (a “Change Request”) in writing through an Official Channel (Support Ticket Portal preferred; email acceptable), and must clearly identify, at minimum:

the specific Service / Deliverable / milestone / workstream affected;
the exact nature of the requested change;
the business reason for the change (or the issue prompting the change);
any known timeline constraints, deadline drivers, or sequencing dependencies; and
any known budget impact, target budget, or cost constraints.

Step 2: Change Order Assessment / Estimate (NE6™ Written Response).

(b) After receiving a Change Request, NE6™ will respond through an Official Channel with a written change assessment (a “Change Order” proposal or “Change Order Assessment”), which may include, without limitation:

feasibility (possible / not possible / requires clarification);
estimated additional hours and/or revised effort range;
expected cost impact (if any);
expected timeline impact (if any);
revised sequencing or milestone implications (if applicable);
dependencies and required Client inputs/access/approvals; and
any AI Usage Tier and/or Priority Tier implications (if applicable).

(c) Billability of Change Estimation. Where the Change Request requires substantial analysis, replanning, re-scoping, or dependency mapping, Client acknowledges that time spent by NE6™ assessing and preparing the Change Order may be billable (or deductible from prepaid allocations) unless NE6™ expressly waives such time in writing, consistent with Section 6 billing rules and invoice control.

Step 3: Client Approval (Written Approval Required Before Execution).

(d) Client must approve the Change Order in writing through an Official Channel (Support Ticket or email), confirming, as applicable:

approval of the change itself;
approval of any cost impact and pricing basis; and
approval of any timeline impact and/or revised schedule.

(e) No Work Without Approval. No change is implemented unless and until Client provides written approval through the Communication Record.

Step 4: Change Implementation (Post-Approval Only).

(f) Upon written approval, NE6™ implements the approved change and records the change as part of the engagement documentation.

7.3 Verbal Changes: Not Permitted

(a) Changes discussed verbally or during a call/meeting are not valid and are not binding unless confirmed in writing through an Official Channel and processed under Section 7.2.

(b) Even if a NE6™ representative appears to agree verbally, NE6™ will not proceed with implementation until the change is confirmed in writing and approved under Section 7.2.

7.4 Scope Creep Prevention (Pause and Re-Confirmation Rights)

(a) If Client requests additions or changes outside Scope without following the formal process, NE6™ may, at its discretion:

pause the out-of-scope portion of work; and/or
pause the affected workstream to prevent downstream rework or misalignment.

(b) NE6™ will request written Change Order confirmation. Work resumes only after:

(i) Client approves the Change Order in writing; or
(ii) Client confirms in writing that NE6™ should proceed under the original Scope with no changes.

(c) Client acknowledges that scope creep prevention is a quality-control and dispute-reduction mechanism and may require resequencing, re-queuing, and timeline adjustments.

7.5 Scope Disputes

(a) If there is a disagreement regarding whether work is within Scope, the parties will attempt to resolve the issue in good faith using written records.

(b) The written SOW / approved Work Order is the primary controlling reference.

(c) If ambiguity exists, the parties will refer to documented intent and Communication Records reflecting the original scope understanding (including assumptions, exclusions, and dependency statements).

(d) If unresolved, scope disputes proceed under the dispute process in these Terms. Pending resolution, NE6™ may pause the disputed workstream to prevent compounding costs and rework.

7.6 Out-of-Scope Work

(a) Work outside the defined Scope is not included in the agreed pricing, allocation, or schedule unless approved in writing under Section 7.2.

(b) Out-of-scope work may be:

declined by NE6™;
performed only after written Change Order approval; and/or
deferred into a future phase or separate engagement.

(c) Where Client requests out-of-scope work, NE6™ may require a new SOW / updated Work Order / Scope Memo if NE6™ determines the change materially alters assumptions, dependencies, governance, acceptance criteria, AI restrictions, or pricing basis.

7.7 Timeline Adjustments from Scope Changes

(a) Any approved scope change may impact timeline, sequencing, and delivery dates. Updated timelines will be stated in the Change Order (or applicable written approval record).

(b) Client acknowledges that accepting scope changes includes accepting reasonable resulting schedule adjustments, including queue repositioning, dependency revalidation, and revision-cycle extensions.

SECTION 8: CLIENT RESPONSIBILITIES & OBLIGATIONS

8.1 Accuracy & Completeness of Information

(a) Client is responsible for providing accurate, complete, current, and timely information reasonably necessary for NE6™ to perform Services.

(b) Inaccurate, incomplete, conflicting, or delayed information may result in:

delays in Service delivery;
incorrect outputs or recommendations based on flawed inputs;
rework or revisions; and
additional costs associated with correcting inputs, re-performing work, or re-validating decisions.

(c) NE6™ may reasonably rely on Client-provided information and is not responsible for errors, defects, delays, or outcomes caused by inaccurate, incomplete, stale, or misleading inputs from Client or Client’s stakeholders.

8.2 System Access & Credentials

(a) If Services require access to Client systems, accounts, platforms, hosting, APIs, databases, environments, or vendor tools, Client must:

provide required credentials, access, and permissions promptly;
maintain access continuously during the engagement (unless scope expressly includes access removal);
notify NE6™ immediately of access changes, revocation, permission issues, security events, or account restrictions; and
maintain appropriate Client-side security controls and access governance.

(b) NE6™ is not responsible for delays, inability to perform, degraded outcomes, or rework caused by missing access, revoked access, unstable access, or Client-side security restrictions.

(c) Where Client’s policies prohibit credential sharing, Client must provide a workable access method (e.g., delegated roles, temporary access, vault-based access, supervised sessions) sufficient for NE6™ to perform the Services.

8.3 Designated Decision-Maker

(a) Client shall designate a single decision-maker with authority to:

approve or reject Deliverables (where applicable);
approve Change Requests / Change Orders;
make project decisions and provide direction;
provide required information and access; and
serve as NE6™’s primary point of contact.

(b) NE6™ may rely on communications from the designated decision-maker as binding for operational purposes (scope direction, approvals, scheduling, and execution decisions), subject to these Terms.

(c) If Client changes the decision-maker, Client must notify NE6™ in writing through an Official Channel. Until such notice is received, NE6™ may continue relying on the prior designation.

8.4 Timely Responses & Communications

(a) Unless otherwise agreed in writing, Client will respond to NE6™ requests for information, approvals, decisions, and clarifications within five (5) Business Days.

(b) If Client delays responding:

project timelines may extend by the duration of the delay and by reasonable re-scheduling/re-queuing impacts;
NE6™ is not responsible for timeline slippage caused by Client non-responsiveness or late inputs; and
Services remain billable for time spent waiting on, re-coordinating, re-documenting, or re-engaging workstreams affected by the delay, to the extent reasonably necessary.

(c) Client acknowledges NE6™’s asynchronous-first workflow requires timely written responses to prevent drift, ambiguity, and rework.

8.5 Data Backup & Security (Client Responsibility)

(a) Unless explicitly agreed in writing, NE6™ is not responsible for backing up, archiving, restoring, or maintaining Client data.

(b) Client is solely responsible for:

maintaining secure backups of data, content, configurations, and files;
restoring data if loss occurs; and
maintaining the security of credentials, passwords, and access.

(c) If data is lost and NE6™ does not have a copy, the data may be permanently lost. NE6™ is not liable for data loss caused by Client’s failure to maintain backups or secure systems.

(d) If Client requests NE6™ to perform data handling beyond ordinary operational necessity (e.g., backup administration, disaster recovery design, security hardening), such work must be expressly included in Scope and may require additional fees, assumptions, and limitations.

8.6 Ongoing Maintenance & Support

(a) After delivery or completion of Services (including websites, platforms, implementations, documentation sets, workflows, automation, or systems), Client is responsible for:

ongoing maintenance and updates;
security patches and version upgrades;
vendor relationship management (hosting, SaaS tools, subscriptions);
ongoing support and troubleshooting beyond initial delivery; and
costs of hosting, third-party tools, and ongoing operations.

(b) NE6™ is not responsible for ongoing maintenance unless explicitly included in a controlling SOW / Work Order describing ongoing support scope, term, response expectations (if any), and fees.

8.7 Compliance & Legal Obligations

(a) Client is responsible for:

ensuring Client’s use of Deliverables complies with applicable laws and regulations;
consulting appropriate licensed professionals (legal, tax, compliance, regulated fields) for regulated matters;
obtaining required licenses, permits, approvals, or filings; and
ensuring compliance with third-party vendor terms (SaaS, hosting, APIs, integrations).

(b) NE6™ provides professional services and operational guidance within Scope, but does not provide licensed legal, tax, or compliance advice and does not guarantee regulatory compliance outcomes.

(c) Client will not request, and NE6™ is not obligated to provide, services that would require NE6™ to practice a regulated profession without licensure.

8.8 Third-Party Rights & Permissions

(a) If Services involve Client content, third-party content, or intellectual property, Client represents and warrants that:

Client has all necessary rights to the content provided to NE6™;
Client’s content does not infringe third-party rights; and
Client has obtained required permissions, licenses, releases, or consents.

(b) Client assumes responsibility for content-related claims and third-party rights issues arising from Client-provided materials or Client-directed use of third-party content.

(c) If Client directs NE6™ to use or integrate third-party materials, Client acknowledges that third-party terms control those materials and may limit usage, distribution, licensing, or ownership rights.

SECTION 9: COMMUNICATIONS, SUPPORT CHANNELS, ASYNC-FIRST WORKFLOW, AND RECORDS

9.1 Official Channels; Support Tickets Are an Accepted Notice Method

(a) NE6™ maintains official communication channels for clarity, documentation, and operational control. Client agrees to use Official Channels for requests, approvals, scope changes, billing questions, notices (where permitted by these Terms), and disputes.

(b) Official Channels include (each is an “Official Channel”):

Primary Email (official): contact@NE6.us
Support Ticket Portal (official): https://isp.dqsn.net/public/ticket/

Create Ticket: https://isp.dqsn.net/public/ticket/create_ticket.php
View Tickets: https://isp.dqsn.net/public/ticket/list.php
View Ticket: https://isp.dqsn.net/public/ticket/view.php

(c) Support Tickets as Notice/Approval Method. Support Tickets are an accepted Official Channel and may constitute formal notice, requests, approvals, and dispute initiation under these Terms, to the extent these Terms permit notice by electronic means and subject to any specific notice method requirements stated elsewhere in these Terms.

(d) Deemed Delivery; Contact Accuracy. Notices and communications sent by NE6™ to Client’s last known email address on file may be treated as delivered in accordance with the deemed delivery/contact accuracy provisions in these Terms, provided NE6™ has not received a clear delivery failure notice (e.g., a hard bounce) indicating non-delivery. (This is intended to align with the broader notice mechanics already established earlier in the Terms.)

(e) Portal Availability; URL Changes. Client acknowledges NE6™ may update portal URLs or support workflows from time to time. If the Support Ticket Portal is temporarily unavailable, Client shall use the Primary Email as the fallback Official Channel unless NE6™ provides alternate instructions in writing.

9.2 Asynchronous-First Operations

(a) Client acknowledges NE6™ operates as a services-led execution studio and frequently uses asynchronous communication (tickets and email) to reduce ambiguity, preserve instruction history, and maintain execution quality.

(b) Async-first operations are a quality-control practice. It is not a promise of real-time availability. NE6™ does not provide on-demand live support unless expressly agreed in writing.

9.3 Response Expectations; No SLA

(a) NE6™ generally aims to respond within one (1) to two (2) Business Days.

(b) This is a general expectation, not a service-level agreement (SLA). A response does not guarantee resolution within that timeframe.

(c) Resolution timing depends on complexity, queue volume, third-party dependencies, Client responsiveness, scope status, and administrative status (including whether payment is current and whether required information has been provided).

9.4 Calls and Meetings Are Discretionary; When Used, They Are Billable

(a) Calls and meetings may occur where NE6™ determines they are necessary for execution or where asynchronous communication is inefficient for the issue at hand. NE6™ may also decline calls and require written communication where written records are the most reliable method for accuracy, documentation, and scope control.

(b) Unless NE6™ expressly agrees otherwise in writing, time spent in calls/meetings related to execution, coordination, decision-making, review, or scope clarification is billable (or deductible from prepaid allocations), subject to and as further defined in Section 6.1.5 (including meeting-related preparation and follow-up work, travel rules where applicable, and pass-through cost controls).

9.4A Recording Consent – All-Party Consent Procedure; Multi-Jurisdiction Rule

(a) Applicable Law Controls; All-Party Consent Standard. NE6™ is based in Massachusetts. Recording laws vary by jurisdiction, and Client participants may join from multiple jurisdictions. As a uniform policy, NE6™ will not record any telephone call, video conference, voice communication, electronic communication, or real-time meeting with Client without the documented affirmative consent of all participants (the “All-Party Consent Standard”), regardless of whether any particular participant’s jurisdiction might permit one-party recording. This policy is intended to comply with Massachusetts law and to reduce cross-border compliance risk.

(b) No Recording Without Documented Consent. NE6™ will not commence recording unless documented affirmative consent has been received and preserved through an Official Channel (email, Support Ticket entry, or checkbox record).

Consent Procedure – Required Steps Before Recording

(c) Step 1 – Advance Written Notice (24 Hours Before Scheduled Call, When Practical). If NE6™ proposes to record a scheduled call/meeting/video conference, NE6™ will provide written notice to Client at least twenty-four (24) hours in advance through an Official Channel (Support Ticket Portal preferred; email acceptable). The notice will state substantially as follows:

“This [call/meeting/video conference] scheduled for [date and time] will be recorded to ensure accuracy of discussion and create an official record for the parties. Do you consent to recording?”

(d) Step 2 – Affirmative Written Consent Required. Client (and the other participants, if applicable) must respond with affirmative written consent. Acceptable forms include:

Email reply stating “Yes, I consent to recording of this call/meeting” (or equivalent affirmative language);
Support Ticket reply stating “I consent to recording” (or equivalent affirmative language); and/or
Checkbox acknowledgment at a meeting invitation or link, where such checkbox creates a retrievable record.

(e) Step 3 – Verbal Consent During Call (Only With Written Follow-Up). If verbal consent is given during a call without advance notice, verbal consent is acceptable only if Client confirms the consent in writing (via email or Support Ticket) within one (1) Business Day of the call, stating substantially: “Confirming my consent to the recording of the [date] call.” NE6™ will preserve this written confirmation as proof of consent.

(f) Step 4 – Decline = No Recording. If any participant declines consent, NE6™ will not record. NE6™ may proceed without recording, may take detailed written notes/summaries, may require written-only communication for that topic, or may end the call and continue asynchronously.

Preservation, Use, and Retention

(g) Preservation of Consent Records. NE6™ will maintain consent documentation (emails, Support Ticket entries, checkbox records, or written confirmations) in the engagement file for the duration of the engagement plus two (2) years thereafter.

(h) Confidentiality Applies. Any recording, transcript, summary, or derivative work is subject to the confidentiality provisions of these Terms (including any confidentiality section later in the document). Recordings are not shared with third parties, made public, or used outside the engagement without Client’s express written consent, except as required by law.

Client Recording of NE6™

(i) Client may not unilaterally record NE6™ representatives or NE6™ communications without NE6™’s prior written consent and must comply with applicable recording laws for all participants’ jurisdictions.

B2C Overlay Note

(j) Consumer-specific recording disclosures or additional consumer-law-driven requirements (if applicable) may be addressed in Section 34 and do not replace the All-Party Consent Standard stated here.

9.5 Billing Increments; Minimum Billable Unit

(a) The Universal Billing Increment and rounding rule is controlled by Section 6.1.6 (0.25 hour / 15-minute increments, rounded up) unless expressly stated otherwise in a controlling SOW, Work Order, invoice, or written agreement.

(b) For avoidance of doubt, the billing increment applies to execution work and—unless expressly excluded in writing—meeting time, review time, and administrative coordination time associated with the engagement, consistent with Section 6.1.5 and Section 6.1.6.

9.6 Written Records Control; Communication Record Governs

(a) If there is a conflict between a verbal statement and a written Communication Record preserved through an Official Channel (Support Ticket or email), the written record controls (see also Section 6.1.4).

(b) Client agrees that written confirmation through an Official Channel is required for, without limitation:

approvals, acceptances, and acceptance determinations;
scope changes and Change Orders;
billing approvals and payment confirmations;
timeline commitments or delivery sequencing commitments (to the extent NE6™ agrees to such commitments in writing); and
dispute initiation and written confirmation of dispute resolution.

(c) Informal channels, unrecorded messages, or third-party messaging platforms do not create binding instructions unless confirmed through an Official Channel.

9.7 Recording Notice and Consent (Where Used)

(a) NE6™ may request to record calls/meetings for operational purposes, including accuracy, documentation, internal review, dispute clarity, and training.

(b) Where recording is proposed, NE6™ records only after providing Recording Notice and obtaining documented all-party consent under Section 9.4A. If Client does not consent, NE6™ may proceed without recording, require written-only communication, or end the call and continue asynchronously.

9.8 Client Responsibilities for Efficient Communication

(a) Client agrees to provide timely information, access details (where applicable), and clear written instructions through Official Channels.

(b) Client delays, missing approvals, incomplete inputs, unclear direction, or failure to respond may materially impact timelines, outcomes, and delivery sequencing, and NE6™ is not responsible for delays caused by Client non-responsiveness or missing information.

clear written tasking;
consolidated feedback where possible;
prompt approvals and decisioning;
timely delivery of required access and materials; and
use of Official Channels so instructions and approvals are preserved as part of the Communication Record.

SECTION 10: PAYMENTS, PROCESSING MODEL, INVOICING, AND AFFILIATES/REFERRALS

10.1 Invoice Issuance and Purchase Activation

(a) Invoice/checkout issuance. NEW ENGLAND CONNECT LLC (“NE6™”) may issue invoices, payment requests, checkout links, and/or purchase confirmations for Services, prepaid purchases, milestone payments, pass-through costs (if applicable), and other charges permitted under these Terms and/or an SOW/Work Order.

(b) Prepaid purchase activation; cleared funds required. For any prepaid purchase (including Annual Retainer (Model 1), Monthly Retainer (Model 2), and Prepaid Hour Blocks (Model 3)), hours do not become available and allocations do not become active until payment is received and cleared (i.e., cleared funds are confirmed). Until cleared funds are confirmed, NE6™ may (without limitation) withhold activation, scheduling, delivery, access, and/or delivery notification.

(c) Postpaid invoicing (Model 5) and milestone invoicing (Model 4). For postpaid work, milestone work, or other non-prepaid structures, NE6™ may invoice after work is performed, at milestone events, and/or under an interim cadence stated in the controlling SOW/Work Order and/or invoice.

(d) Permissible issuance types. Depending on the engagement model and context, NE6™ may issue one or more of the following:

(i) Prepaid Purchase Invoice / Checkout Record (prepaid blocks/retainers/other prepaid allocations);
(ii) Postpaid Invoice (Services delivered then invoiced);
(iii) Usage Statement (informational record of prepaid consumption, remaining allocation, and related details), which may be delivered as a standalone statement and/or as an informational (including zero-balance) invoice-style record.

(e) Invoice controls. The controlling invoice/checkout record (and any referenced SOW/Work Order) governs the specific commercial terms for that purchase/request, subject to these Terms.

10.2 Invoice Contents; Line-Item Clarity

(a) Invoice contents. Invoices and/or Usage Statements may include, without limitation:

service descriptions and line items;
engagement references (including references to an SOW/Work Order where applicable);
time entries (dates, descriptions, durations);
milestones and/or deliverable references (informational);
usage records for prepaid allocations (informational);
invoice date, due date, payment links, payment instructions, and remittance details;
pass-through costs (if approved or pre-authorized);
any applicable fees permitted under these Terms (including late fee/interest/collections-related items where applicable), subject to consumer overlay limitations in Section 34 if applicable.

(b) Reasonable clarity standard. NE6™ will use commercially reasonable efforts to provide line items and descriptions sufficient for business accounting and reconciliation, recognizing that some work streams are iterative and may be described by work package, workstream, or ticket reference.

(c) Reference-based detailing permitted. Where work is performed through tickets/email threads, NE6™ may reference ticket IDs, email threads, repositories, and/or delivery notifications as the supporting detail for line items.

10.3 Due Dates

(a) Default due-date rules (unless stated otherwise in writing). Unless a controlling SOW, invoice, checkout record, or other written agreement states otherwise:

Prepaid purchases: due immediately at purchase (payment required before activation).
Postpaid invoices: due twenty-one (21) calendar days from invoice date.
Milestone payments: typically due seven (7) calendar days from invoice date (or) per the schedule stated in the controlling SOW and/or invoice terms (and, where these Terms specify a default for Model 4 milestone invoices, that default applies unless modified by the SOW/invoice).

(b) Calendar-days default. All due dates are measured in calendar days unless NE6™ expressly states “Business Days” in writing in the controlling SOW/invoice/checkout record.

(c) Payment received vs. initiated. A payment is considered timely only when received and cleared by NE6™ (not when initiated by the Client), unless NE6™ expressly agrees in writing to a different standard for a specific invoice.

10.4 Accepted Payment Methods

(a) Primary accepted methods. Unless NE6™ expressly agrees otherwise in writing for a specific payment, NE6™ accepts payment through:

(i) Stripe-processed online payment methods offered through NE6™’s invoice/checkout link (including any Stripe-supported method made available at the time of payment); and/or
(ii) Approved bank-to-bank transfer (by request and approval; not processed through Stripe).

(b) Other methods by exception only. NE6™ may, in its discretion, accept other payment methods only if NE6™ expressly approves the method in writing for the specific payment (for example, for relationship-based exceptions or operational necessity). Any such exception is not a standing obligation and may be revoked prospectively.

Mailed payments are not preferred and are not automatically accepted.
Mailed payments are accepted only if NE6™ provides written instructions for the specific payment (including the correct payee, mailing address, memo requirements, and any timing constraints).
Do not mail payments to any general business address unless NE6™ provides written instructions for that payment.

(d) Permitted mailed instruments (if expressly approved). If NE6™ approves a mailed payment for a specific invoice, NE6™ may require that the mailed payment be made only by Certified Funds (as defined in Section 2) and/or business-issued instruments, such as:

business check,
bank check/cashier’s check,
certified check, and/or
money order.

Personal checks are not accepted unless NE6™ expressly approves in writing for the specific payment.

(e) No obligation to accept any method. NE6™ may decline any payment method that is not expressly accepted under this Section 10.4 or that presents elevated risk (including fraud/chargeback risk), except where refusal is prohibited by applicable law (consumer overlay rules, if any, are addressed in Section 34).

10.5 Payment Methods and Processing

(a) Uniform pricing across accepted payment methods. Unless NE6™ expressly states otherwise in writing for a specific invoice/SOW, NE6™’s pricing is uniform across accepted payment methods. NE6™ does not increase or decrease rates, prepaid hours, or invoice totals solely because a Client selects Stripe versus bank-to-bank transfer.

(b) Stripe processing.

Where Client elects to pay via Stripe, payment is processed by Stripe (a third-party payment processor).
Client authorizes Stripe processing and agrees to comply with any authentication requirements (including bank/card verification and anti-fraud checks).
NE6™ is not responsible for Stripe outages, processor delays, bank issuer holds, card issuer declines, or similar third-party processing failures.

Bank-to-bank transfers are initiated by Client through Client’s financial institution using NE6™’s remittance instructions provided through Official Channels.
Client is responsible for transfer accuracy (routing/account details, invoice reference, amount, and sender identification).
Client is responsible for initiating transfers with sufficient lead time to account for banking system delays and clearing timelines.

(d) Payment timing; cleared funds standard. For purposes of activation, scheduling, delivery, and compliance with due dates, payments are treated as made only when received and cleared by NE6™.

(e) Payment method does not modify late-payment rules. Late fees, interest, administrative collection fees, suspension rights, and other remedies described in Section 11 (and elsewhere in these Terms) apply uniformly regardless of payment method unless expressly stated otherwise in writing.

(f) Returned payments; reversals; disputes. Returned payments, failed payments, reversals, disputes, and chargebacks may result in (without limitation): suspension of work, deactivation of prepaid allocations, withholding of delivery/access, and assessment of permitted fees under these Terms, subject to consumer overlay limitations in Section 34 if applicable.

(g) Bank fees and intermediary fees. Unless NE6™ expressly agrees otherwise in writing, Client is responsible for any fees charged by Client’s bank, intermediary banks, or payment networks in connection with Client’s chosen payment method. NE6™’s invoice totals remain the amounts due to NE6™, exclusive of third-party bank fees unless expressly stated otherwise.

10.5B Prepaid Hour Blocks and Retainer Allocations

(a) Full allocation; no hour deductions. When Client purchases a Prepaid Hour Block (Section 6.4), Annual Retainer (Section 6.2), or Monthly Retainer (Section 6.3), Client receives the full hours purchased/allocated. No deduction, reduction, or “processing fee hour haircut” applies based solely on payment method.

(b) Activation upon cleared funds. Prepaid allocations activate only upon cleared funds (Section 10.1). If payment is reversed, disputed, or charged back, NE6™ may suspend or deactivate the allocation and apply these Terms’ enforcement remedies.

(c) Allocation tracking and usage records. NE6™ tracks time usage consistent with Section 6 (including Billing Increment rules). Usage Statements may include, without limitation:

hours purchased/allocated;
purchase/activation date;
validity/expiration date;
hours consumed (with dates and general descriptions);
hours remaining;
allocation status (active/expiring soon/expired);
references to tickets, communications, and/or deliverables.

(d) Illustrative Usage Statement format (informational example). NE6™ may use an invoice-style format such as:

PREPAID HOURS USAGE STATEMENT

Date Issued: [Date]
Client: [Client Name]
Allocation Type: [Prepaid Hour Block / Annual Retainer / Monthly Retainer]

Allocation Details

Hours Purchased/Allocated: [X] hours
Activation Date: [Date]
Expiration Date: [Date]
Payment Method (informational): [Stripe / Bank Transfer / Other Approved]

Current Status

Hours Used to Date: [Z] hours
Hours Remaining: [Y] hours
Status: [Active / Expiring Soon / Expired]

Recent Usage (if applicable)

Date Range: [Start – End]
Hours Consumed: [A] hours
Work Performed: [Brief description / ticket references]

(e) Illustrative Example #1 (informational).

Scenario: Client purchases a 50-hour Prepaid Hour Block via Stripe; 20 hours consumed after two months. Usage Statements may reflect: purchased hours = 50; used = 20; remaining = 30; expiration per Section 6.4 validity.

(f) Illustrative Example #2 (informational).

Scenario: Client purchases a 100-hour Prepaid Hour Block via bank-to-bank transfer; 35 hours consumed after three months. Usage Statements may reflect: purchased hours = 100; used = 35; remaining = 65; expiration per Section 6.4 validity.

(g) No contractual modification by example. Usage Statement formats and examples are informational. The controlling invoice/checkout record, Section 6 allocation rules, and the actual time records govern.

10.6 Bank-to-Bank Transfer – Payment Initiation

(a) How to request instructions (Official Channels). Client may request bank-to-bank transfer instructions for any invoice or prepaid purchase through an Official Channel (Support Ticket Portal preferred; email acceptable). Requests should include the invoice number (if applicable) and the amount.

(b) Instructions content. NE6™’s bank-to-bank transfer instructions may include, as applicable:

bank name and location;
routing/ABA (if applicable) and account details;
wire vs. ACH push instructions (as applicable);
required remittance reference (invoice number and/or Client identifier);
confirmation contact instructions.

initiating the transfer with sufficient lead time for the payment to be received and cleared by the due date;
ensuring remittance references are accurate (invoice number, Client name, and/or other required identifiers);
ensuring the amount remitted matches the amount due, exclusive of any bank/intermediary fees unless NE6™ expressly agrees otherwise in writing.

(d) No guarantee of banking timelines. NE6™ does not control bank processing, intermediary bank processing, bank holds, compliance checks, or network delays. Client acknowledges that banking system delays do not excuse late payment unless NE6™ expressly agrees otherwise in writing.

(e) No surcharge for bank transfer. There are no NE6™-imposed surcharges or price changes solely for electing bank-to-bank transfer, unless expressly stated in writing for a specific invoice and permitted by law.

10.7 Affiliate Links, Referrals, and Third-Party Recommendations

10.7.1 NE6™ Third-Party Affiliate Links and Recommendations (Disclosure)

(a) Third-party recommendations. NE6™ may reference, recommend, or link to third-party tools, services, platforms, hosting providers, payment processors, AI tools, vendors, and other third-party services (“Third-Party Services”).

(b) Affiliate/referral link disclosure. Some links may be affiliate or referral links. If a user purchases through such a link, NE6™ may receive a credit, discount, referral benefit, or commission from the third party.

NE6™ does not control third-party products, pricing, uptime, performance, security posture, support, or terms;
third-party relationships are between the user and the third party, and third-party terms govern;
NE6™ is not responsible for third-party outages, changes, discontinued features, billing disputes, or third-party compliance failures.

(d) Operational nature of recommendations. Recommendations are operational and informational, may be based on NE6™’s experience, and do not constitute warranties, guarantees, or representations by NE6™ regarding third-party outcomes.

10.7.2 NE6™ Affiliate and Referral Program (Referring Clients to NE6™)

(a) Program availability; approval required. NE6™ may offer an Affiliate and Referral Program (“Program”). Participation is by NE6™ approval only and may be modified, suspended, or terminated by NE6™ in its discretion (including prospectively changing commission structures), subject to obligations already accrued under confirmed written terms and subject to applicable law.

(b) Manual administration. The Program is administered manually and controlled by NE6™’s records, written confirmations, and the terms in these Terms and any written Program rules NE6™ provides through Official Channels.

(c) No employment or agency. Affiliates/referrers are independent parties. No partnership, employment, joint venture, agency, or fiduciary relationship is created by Program participation.

(d) Program rules may apply. NE6™ may issue written Program rules (eligibility, payout method, verification, holds, marketing restrictions, etc.). Where issued, those written Program rules apply in addition to these Terms. In the event of conflict, the order of precedence governs per these Terms (and, for Program-specific matters, NE6™’s written Program confirmation controls for the specific affiliate arrangement).

10.7.3 Attribution Rules (Manual Confirmation Controls)

(a) Attribution requirement. A referral is credited only if, within the applicable attribution window (if any), either:

the referred Client uses a valid Affiliate Code; or
the referred Client clearly identifies the referrer in writing through an Official Channel;

and NE6™ confirms attribution based on its records.

(b) NE6™ records control. Attribution is determined by NE6™’s internal confirmation and records. NE6™ is not required to rely on cookies, pixel tracking, or third-party tracking unless NE6™ expressly states otherwise in writing.

(c) Conflicting claims. If multiple parties claim attribution, NE6™ determines attribution in its reasonable discretion based on available written records and Program rules.

(d) No retroactive attribution obligation. NE6™ is not obligated to retroactively apply attribution for referrals that cannot be verified through written records or that are presented after the applicable attribution window (if any) stated in Program rules or written confirmation.

10.7.4 Referred Client Discount

(a) Discount eligibility. NE6™ may offer a referred-client discount when a valid Affiliate Code is used or attribution is confirmed under Section 10.7.3.

(b) Default discount (unless stated otherwise in writing). Unless NE6™ confirms otherwise in writing, the referred Client discount is ten percent (10%) off NE6™’s standard pricing for eligible purchases.

the referred-client discount is non-stackable with other discounts or promos; and
the referred-client discount does not apply to already-discounted promotional pricing.

(d) Denial for abuse. NE6™ may deny a referred-client discount for abuse, misrepresentation, fraud, manipulation of attribution, policy violation, or other misconduct.

10.7.5 Commission Models

(a) Net-paid basis. Commissions are calculated on the net amount actually received and retained by NE6™ for the eligible purchase, after applying discounts, and excluding amounts not retained due to refunds, reversals, disputes, chargebacks, or other invalidations.

(b) Default commission structures (unless confirmed otherwise in writing). Unless NE6™ confirms otherwise in writing for a specific affiliate/referrer arrangement, commission structures are:

(i) Prepaid purchases (one-time): 25% one-time commission on net paid amounts for prepaid hour blocks and/or prepaid retainers.
(ii) Monthly retainer (recurring): 15% commission on net paid amounts per month for the first six (6) months of a referred Client’s Monthly Retainer.
(iii) Postpaid and milestone invoices (per-invoice): 10% commission per paid invoice for the life of the referred Client relationship, provided the Affiliate remains Active and otherwise eligible.

taxes collected/remitted;
pass-through costs billed at cost (or near cost) when identified as such;
amounts refunded, reversed, charged back, disputed, or otherwise not retained by NE6™.

(d) Right to correct errors. NE6™ may correct commission calculation errors (including overpayments or underpayments) and may offset corrections against future payouts.

10.7.6 Minimum Payout; Timing Holds

(a) Minimum payout threshold. Unless NE6™ states otherwise in writing, the minimum payout threshold is $50 in accrued, payable commissions.

(b) Verification and risk holds. Commission payouts are subject to verification, anti-fraud checks, and risk holds. Unless NE6™ confirms otherwise in writing, payouts are typically made 60–120 days after the underlying Client payment clears, but may be delayed beyond that period if NE6™ reasonably determines that dispute, chargeback risk, verification issues, compliance risk, or clawback risk exists.

(c) Payout method. Unless NE6™ agrees otherwise in writing, affiliate payouts are made by bank-to-bank transfer or by mailed bank check/cashier’s check (or other method NE6™ approves in writing), subject to receipt of accurate payout information from the Affiliate.

10.7.7 Active Status Requirement

(a) Active status required for ongoing commissions. To receive ongoing commissions (including “life of relationship” structures), the Affiliate must remain Active and in Good Standing under these Terms and any Program rules.

(b) Default Active definition (unless Program rules state otherwise). Unless NE6™ states otherwise in written Program rules:

Active means at least one new paying referred Client within the prior twelve (12) months; and
the Affiliate is not in breach of these Terms and is not suspended/terminated from the Program.

(c) Effect of inactive status. If an Affiliate becomes inactive, NE6™ may pause or discontinue future commissions (prospectively) until Active status is restored, subject to any written Program rules.

10.7.8 Refunds, Chargebacks, Disputes, and Clawbacks

(a) Non-payability during dispute window. If the underlying Client payment is refunded, reversed, disputed, charged back, or otherwise invalidated, the related commission is not payable unless and until the underlying payment is finally resolved and retained by NE6™.

(b) Clawback/offset rights. If commissions were already paid and the underlying payment is later refunded, reversed, disputed, or charged back, NE6™ may:

offset the amount against future commissions; and/or
require repayment within a reasonable period stated by NE6™ in writing.

(c) Administrative handling and verification. NE6™ may require additional verification documentation to resolve attribution disputes or clawback disputes, and may pause payouts during investigation.

10.7.9 Prohibited Conduct; Termination

(a) Prohibited conduct. Affiliates/referrers may not, without limitation:

misrepresent NE6™ services, scope, outcomes, pricing, or terms;
impersonate NE6™ or imply employment, agency, or authority to bind NE6™;
use spam, deceptive practices, unlawful advertising, or prohibited platform practices;
violate intellectual property rights, privacy laws, marketing laws, or platform rules;
attempt to manipulate attribution, discounts, or commissions through fraud, self-referrals (if prohibited by Program rules), or misdirection.

(b) Termination. NE6™ may terminate or suspend participation immediately upon suspected or confirmed violation, risk, fraud indicators, or breach of these Terms or Program rules. Upon termination, unpaid commissions may be forfeited to the extent permitted by law and consistent with Program rules, and clawbacks may still apply.

(c) Survival. Sections necessary to enforce audit, clawback, confidentiality (where applicable), and payment obligations survive termination.

10.7.10 Taxes and Payment Information

(a) Affiliate tax responsibility. Affiliates are responsible for all taxes arising from commissions and must provide accurate payout and tax information as requested by NE6™.

(b) Information required for payout. NE6™ may require reasonable identity, payment, and tax documentation (for example, W-9/W-8 series forms or equivalent) as a condition to payout, as permitted by law.

(c) Withholding and reporting. NE6™ may withhold amounts where required by applicable law and may issue tax reporting forms where required.

SECTION 11: LATE FEES, INTEREST, ADMIN COLLECTION FEE, GOOD FAITH PAYMENTS, AND COLLECTIONS

11.0 Purpose, Scope, and Order of Operations

11.0.1 Purpose.

This Section 11 governs (i) late-payment charges, (ii) interest charge methodology, (iii) delinquency escalation, (iv) Service Suspension for non-payment risk, (v) collections escalation, and (vi) recovery cost allocation, in a manner intended to be operationally clear, commercially reasonable, and enforceable to the maximum extent permitted by applicable law.

11.0.2 B2B-First; Consumer Overlay.

These Terms are drafted primarily for B2B professional services relationships. If Client is a Consumer, consumer-specific protections and limitations (including any non-waivable rights) apply as stated in Section 34 and applicable law. Where a rule in Section 34 conflicts with this Section 11 for a Consumer, Section 34 controls for that Consumer engagement to the extent required by law.

11.0.3 Order of Operations (Typical Sequence).

Unless a controlling SOW/Invoice states otherwise, the typical delinquency sequence for a past-due Invoice is:

(a) Due Date occurs (Day 0);
(b) Late Fee may be assessed (Day 1 after Due Date) (Section 11.2);
(c) Interest may be assessed on the Interest Commencement Date (Day 2 after Due Date) and then on each Interest Charging Date thereafter (Section 11.3);
(d) Administrative Collection Fee may be assessed one time on Day 10 after Due Date if still unpaid (Section 11.4);
(e) Service Suspension may occur quickly after written past-due notice and courtesy window, subject to exceptions (Section 11.6A);
(f) Collections escalation may occur after extended delinquency (commonly at or after 180 days) (Section 11.6);
(g) Post-collections residual recovery may be invoiced/owed depending on net recovery and costs (Section 11.6).

11.0.4 No Rewrite of Due Date Without Writing.

Any deviation (payment plan, waiver, deferral, special timing) is effective only if confirmed in a written Communication Record through an Official Channel.

11.1 Anchor Rule; Original Due Date Controls

11.1.1 Anchor.

All Late Fees, Interest Charges, Administrative Collection Fees, Service Suspension timing, and Collections escalation timing are anchored to the Original Due Date stated on the applicable Invoice (“Original Due Date”).

11.1.2 No Reset by Reminders or Partial Payments.

Reminders, follow-ups, informal discussions, partial payments, “good faith” gestures, dispute conversations, or payment-plan discussions do not reset or extend the Original Due Date anchor unless NE6™ expressly agrees in writing (Communication Record) to modify the Due Date for that specific Invoice.

11.1.3 Application of Payments.

Unless required otherwise by law or stated otherwise in writing, payments may be applied in the following order: (i) pass-through costs (if any) then due; (ii) external recovery costs then due (if any); (iii) Administrative Collection Fee; (iv) Interest Charges; (v) Late Fees; and then (vi) principal / Original Invoice Amount. NE6™ may apply payments differently where operationally required, but will maintain consistent recordkeeping in the Communication Record / billing record.

11.1A Combined Fee Impact Disclosure – Plain Language Explanation and Worked Example

11.1A.1 Disclosure Objective.

When an Invoice becomes past due, multiple charges may apply simultaneously and the balance may grow over time. This subsection provides clear explanation and worked examples so Client understands the combined impact of delinquency and can make informed payment decisions.

(A) How Multiple Charges Interact

11.1A.2 Late Fee (Section 11.2).

A Late Fee may be assessed beginning on Day 1 after the Due Date (and may recur at 30-day intervals while a balance remains past due as described in Section 11.2).

11.1A.3 Interest Charges (Section 11.3).

Interest Charges may be assessed beginning on Day 2 after Due Date (the Interest Commencement Date), and then on each Interest Charging Date every thirty (30) calendar days thereafter while any Past-Due Balance remains.

11.1A.4 Administrative Collection Fee (Section 11.4).

A one-time Administrative Collection Fee may be assessed on the tenth (10th) calendar day after Due Date if the Invoice remains unpaid, calculated as 3% of the then-outstanding Past-Due Balance at that time.

11.1A.5 Compounding Mechanics.

Interest Charges are calculated on the then-outstanding Past-Due Balance, which may include previously assessed Late Fees, previously assessed Interest Charges, and the Administrative Collection Fee, causing compounding over time.

11.1A.6 Business Rationale; Liquidated Damages Framing (B2B-First).

Charges assessed under this Section 11 are intended to compensate NE6™ for late-payment harm, including administrative overhead, operational disruption, cost-of-capital impact, collections escalation effort, reconciliation time, and risk management burden. The parties agree these charges are commercially reasonable estimates of harm that may be difficult to measure precisely at the time of contracting.

(B) Pre-Collections Internal Charge Framework; 180-Day Escalation

11.1A.7 Internal Charges Before Collections Escalation.

Prior to escalation to external Collections, NE6™ may assess the charges described in Sections 11.2–11.4 and 11.3 on schedule, subject to any controlling SOW/Invoice variations.

11.1A.8 Pre-Collections Cap Concept (Operational / Fairness Control).

Unless a controlling SOW/Invoice expressly states otherwise in writing, NE6™’s internal delinquency charges under this Section 11 (Late Fees, Interest Charges, Administrative Collection Fee) are intended to remain within commercially reasonable bounds prior to external Collections escalation. Accordingly, NE6™ may implement one or more of the following controls (individually or in combination) as a fairness and compliance risk mitigation measure:

(a) Escalation to Collections after extended delinquency (commonly 180 days) (Section 11.6);
(b) Discretionary waiver of a particular future Late Fee or charge upon documented Good Faith progress (Section 11.5);
(c) Internal Charge Cap (pre-collections) measured against the Original Invoice Amount, where operationally appropriate, unless prohibited or made impracticable by the facts of the delinquency.

11.1A.9 180-Day / Six-Cycle Escalation Trigger.

If an Invoice remains unpaid for one hundred eighty (180) calendar days after the Original Due Date, or equivalently for six (6) consecutive 30-day interest charging cycles after the Interest Commencement Date, NE6™ may escalate the account to internal and/or external Collections consistent with Section 11.6.

11.1A.10 Service Suspension Will Usually Occur Long Before 180 Days.

Client acknowledges that NE6™ will typically suspend Services for non-payment risk well before 180 days (Section 11.6A). Therefore, 180-day escalation reflects extended delinquency after Services are already suspended and after substantial attempts to resolve the account have occurred.

(C) Worked Example: $2,000 Invoice Due January 1 (Illustrative; Shows Core Mechanics)

Assumptions for illustration: (i) Invoice amount $2,000.00; (ii) Due Date Jan 1; (iii) Late Fee assessed Day 1; (iv) Interest 1% assessed on each Interest Charging Date; (v) Administrative Collection Fee assessed once on Day 10; (vi) no payments are made during this window.

Date	Days Past Due	Event	Late Fee	Interest Charge	Admin Collection Fee	Total Outstanding Balance	Notes
Jan 1	0	Invoice Due	—	—	—	$2,000.00	Original invoice amount due.
Jan 2	1	Late Fee assessed	$35.00	—	—	$2,035.00	Late Fee begins Day 1 after Due Date.
Jan 3	2	Interest Commencement Date / Interest assessed	—	$20.35	—	$2,055.35	1% of $2,035.00.
Jan 11	10	Administrative Collection Fee assessed	—	—	$61.66	$2,117.01	3% of $2,055.35. One-time fee.
Feb 1	31	Potential Late Fee interval	$35.00*	—	—	$2,152.01*	*If assessed per Section 11.2 (30-day interval rule).
Feb 2	32	Interest Charging Date	—	$21.52*	—	$2,173.53*	*1% of $2,152.01 if the Feb 1 Late Fee was assessed; otherwise 1% of $2,117.01 (= $21.17) and the balance would be $2,138.18.
Mar 3	61	Potential Late Fee interval	$35.00**	—	—	$2,208.53**	**If assessed and if prior optional Late Fees were assessed; otherwise this line item changes accordingly.
Mar 4	62	Interest Charging Date	—	$22.09**	—	$2,230.62**	**Illustrative. Interest is 1% of the then-outstanding balance on the charging date, which depends on whether optional Late Fees were assessed and whether any payments were made.

(D) Key Takeaways

11.1A.11 Early Payment Saves the Most.

Paying by the Due Date avoids all delinquency charges. Paying within the first day after Due Date may avoid Interest Charges (depending on exact timing per Section 11.3).

11.1A.12 Compounding Can Increase the Balance.

Interest is assessed on the then-outstanding Past-Due Balance, which may include assessed fees and prior assessed interest.

11.1A.13 Administrative Collection Fee Is One-Time, Day 10.

The Administrative Collection Fee is assessed once per delinquency event on Day 10 if unpaid, and then becomes part of the Past-Due Balance for later interest calculations.

11.1A.14 Good Faith Payments Can Trigger Discretionary Relief.

If Client makes a Qualifying Good Faith Payment and maintains documented progress, NE6™ may grant limited discretionary relief (e.g., waiving a future Late Fee or placing a temporary hold on escalation) as described in Section 11.5; any such relief must be confirmed in writing.

11.1A.15 Collections Escalation at 180 Days.

If the Past-Due Balance remains unpaid after approximately 180 days from the Original Due Date, NE6™ may escalate the account to internal/external Collections under Section 11.6. When that occurs, the recovery process may introduce additional third-party costs, and the economics of recovery can change materially.

(E) Best Practice: Communicate Early Through Official Channels

11.1A.16 Early Communication.

If Client anticipates difficulty meeting the Due Date, Client should contact NE6™ promptly through an Official Channel to request a payment arrangement. Any payment arrangement, waiver, or modified schedule is effective only if confirmed in a written Communication Record.

(F) Due Date Anchor Reminder

11.1A.17 Original Due Date.

All timelines described in this Section 11 remain anchored to the Original Due Date unless NE6™ agrees in writing to modify the Due Date for the specific Invoice.

11.2 Late Fee

11.2.1 Late Fee Amount; When Assessed.

If an Invoice is not paid in full by the Due Date, NE6™ may assess a Late Fee of $35.00 beginning on the first calendar day after the Due Date (Day 1).

11.2.2 Recurring Late Fee Intervals.

If a Past-Due Balance remains, NE6™ may assess additional Late Fees of $35.00 at 30-day intervals thereafter while a Past-Due Balance remains (e.g., Day 31, Day 61, Day 91, etc.).

11.2.3 Discretion and Non-Waiver.

NE6™ may waive a Late Fee in its discretion, but any waiver must be confirmed in writing to be effective. NE6™’s decision not to assess a Late Fee at a particular interval does not waive NE6™’s right to assess Late Fees at later intervals while a Past-Due Balance remains.

11.2.4 Interaction With Good Faith Payments.

A Qualifying Good Faith Payment may trigger NE6™’s discretionary waiver of a future Late Fee, as described in Section 11.5, if confirmed in writing.

11.3 Interest Charges on Past-Due Balances

11.3.1 Commencement of Interest; Interest Commencement Date

(a) Interest Commencement Date. Interest may be assessed on the second (2nd) calendar day after the Invoice Due Date if the Invoice remains unpaid after the end of the first calendar day following the Due Date. That second day is the “Interest Commencement Date” (as defined in Section 2.1).

(b) Illustration (Due Date Jan 1). Jan 2 is Day 1; Jan 3 is Day 2 and is the Interest Commencement Date.

(c) Pay by End of Day 1 to Avoid Interest. If Client pays the Past-Due Balance in full on or before the end of the first calendar day following the Due Date (Day 1), no interest charge is assessed.

11.3.2 Rate; Charging Method (Not Daily; Not Prorated)

(a) Rate. Interest is assessed at one percent (1%) per thirty (30) calendar days.

(b) Charging Method. Interest is assessed as a flat charge on each Interest Charging Date and is not calculated as a daily periodic rate, is not accrued daily, and is not prorated based on partial days within an interval.

(c) No “Real APR” Promise. This is a contractual charge methodology for delinquent invoices, not a disclosed consumer credit APR calculation (Consumer overlay rules, if applicable, are governed by Section 34).

11.3.3 Interest Charging Dates (30-Day Schedule)

(a) Interest may be assessed on:

(i) the Interest Commencement Date (Day 2 after Due Date); and
(ii) each subsequent date that is thirty (30) calendar days after the prior Interest Charging Date (e.g., Day 32, Day 62, Day 92, Day 122, Day 152, and continuing every 30 calendar days thereafter) while any Past-Due Balance remains.

(b) No Charges on Intervening Days. No interest charge is assessed on non-charging days (e.g., Day 3–31, Day 33–61, etc.). The 1% charge occurs on the Interest Charging Dates only.

11.3.4 Calculation Methodology; Compounding

(a) Then-Outstanding Balance Base. On each Interest Charging Date, interest is calculated as 1% of the then-outstanding Past-Due Balance.

(b) What the Past-Due Balance May Include. The Past-Due Balance may include:

unpaid principal / Original Invoice Amount;
Late Fees assessed under Section 11.2;
previously assessed Interest Charges (Accrued Interest);
Administrative Collection Fee assessed under Section 11.4; and
any other amounts properly due under these Terms for that Invoice.

(c) Compounding. Because interest is assessed on the then-outstanding Past-Due Balance, later interest charges may be assessed on a balance that includes prior assessed interest and fees, which results in compounding.

(d) Effect of Partial Payments. Partial payments reduce the Past-Due Balance upon application, but do not change the Interest Charging Date schedule or eliminate interest already assessed, unless NE6™ expressly confirms a modification in writing.

11.3.5 Detailed Example (Illustrative): $1,000 Invoice Due January 1

Assumptions: Late Fee assessed Day 1; first interest assessed Day 2; Admin Collection Fee assessed Day 10 if still unpaid; no payments made.

Jan 1 (Due Date): $1,000.00 due.
Jan 2 (Day 1): Late Fee $35.00 → $1,035.00.
Jan 3 (Day 2): Interest 1% of $1,035.00 = $10.35 → $1,045.35.
Jan 11 (Day 10): Admin Fee 3% of $1,045.35 = $31.36 → $1,076.71.
Feb 2 (Day 32): Interest 1% of $1,076.71 = $10.77 → $1,087.48.
(Optional) Day 31 Late Fee: If assessed $35.00, the base for Day 62 would increase accordingly.

11.3.6 Effective Rate Disclosure (Contextual; B2B-First)

Client acknowledges that 1% assessed every 30 days, when repeatedly applied to a balance that includes prior assessed charges, may yield an effective annualized cost greater than a simple non-compounding 12% figure. This structure reflects NE6™’s cost-of-capital impact, administrative burden, and delinquency risk. For Consumers, consumer-specific limits/disclosures, if required, are governed by Section 34.

11.3.7 Compliance Framing; Consumer Overlay

(a) B2B. Client acknowledges that the parties are contracting for professional services and that payment timing and delinquency remedies are commercially material terms.

(b) Consumer overlay. If Client is a Consumer, any consumer-specific protections, limitations, or required disclosures applicable to interest, default charges, and collection practices are governed by Section 34 and applicable law.

11.3.8 Transparency Acknowledgment (Material Term)

Client acknowledges and agrees that:

(i) interest is assessed at 1% per 30 calendar days on Interest Charging Dates;
(ii) interest is assessed on the then-outstanding Past-Due Balance and may compound;
(iii) the Interest Commencement Date is Day 2 after the Due Date if unpaid;
(iv) paying in full by the end of Day 1 after the Due Date avoids interest charges; and
(v) any waiver, deferral, or modification must be in writing through an Official Channel.

To the extent permitted by law, Client agrees that these terms are adequately disclosed and are a material part of the bargain.

11.4 Administrative Collection Fee (3%) – Notice, Timeline, Purpose, Scope, and Examples

11.4.1 Purpose; Nature of Fee

(a) Purpose. When an Invoice becomes delinquent, NE6™ incurs additional administrative and operational burden that typically includes: delinquency tracking, internal escalation, additional client communications, reconciliation effort, re-forecasting, queue disruption, risk controls, project re-sequencing, documentation compilation, and preparation for potential external Collections or counsel escalation.

(b) Reasonableness. The parties agree the Administrative Collection Fee is a reasonable charge intended to compensate NE6™ for the additional administrative labor and business disruption created by delinquency, separate from the underlying service pricing.

11.4.2 Assessment Rule; Day 10; One-Time Only

(a) When assessed. Unless the controlling Invoice/SOW states otherwise, if an Invoice remains unpaid, NE6™ may assess a one-time Administrative Collection Fee equal to three percent (3%) of the then-outstanding Past-Due Balance on the tenth (10th) calendar day after the Due Date.

(b) One-time only. The Administrative Collection Fee is assessed once per Invoice delinquency event and is not assessed repeatedly at later intervals for the same delinquency.

(c) Base. The “then-outstanding Past-Due Balance” used for the 3% calculation may include the Original Invoice Amount (or unpaid portion), the Late Fee, and any interest assessed as of that time.

11.4.3 Notice Sequence (Operational Model; Non-Exhaustive)

(a) Delinquency notices. NE6™ may provide a sequence of delinquency notices through Official Channels. A typical sequence may include:

Day 1: Past-due notice and Late Fee notice.
Day 2: Interest commencement notice.
Day 3–Day 9: Delinquency follow-ups and escalation reminders.
Day 10: Administrative Collection Fee assessment notice (if still unpaid).

(b) No waiver by imperfect notice. Failure to send a particular notice does not waive NE6™’s right to assess the Administrative Collection Fee where permitted by these Terms and applicable law, but NE6™’s intent is to maintain clear written records through Official Channels.

11.4.4 Waiver and Discretion (Pre-Assessment vs Post-Assessment)

(a) Pre-assessment discretion. NE6™ may waive the Administrative Collection Fee before it is assessed if Client communicates in writing through an Official Channel and demonstrates good faith intent to cure the delinquency (including via a Qualifying Good Faith Payment or confirmed payment plan), and NE6™ confirms the waiver in writing.

(b) Post-assessment rule. Once assessed, the Administrative Collection Fee becomes due and payable and will not be removed unless NE6™ expressly confirms removal in writing.

11.4.5 Scope of the Fee; Relationship to Future Collections Costs

(a) The Administrative Collection Fee covers internal administrative burden and does not include external recovery costs (third-party collection agency fees, attorneys’ fees, court costs) which may be separately recoverable to the extent permitted by law and these Terms (Section 11.6).

(b) The Administrative Collection Fee is not duplicated when the account later escalates to external Collections; it remains a one-time internal fee.

11.4.6 Effect on Past-Due Balance; Interest Interaction

Once assessed, the Administrative Collection Fee becomes part of the Past-Due Balance and may be included in the base for subsequent interest charges on later Interest Charging Dates (Section 11.3).

11.4.7 Calculation Examples (Illustrative)

Example 1 — $2,000 Invoice Due Jan 1 (Admin Fee on Day 10).

Jan 2 (Day 1): Late Fee $35 → $2,035.00
Jan 3 (Day 2): Interest 1% of $2,035 = $20.35 → $2,055.35
Jan 11 (Day 10): Admin Fee 3% of $2,055.35 = $61.66 → $2,117.01

Example 2 — $1,000 Invoice Due Jan 1 (Admin Fee on Day 10).

Day 1: $35 late fee → $1,035.00
Day 2: 1% interest on $1,035 = $10.35 → $1,045.35
Day 10: 3% admin fee on $1,045.35 = $31.36 → $1,076.71

11.4.8 Relationship to Good Faith Payments

(a) A Qualifying Good Faith Payment may support a discretionary decision not to assess the Administrative Collection Fee if made sufficiently early and accompanied by written communication through an Official Channel.

(b) A Good Faith Payment does not automatically remove or reverse an Administrative Collection Fee already assessed unless NE6™ confirms in writing.

11.5 Good Faith Payments; Qualifying Good Faith Payments (25%+)

11.5.1 Good Faith Payment.

NE6™ may treat any payment toward a Past-Due Balance as a Good Faith Payment in its discretion.

11.5.2 Qualifying Good Faith Payment.

A “Qualifying Good Faith Payment” is a payment equal to at least twenty-five percent (25%) of the then-outstanding Past-Due Balance.

11.5.3 Discretionary Relief (If Confirmed in Writing).

Upon receipt of a Qualifying Good Faith Payment, NE6™ may, in its discretion and if confirmed in writing:

(a) waive the next otherwise-applicable Late Fee; and/or
(b) place a temporary hold on escalation to external Collections while documented good-faith progress continues; and/or
(c) confirm a short payment plan or installment arrangement.

11.5.4 No Automatic Relief.

A Good Faith Payment or Qualifying Good Faith Payment does not automatically:

stop interest charging;
reset the Original Due Date anchor;
remove already-assessed charges;
prevent Service Suspension; or
prevent Collections escalation if payments stop, become irregular, or the delinquency remains materially unresolved.

11.5.5 Payment Plan Governance.

Any payment plan is effective only if confirmed through Official Channels in a written Communication Record, and may include conditions (deadlines, minimum payments, reinstatement terms, and what happens on default).

11.6 Suspension and Collections

11.6.1 Service Suspension Rights (General)

If any Invoice is past due, NE6™ may, subject to these Terms and applicable law:

(a) pause or suspend Services;
(b) pause Deliverables, delivery schedules, and workstream execution;
(c) require payment (in whole or in part) as a condition to continue work;
(d) require Client to cure delinquency and/or return to Good Standing before NE6™ resumes Services;
(e) limit scope, reduce priority, or require a revised schedule after delinquency is cured due to re-queuing impacts; and
(f) apply reasonable risk controls (including restricting access, pausing deployments, or holding deliverable releases) where necessary to manage non-payment risk.

11.6.2 Operational Reality; No Work While Delinquent

Client acknowledges NE6™ is a services-led execution studio. If an Invoice becomes delinquent and remains uncured after NE6™’s past-due notice and courtesy period, NE6™ will generally not continue to provide Services. Client further acknowledges that by the time an account reaches extended delinquency (e.g., 180 days), Services will typically have been suspended for a substantial period.

11.6.3 Internal Collections; Escalation Steps (Non-Exhaustive)

Before external Collections, NE6™ may conduct internal collections efforts, which may include:

(a) additional written notices and reminders;
(b) request for cure date;
(c) request for payment plan;
(d) account hold;
(e) service suspension;
(f) escalation to management review; and/or
(g) preparation of documentation for external Collections.

Internal efforts do not waive NE6™’s rights to escalate further.

11.6.4 External Collections Escalation; 180-Day Rule

(a) Escalation trigger. If an Invoice remains unpaid for 180 days after the Original Due Date (or otherwise meets NE6™’s escalation criteria), NE6™ may escalate the account to external Collections, including a third-party collection agency, attorneys, or other recovery mechanisms, subject to applicable law.

(b) Earlier escalation. NE6™ may escalate earlier than 180 days in cases of clear non-payment intent, fraud, evasion, repeated delinquency pattern, or other material risk, to the extent permitted by law and these Terms.

(c) Discretion. Escalation is at NE6™’s discretion; NE6™ may decide not to escalate for particular accounts (e.g., where a payment plan is performing).

11.6.5 Effect of External Collections Referral (Stop-Charging Rule; Control of Process)

(a) Stop-charging after referral (general intent). Once an Invoice balance is formally referred to an external collection agency for recovery, NE6™ will generally treat that referred balance as fixed for purposes of internal late charges and will generally not continue to assess additional internal interest and late fees on the referred amount after the referral date (unless required for recordkeeping or unless a controlling agreement states otherwise).

(b) Collection agency control. After referral, the collection agency’s practices and authorized fees, if any, are governed by applicable law and the agency arrangement. NE6™ will not promise any particular agency fee or policy outcome; agencies may vary.

(c) Payment routing. After referral, NE6™ may require payments on the referred balance to be made through the agency and may decline to accept direct payment on that referred balance unless NE6™ confirms otherwise in writing.

11.6.6 Collection Agency Fees; Net Recovery; Residual Balance Mechanics

(a) Agency fee concept. Client acknowledges that external collection agencies commonly charge a contingent fee that may be a material percentage of the recovered amount (often described in the market as a significant percentage and varying by case). The fee arrangement is between NE6™ and the agency.

(b) Net Recovery. If the agency collects funds, NE6™ may receive only the net proceeds after the agency’s fee and permitted expenses are deducted (“Net Recovery”).

(c) Residual Balance. To the extent permitted by law and these Terms, Client remains responsible for amounts that remain unpaid to NE6™ after applying the Net Recovery, including any remaining unpaid principal and any permitted recovery costs not satisfied by the collection proceeds.

(d) Residual invoicing after successful collection. If an agency collects the referred balance but deducts an agency fee such that NE6™’s Net Recovery is less than the total referred balance, NE6™ may issue a new invoice (or billing statement) to Client for the remaining unpaid amount owed to NE6™ (the “Residual Balance”), to the extent permitted by law and consistent with the agency arrangement and the facts of the recovery.

(e) No reinstatement until fully cured. Payment of the agency-recovered portion does not automatically restore Client to Good Standing with NE6™ if a Residual Balance remains unpaid. NE6™ may require full cure (including the Residual Balance) as a condition of resuming Services or entering any new engagement.

(f) Second referral discretion. If a Residual Balance remains unpaid after invoicing, NE6™ may, in its discretion, refer that Residual Balance to collections again, pursue legal remedies, or write off the account internally, subject to applicable law. Any write-off is an internal accounting treatment and does not waive the debt unless NE6™ expressly confirms waiver/release in writing.

11.6.7 Collections Example (Illustrative; Demonstrates Net Recovery / Residual)

Scenario (illustrative only):

Total Past-Due Balance referred to collections: $10,000.00
Agency collects full $10,000.00 from Client
Agency fee: 40% (example only; actual may vary)
NE6™ Net Recovery: $6,000.00
Residual Balance: $4,000.00

Outcome (illustrative):

NE6™ receives $6,000.00 net from agency.
NE6™ may invoice Client for the $4,000.00 Residual Balance (subject to law and agency arrangement).
NE6™ may decline to resume Services until the Residual Balance is paid in full.

11.6.8 Additional Recovery Costs; Attorneys’ Fees; Court Costs (Where Permitted)

To the extent permitted by applicable law and these Terms, Client may be responsible for reasonable costs incurred in collection and enforcement, which may include third-party collection fees, attorneys’ fees, filing fees, court costs, and enforcement expenses. If Client is a Consumer, consumer-specific limits apply as stated in Section 34.

11.6.9 Cross-Invoice Default; Portfolio Risk

If Client has multiple Invoices and any one Invoice becomes materially delinquent, NE6™ may treat the account as a portfolio risk and may suspend Services across the engagement(s) until all undisputed past-due amounts are cured, subject to applicable law and any SOW-specific restrictions.

11.6A SERVICE SUSPENSION NOTICE REQUIREMENT – Professional Courtesy Period

11.6A.1 Trigger for Courtesy Notice.

If an Invoice is not paid in full by the Due Date, NE6™ will typically issue a written past-due notice through an Official Channel beginning on Day 1 after the Due Date (the day Late Fees may first be assessed).

11.6A.2 Courtesy Period.

After issuing the past-due notice, NE6™ will generally provide a professional courtesy period of twenty-four (24) to forty-eight (48) hours before Service Suspension takes effect, to allow Client to (i) pay, or (ii) communicate in writing through an Official Channel to propose a cure plan.

11.6A.3 Service Suspension Effective Point.

If NE6™ does not receive (i) payment in Cleared Funds (or other acceptable arrangement confirmed in writing), or (ii) a documented resolution plan accepted by NE6™ in writing, within the courtesy period, NE6™ may suspend Services.

11.6A.4 Notice Content.

A suspension notice may include:

current Past-Due Balance;
identification of the Invoice(s) past due;
a statement that Services are subject to immediate suspension;
the intended suspension effective time (no sooner than 24 hours and generally no later than 48 hours after notice, unless exceptions apply);
payment instructions and Official Channel contact method; and
reinstatement conditions (e.g., payment in full, or minimum cure payment, or confirmed plan).

11.6A.5 Case-by-Case Discretion.

NE6™ may extend the courtesy period or delay suspension in its discretion where Client communicates proactively and demonstrates credible intent to cure (including Good Faith / Qualifying Good Faith Payment), but any extension must be confirmed in writing to be effective.

11.6A.6 Operational Clarification: Work Stops and Queue Impacts.

Client acknowledges that once Services are suspended for non-payment, work stops, and resuming work may require re-queuing, re-scoping, and schedule adjustments. NE6™ is not responsible for missed deadlines caused by Client delinquency and resulting Service Suspension.

11.6A.7 Emergency Exceptions (Immediate Suspension Permitted).

NE6™ may suspend Services immediately without the courtesy period if:

Client initiates or threatens a Chargeback or payment dispute through a card network, bank, or payment processor;
Client is in material breach creating urgent risk (including confidentiality misuse or deliverable abuse risk);
NE6™ reasonably believes immediate suspension is required to prevent harm, misuse, unlawful activity, or evidence spoliation; or
a court order or legal obligation requires immediate action.

11.6A.8 No Waiver.

Providing or not providing a courtesy notice does not waive NE6™’s rights to assess charges, enforce payment obligations, pursue Collections, or apply other remedies.

11.7 No Waiver

NE6™’s decision to waive, delay, reduce, or not enforce any charge, remedy, or timing provision under this Section 11 on one occasion does not waive NE6™’s right to enforce that charge, remedy, or provision later, for the same Invoice or any other Invoice, to the maximum extent permitted by law.

SECTION 12: DISPUTES, DISPUTE PROCESS, AND CHARGEBACKS

12.1 Dispute-First Requirement; Good-Faith Resolution Duty; Administrative Response Targets

12.1A Dispute-First Requirement (Mandatory).

Before initiating any Chargeback, payment dispute, reversal request, ACH return, card-network dispute, bank claim, or other processor/bank dispute process (each, a “Chargeback” for purposes of this Section 12, regardless of labeling), Client shall first submit the dispute to NE6™ through an Official Channel and attempt resolution in good faith (the “Dispute-First Requirement”).

12.1B Good-Faith Cooperation; Preservation of Records.

Client shall: (i) provide the information required in Section 12.2; (ii) respond to NE6™’s reasonable follow-up questions; (iii) refrain from escalating to a Chargeback while the Dispute-First process is being actively pursued in good faith by both parties; and (iv) preserve and, upon request, provide relevant records supporting Client’s position (including payment confirmations, bank notices, and internal approvals).

12.1C Administrative Response Targets (Not a Guarantee).

Subject to Section 12.1D, NE6™ will use commercially reasonable efforts to:

(a) acknowledge receipt of a properly submitted Dispute within two (2) Business Days; and

(b) provide either (i) a proposed resolution, or (ii) a written request for additional information and identified next steps, within seven (7) Business Days after acknowledgment.

12.1D Reasonable Delays; Tolling for Missing Information.

The timeframes in Section 12.1C may be extended, and NE6™’s review may be tolled, due to: (i) Client’s failure to provide required dispute information; (ii) Client non-responsiveness; (iii) the need to collect records from third parties (including Payment Processors, banks, subcontractors, or hosting/vendors); (iv) complex factual review; (v) multi-invoice or multi-engagement disputes; or (vi) processor/bank deadlines and procedural constraints that require immediate prioritization. Any such extension does not waive any NE6™ right or remedy.

12.1E B2B Priority; Consumer Overlay Reference.

These Terms are focused for B2B transactions first. For Consumer transactions, additional requirements, limitations, or nonwaivable rights may apply and will be governed by the Consumer overlay/addendum in Section 34, to the extent applicable and required by law.

12.2 Dispute Submission Method; Required Information; Dispute Content Standards

12.2A Submission Method (Official Channels Only).

All disputes must be submitted through an Official Channel (Support Ticket Portal preferred; email permitted as stated in these Terms). Disputes submitted through unofficial channels are not effective unless and until confirmed through an Official Channel in a Communication Record.

12.2B Required Information (Minimum Dispute Package).

A dispute must include, at minimum:

(a) the invoice number (or transaction identifier) and the total amount disputed;

(b) the specific line item(s), hours, Deliverable(s), milestone(s), fee(s), or charge(s) disputed;

(d) the relief requested (e.g., correction, partial credit, replacement, revision, clarification, reissue of invoice); and

(e) supporting documentation reasonably available to Client (e.g., approvals, Communication Records, SOW references, payment confirmations, screenshots, bank notices).

12.2C Dispute Must Be Specific; No “Global” Disputes Without Detail.

A dispute that states only a general objection (e.g., “not authorized,” “not delivered,” “not satisfied,” “wrong amount”) without identifying specific disputed items and the factual basis is not a properly submitted dispute and does not trigger the administrative response targets in Section 12.1C until Client provides the required detail.

12.2D NE6™ Request for Additional Information.

NE6™ may request additional information reasonably necessary to evaluate the dispute. Client’s failure to provide requested information may delay resolution and may be treated as withdrawal or abandonment of the dispute for administrative purposes (without waiving NE6™ rights to collect amounts owed).

12.2E Dispute Scope Limitation; Preservation of Undisputed Amounts.

A dispute applies only to the specifically identified disputed amount(s). Any undisputed portion of an invoice remains due and payable under Section 10 and is subject to Section 11 if not timely paid.

12.3 Suspension and Risk Controls for Improper Chargebacks

12.3A Improper Chargeback Defined.

An “Improper Chargeback” includes, without limitation: (i) initiating a Chargeback without first complying with the Dispute-First Requirement in Section 12.1; (ii) initiating a Chargeback while NE6™ is actively and timely working through the Dispute-First process in good faith; (iii) misrepresenting facts to a bank/network/processor; or (iv) initiating a Chargeback as a substitute for negotiated resolution where Client has received the benefit of Services/Deliverables and the dispute concerns preferences, scope expansion, or non-material issues rather than a documented billing error.

12.3B Immediate Suspension Rights.

If Client initiates an Improper Chargeback (or threatens an Improper Chargeback in a manner reasonably requiring risk controls), NE6™ may immediately, without further notice and without liability:

(a) suspend Services, access, accounts, and all further work (including pausing Deliverables and delivery timelines);

(b) place the Engagement on administrative hold pending investigation and verification;

(d) require payment by Bank-to-Bank Transfer (or other Cleared Funds method approved by NE6™) as a condition of continuing any work;

(e) decline to accept further card payments (or processor-based payments) for the Engagement or for future engagements; and/or

(f) require prepayment (including purchase of a prepaid allocation) before resuming Services.

12.3C Non-Waiver of Other Remedies.

Suspension under this Section 12.3 is in addition to, and not in lieu of, any other remedy available under these Terms, the controlling SOW, or applicable law, including invoicing, Collections escalation, and recovery of costs and fees where permitted.

12.4 Chargeback Handling Fee (Per Chargeback Event); When Assessed; Billing-Error Waiver

12.4A Fee Assessment Trigger.

If a Chargeback Event occurs, NE6™ may assess a Chargeback Handling Fee per Chargeback Event.

12.4B Fee Amount (5% With Bounds).

Unless prohibited by applicable law or payment-network/processor rules, the Chargeback Handling Fee equals five percent (5%) of the disputed amount, subject to a minimum of $50 and a maximum of $250, per Chargeback Event.

12.4C Separate and Cumulative.

The Chargeback Handling Fee is separate from (and does not replace) any: (i) pass-through processor/network fees actually assessed to NE6™; (ii) rebilled work value; (iii) Late Fees, Accrued Interest, Administrative Collection Fees, or other amounts permitted under Section 11; and (iv) external Collections costs (to the extent permitted by law).

12.4D Billing-Error Waiver (Client Prevails Due to Billing Error).

If the Chargeback is resolved in Client’s favor due solely to an NE6™ billing error, as determined by (i) the processor/bank/network decision and/or (ii) NE6™’s written confirmation, NE6™ will waive the Chargeback Handling Fee for that Chargeback Event. For purposes of this Section 12.4D, “billing error” means an objectively verifiable error such as: (a) duplicate billing for the same work; (b) arithmetic error leading to overcharge; (c) billing for work not performed; or (d) charging a materially incorrect amount inconsistent with the controlling SOW/Communication Record without written justification.

12.4E No Waiver Where Dispute Is Based on Preference or Scope Expansion.

A Chargeback (even if partially granted by a bank/processor) is not treated as “billing error” where the underlying basis is dissatisfaction, preference changes, scope expansion, failure to follow internal Client approvals, internal procurement issues, failure by Client to review Delivery Notifications, or other non-billing grounds, unless the processor decision expressly and solely rests on an objective billing error as defined above.

12.4A Chargeback Handling Fee – Cost Justification, Calculation Method, and Examples

12.4A(A) Chargeback Event Mechanics.

A Chargeback Event occurs when a payment is disputed through a Payment Processor, bank, ACH operator, or card network and the dispute process requires NE6™ to investigate, compile records, respond, and manage processor/bank procedures, deadlines, holds, reversals, penalties, or account-risk impacts. Multiple line items tied to the same disputed payment are treated as one Chargeback Event unless the processor/bank/network treats them as separate dispute cases; in that circumstance, each separate case is a separate Chargeback Event.

12.4A(B) Operational Burden and Cost Categories.

Client acknowledges that Chargeback Events impose material and measurable burdens on NE6™, including without limitation:

Administrative and staff time to review the claim, reconcile records, and build an evidence package (e.g., invoices, SOW/Work Orders, Communication Records, Delivery Notifications, Acceptance records, timestamps, access logs, work samples, and approvals).
Processor/bank/network dispute fees and penalties (including chargeback fees, dispute fees, retrieval fees, and risk-related assessments) that may be assessed due to a Chargeback Event or due to chargeback ratios.
Operational disruption including diverted staff time, queue interruption, risk monitoring, account restrictions, increased compliance overhead, and constraints imposed by processor/bank procedures.
Rebilling and collections effort where a chargeback is reversed/denied and NE6™ must rebill, reconcile, and pursue recovery through standard invoicing and collections workflows.

12.4A(C) Fee Structure and Intent (Not a Penalty).

The parties intend the Chargeback Handling Fee to constitute a reasonable, proportionate pre-estimate of the administrative and operational costs NE6™ incurs in responding to a Chargeback Event, and not a penalty. The fee is assessed once per Chargeback Event and is bounded to prevent excessive impact.

12.4A(D) Calculation Method (Restated).

Chargeback Handling Fee = 5% × Disputed Amount, subject to:

Minimum: $50 per Chargeback Event
Maximum: $250 per Chargeback Event

12.4A(E) Worked Examples.

Disputed Amount	5% of Amount	Min/Max Applied	Final Chargeback Handling Fee
$100	$5	Minimum	$50
$250	$12.50	Minimum	$50
$500	$25	Minimum	$50
$1,000	$50	None	$50
$2,500	$125	None	$125
$5,000	$250	None	$250
$6,000	$300	Maximum	$250
$10,000	$500	Maximum	$250

12.4A(F) Non-Stacking Rule.

If a single payment is disputed as one processor/bank case, the fee is assessed once. If the processor/bank treats disputes as multiple separate cases, each case may be assessed a separate fee, consistent with NE6™’s separate handling burden for each case.

12.4A(G) Invoice Presentation and Documentation.

If assessed, the Chargeback Handling Fee will be itemized and may include: original transaction date, disputed amount, fee calculation, and applied minimum/maximum. NE6™ may also include brief administrative descriptors (e.g., “evidence compilation,” “processor response submission,” “account-risk mitigation”) as line-item descriptors.

12.4A(H) Limited Discretion to Reduce (Case-by-Case).

NE6™ may, in its discretion, reduce or waive the Chargeback Handling Fee in extraordinary circumstances where: (i) Client complied with the Dispute-First Requirement; (ii) the Chargeback resulted from a documented processor error or duplicate processor action not attributable to Client; or (iii) NE6™ confirms in writing that no meaningful handling effort or processor fee was incurred. Any reduction/waiver is discretionary, not automatic, and does not establish precedent.

12.5 Pass-Through Processor/Network Fees

12.5A Pass-Through Fees Defined.

Where a Payment Processor, bank, ACH operator, or card network assesses a fee, penalty, retrieval fee, dispute fee, or similar charge to NE6™ due to a Chargeback Event (a “Pass-Through Processor/Network Fees”), Client is responsible for such amounts to the extent permitted by law and applicable processor/network rules, and such amounts may be rebilled to Client.

12.5B No Double Counting.

Pass-Through Processor/Network Fees are separate from, and not included within, the Chargeback Handling Fee. NE6™ will not intentionally bill the same processor-assessed fee twice. NE6™ may provide evidence of pass-through amounts upon reasonable request.

12.5C Consumer Overlay Reference.

For Consumer transactions, pass-through of processor/network fees may be limited by law or processor rules; see Section 34 to the extent applicable.

12.6 Rerate Trigger (Limited); Scope; Notice; Billing-Error Carveout

12.6A Limited Rerate Right (Trigger Requirements).

NE6™ may rerate disputed Services at the Standard Postpaid Hourly Rate (as in effect at the time of rebilling, or as otherwise stated in a controlling SOW/Communication Record) only if both conditions are satisfied:

(a) Client initiated a Chargeback (or payment dispute through a processor/bank/network) without first complying with the Dispute-First Requirement in Section 12.1; and

(b) one of the following applies:

(i) the processor/bank/network decides the Chargeback in NE6™’s favor (or the dispute is otherwise denied/withdrawn without a billing-error determination) and NE6™ elects to rebill the specifically disputed Services at the Standard Postpaid Hourly Rate; or

(ii) Client files a second or subsequent Chargeback on materially similar services or the same invoice within any rolling twelve (12) month period and NE6™ elects to rerate the specifically disputed Services as a risk-control and continuation condition.

12.6B Scope Limitation (Disputed Services Only).

Rerate applies only to the specific Services or Deliverables that were the subject of the Chargeback or improper dispute, and does not automatically apply to unrelated work, other invoices, or other engagements, unless expressly stated in a written Communication Record or controlling SOW.

12.6C Notice and Itemization.

If NE6™ elects to rerate under this Section 12.6, NE6™ will provide written notice through an Official Channel and issue an itemized invoice identifying the rerated work, time, and basis for the rerate.

12.6D Billing-Error Carveout.

If the Chargeback is resolved in Client’s favor solely due to a billing error (as defined in Section 12.4D), NE6™ will not apply rerate to that Chargeback Event and will instead correct the billing error consistent with the determination.

12.7 Chargeback Invoicing; Due Dates; Interaction With Section 10 and Section 11

12.7A Rebilling Rights.

If a Chargeback Event occurs, NE6™ may invoice: (i) rebilled work value (including rerated amounts if applicable under Section 12.6); (ii) Chargeback Handling Fee (if applicable); and (iii) Pass-Through Processor/Network Fees actually assessed to NE6™ (if permitted).

12.7B Invoice Terms Apply.

Invoices issued under this Section 12 are governed by Section 10 (invoicing and payment methods) and Section 11 (late fees, interest, administrative collection fee, suspension, and collections), unless a controlling SOW expressly states otherwise.

12.7C Disputes of Chargeback Invoices.

Any dispute regarding a chargeback-related invoice must follow the Dispute-First Requirement and Section 12.2. Client may not initiate an additional Chargeback as a substitute for the dispute process.

12.8 Withdrawal of Chargeback; Residual Fees Where Costs Were Incurred

If Client withdraws a Chargeback (or the processor/bank closes the case without determination), NE6™ may still assess the Chargeback Handling Fee and Pass-Through Processor/Network Fees to the extent NE6™ incurred handling effort, documentation preparation, processor fees, platform impact, or other measurable operational burden attributable to the Chargeback Event, unless prohibited by law or processor/network rules.

SECTION 13: UNAUTHORIZED PAYMENTS, FRAUD, AND BENEFIT RECOVERY

13.1 Processor/Bank Determinations; Compliance With Reversal Decisions

Payment processors, card networks, and banks may determine whether a transaction is unauthorized, fraudulent, or otherwise subject to reversal. If a processor/bank/network reverses a payment (in whole or in part) based on such a determination, NE6™ will comply with the resulting payment decision and may exercise the recovery rights stated in this Section 13 and Section 12, to the extent permitted by law.

13.2 Recovery From the Party Who Received the Benefit; Benefit Recipient Liability

13.2A Benefit Recipient Principle.

If Services/Deliverables were provided and a payment is later reversed or invalidated due to an alleged unauthorized payment, fraud, or similar claim, NE6™ may pursue recovery from the party who received the benefit of the Services/Deliverables (the “Benefit Recipient”), to the extent permitted by law, even if the payment instrument owner or account holder is a different person.

13.2B Forms of Recovery.

Where recovery is permitted, NE6™ may:

(a) rebill the value of Services/Deliverables provided to the Benefit Recipient;

(b) require repayment by Cleared Funds as a condition of continued work;

(d) pursue internal or external Collections consistent with Section 11 and applicable law.

13.2C Rerate Integration.

If the unauthorized-payment or fraud claim results in a Chargeback Event (or similar reversal process) and the requirements of Section 12.6 are satisfied, NE6™ may apply the rerate rule to the specifically disputed Services when rebilling the Benefit Recipient. Any rate references (including “current” rates) are governed by the Standard Postpaid Hourly Rate in effect at the time of rebilling or as otherwise stated in the controlling SOW/Communication Record.

13.2D No Double Recovery.

NE6™ will not intentionally recover the same amount twice for the same underlying Services. Amounts recovered from one responsible party may be credited against amounts sought from another responsible party for the same underlying transaction, as reasonably appropriate.

13.3 Investigation, Verification, and Suspension

13.3A Investigation and Administrative Hold.

Upon notice of an alleged unauthorized payment, fraud claim, or suspicious payment activity, NE6™ may place the Engagement on hold and suspend Services pending investigation and verification.

13.3B Verification Requests.

NE6™ may require reasonable verification and supporting documentation, which may include: (i) identity verification; (ii) written confirmation of authorization from the payment instrument owner; (iii) documentation demonstrating the payer’s authority to use the payment method; (iv) confirmation of the Benefit Recipient and relationship to the payer; and/or (v) confirmation of the Designated Decision-Maker’s authorization for the transaction.

13.3C Failure to Cooperate.

If Client/Benefit Recipient fails to provide requested verification or materially obstructs investigation, NE6™ may: (i) maintain suspension; (ii) decline to continue work; (iii) require payment by Cleared Funds only; and/or (iv) pursue recovery and Collections to the extent permitted.

13.4 Fees and Costs Still Apply Where Permitted; Interaction With Section 11

13.4A Chargeback/Dispute Fees.

Where an unauthorized-payment determination triggers a Chargeback Event (or similar processor/bank dispute workflow), Chargeback Handling Fees and Pass-Through Processor/Network Fees may still apply to the responsible party (including the Benefit Recipient) where permitted by law and processor/network rules, regardless of whether the original payment is reversed.

13.4B Late Fees/Interest/Administrative Collection Fee.

If NE6™ rebills the responsible party for Services delivered, and the rebilled invoice is not paid by its Due Date, Section 11 may apply to that rebilled invoice (including Late Fees, Accrued Interest, Administrative Collection Fee, Service Suspension, and Collections), to the extent permitted.

13.4C Consumer Overlay Reference.

For Consumer transactions, additional limitations may apply to fees, dispute handling, and recovery mechanisms; see Section 34 to the extent required by law.

SECTION 14: DELIVERABLE ACCEPTANCE, REJECTION & STANDARDS

14.1 Deliverable Definition

For purposes of these Terms, “Deliverable” has the meaning set forth in Section 2 (Definitions). Without limiting that definition, Deliverables may include, without limitation:

(A) Documentation and Written Work Product. Reports, specifications, strategies, playbooks, plans, briefs, proposals, policies, templates, technical documentation, operational documentation, and written analyses.

(B) Software and Technical Work Product. Code, scripts, configurations, platforms, websites, web applications, mobile applications, plugins, integrations, automations, deployment artifacts, infrastructure-as-code, and related implementation components.

(C) Implementation and Enablement Work. Implementations, configurations, migrations, environment setups, technical enablement work, and runbooks, to the extent expressly identified as Deliverables in the controlling SOW/Work Order / Scope Memo or other controlling written scope confirmation.

(D) Research and Decision-Support Materials. Research summaries, analyses, recommendations, decision-support materials, and internal-facing advisory outputs, if identified as Deliverables.

(E) Design and Content Assets. Digital design assets, brand assets, presentation decks, marketing assets, and content deliverables, if identified as Deliverables.

(F) Third-Party and Vendor-Dependent Components. Deliverables may reference or integrate with Third-Party Services. Unless the controlling SOW expressly states otherwise, third-party functionality, terms, performance, uptime, API behavior, vendor support, vendor billing, and vendor changes are controlled by the third party and are not warranties or obligations of NE6™.

(G) Print-Ready and Physical Items. If Client requests print-ready outputs (e.g., business cards, signage, brochures), NE6™ may provide print-ready digital files and may coordinate or place orders with third-party print/fulfillment vendors for operational convenience, including under NE6™’s vendor account. Unless the controlling SOW expressly states otherwise:

NE6™ is not a print manufacturer and does not control print manufacturing tolerances, physical material characteristics, carrier performance, shipping timelines, customs, loss/damage in transit, or vendor quality control.
Any physical printing/manufacturing/shipping is performed by the third-party vendor under that vendor’s terms, and Client’s remedies for vendor failures are against the vendor (subject to any pass-through assistance NE6™ elects to provide).

(H) Deliverable Constraints. If the controlling SOW imposes Deliverable Constraints (including AI-Allowed, AI-Limited, or No-AI), the Deliverable is evaluated for Acceptance against the controlling scope, written specifications, and Acceptance Criteria, together with any stated Deliverable Constraints.

14.2 Delivery Notification and Acceptance Window

(A) Delivery Notification Requirement. Upon delivery of a Deliverable (or a Deliverable component/milestone if the engagement is milestone-based), NE6™ will issue a “Delivery Notification” through an Official Channel, consistent with Section 2 (Delivery Notification; Official Channels).

(B) Primary Channel and Authoritative Record. Unless the controlling SOW states otherwise:

The Support Ticket Portal is the primary channel for Delivery Notifications and Acceptance communications.
Email may be used as a secondary channel, including when the Support Ticket Portal is unavailable or not reasonably accessible.
The authoritative record of delivery timing and Acceptance actions is the timestamp and content of the applicable Communication Record in the Official Channel(s), including the Support Ticket Portal record where available.

Identification/description of what was delivered (including version identifiers where practical);
How to access the Deliverable (attachment, link, repository location, file share, credentials/access instructions if applicable);
The applicable Acceptance Window and the deadline for action; and
Instructions for submitting Acceptance, a Valid Rejection, or an in-scope Revision request through an Official Channel.

(D) Deemed Delivery Rule Applies. Delivery Notifications and operational communications are subject to the “Deemed Delivery (Communications)” definition and rule in Section 2. If NE6™ receives a clear delivery failure indicator (e.g., hard bounce), NE6™ will make commercially reasonable efforts to re-send through an Official Channel.

(E) Consumer Overlay. If an Engagement is a Consumer Engagement, any mandatory consumer-specific notice and acceptance requirements (if any) are governed by Section 34 and applicable law. Where permitted by law, the process in this Section 14 applies to business engagements as the default framework.

14.3 Acceptance Window

(A) Default Acceptance Window. Unless the controlling SOW expressly states otherwise, the Acceptance Window is five (5) Business Days beginning upon Delivery Notification (as defined and governed by Section 2).

(B) Actions Permitted During the Acceptance Window. During the Acceptance Window, Client may, through an Official Channel:

Accept the Deliverable (express Acceptance);
Reject the Deliverable by submitting a Valid Rejection (Section 14.6); and/or
Request Revisions that are non-material and within the original Scope and Acceptance Criteria (consistent with the defined term “Revisions”).

(C) Authorized Acceptance Actor. Client shall submit Acceptance, Rejection, and Revision requests through an Official Channel by the Designated Decision-Maker or other authorized representative. NE6™ may rely on such communications as binding.

(D) Failure to Act. If Client takes no action within the Acceptance Window, Deemed Acceptance applies pursuant to Section 14.4.

14.4 Deemed Acceptance

(A) Deemed Acceptance Trigger. If Client does not submit, within the Acceptance Window, any of the following through an Official Channel:

written Acceptance; or
a Valid Rejection; or
an in-scope Revision request submitted within the Acceptance Window (and sufficiently specific to be processed as a Revision request),

then the Deliverable is Deemed Accepted immediately upon expiration of the Acceptance Window.

(B) Irrevocability. Deemed Acceptance is irrevocable, subject only to:

the Defect framework in Section 15 (Defect Reporting and Defect Management) within the applicable Defect Reporting Window; and
any non-waivable rights applicable to Consumers under Section 34 and applicable law (if applicable).

(C) No Reset by Informal Communications. Messages sent outside Official Channels do not prevent Deemed Acceptance unless and until the substance is confirmed through an Official Channel in a Communication Record.

(D) Limited Contest of Deemed Acceptance for Non-Receipt of Delivery Notification. Client may contest a Deemed Acceptance determination only if:

Client submits a written contest through an Official Channel within ten (10) calendar days after the Acceptance Window expiration; and
Client provides documentary evidence reasonably demonstrating non-receipt of the Delivery Notification despite Client maintaining current contact information and reasonable accessibility; and
the Deliverable was not Deployed (as addressed in Section 14.5).

If the foregoing criteria are met, NE6™ may, in its discretion, re-issue the Delivery Notification and restart the Acceptance Window. Nothing in this subsection creates an obligation to restart the window where Deemed Delivery occurred and no delivery failure indicator existed.

(E) Consumer Overlay. If Client is a Consumer, any non-waivable consumer limitations regarding “deemed” acceptance, notice standards, and dispute rights are governed by Section 34 and applicable law.

14.5 Deployment Equals Irrevocable Acceptance

(A) Deployment as Acceptance. If Client (or Client personnel, contractors, Affiliates, or any third party acting on Client’s behalf) Deploys a Deliverable (or any material component of the Deliverable) before submitting a Valid Rejection through an Official Channel, then:

the Deliverable (or the Deployed component, at minimum) is irrevocably Accepted upon Deployment; and
Client may not later reject the Deliverable (or the Deployed component) as a basis for non-payment, chargeback, refund demand, or refusal to Accept.

(B) Scope of “Deployment.” “Deployment” includes, without limitation:

publishing to a live domain, app store listing, production server, production environment, or production workspace;
releasing to end users, customers, stakeholders, or internal users for operational use beyond testing;
enabling production integrations, live API connections, live automations, production database writes, or production workflows; and/or
using the Deliverable (or outputs generated by it) in Client’s business operations, commercial activities, customer delivery, or revenue-generating processes.

(C) Staging/Testing Carveout. The following do not constitute Deployment if performed in good faith and consistent with normal review practices:

review in a non-production environment (development or staging) that is not customer-facing and not used for live business operations;
internal review of documents/designs without publishing or operational use; and
quality assurance testing designed to validate conformity with Acceptance Criteria, provided such testing does not include live production release.

(D) Emergency and Risk Controls. If Client Deploys due to an urgent security patch, outage mitigation, or risk containment and later asserts a rejection, Client must still pay for work delivered and Deployed. Client’s remedies, if any, are limited to the Defect framework (Section 15) and any in-scope remediation.

(E) Illustrations. Without limiting the above:

Website. If Client publishes a website deliverable to a live domain before submitting a Valid Rejection, the website deliverable is Accepted upon publication.
Integration/Automation. If Client enables a live integration/automation in a production workflow, the integration/automation deliverable is Accepted upon enablement.
Multi-Component Delivery. If Client Deploys one component of a multi-component Deliverable, Acceptance applies at least to the Deployed component and may apply to the entire Deliverable where the components are functionally interdependent.

(F) Consumer Overlay. Any mandatory consumer-specific limitations regarding “use equals acceptance” are governed by Section 34 and applicable law.

14.6 Valid Rejection Criteria

(A) Validity Requirements. A rejection is a “Valid Rejection” only if it meets the definition in Section 2 and satisfies each of the following:

submitted within the Acceptance Window;
submitted through an Official Channel;
identifies, with reasonable specificity, the Deliverable requirement(s) or Acceptance Criteria that were not met (by citation to the controlling SOW/Work Order / Scope Memo and/or Communication Record where Acceptance Criteria were confirmed);
describes the Defect(s) or nonconformity in an objective, verifiable manner (including reproduction steps, evidence, screenshots/logs, or document references as applicable);
confirms that the alleged issue is not caused by Client misuse, Client modifications, third-party changes, or implementation outside NE6™’s Scope; and
is not based on subjective preference changes, unstated expectations, or new requirements.

(B) Invalid Rejection Categories. The following are not Valid Rejections (non-exhaustive):

“I don’t like it” or other subjective preferences not tied to Acceptance Criteria;
“We changed our minds” or internal stakeholder preference changes;
requests for new features, expanded scope, redesign, or re-architecture not included in Scope;
issues caused by third-party tool limitations or vendor changes unless NE6™ expressly contracted to provide a workaround;
failures caused by Client environment changes, misconfiguration, credential changes, revoked access, or post-delivery edits.

(C) Rejection Must Be Actionable. A rejection that is materially vague, non-specific, or not verifiable is not a Valid Rejection. NE6™ may request clarification and treat the Deliverable as Accepted unless and until Client supplies sufficient detail within the Acceptance Window.

14.7 Defect Response and Remediation During Acceptance

(A) NE6™ Review. If Client submits a purported Valid Rejection during the Acceptance Window, NE6™ will review the submission and determine whether it satisfies Section 14.6.

(B) If Rejection Is Valid. If NE6™ determines the rejection is valid:

NE6™ will perform remediation limited to bringing the Deliverable into conformity with the controlling Scope and Acceptance Criteria; and
NE6™ will re-deliver the corrected Deliverable through an Official Channel; and
a new Acceptance Window begins upon the re-delivery Delivery Notification for the corrected Deliverable (limited to the corrected items where appropriate).

NE6™ will respond through an Official Channel stating, with reasonable specificity, why the rejection does not satisfy Section 14.6; and
the Deliverable is treated as Accepted (or remains Accepted), and payment obligations remain in force under Section 14.9.

(D) Revision Requests vs. Rejections. In-scope non-material Revision requests are treated under the “Revisions” framework and do not automatically constitute rejection. Out-of-scope revisions require a Change Order.

(E) Dependencies and Access. Client shall timely provide access, credentials, data, test accounts, and other dependencies required to verify and remediate a claimed nonconformity. Delays caused by Client dependency failures may pause remediation timelines without penalty to NE6™.

14.8 Repeated Rejections; Anti-Abuse Controls

(A) Repeated Invalid Rejections. If Client submits repeated purported rejections that are not Valid Rejections (including subjective preference changes or scope expansion attempts), NE6™ may, after two (2) invalid rejection cycles for the same Deliverable, take one or more of the following actions:

treat the Deliverable as Accepted;
require Client to provide a single, consolidated, itemized list of alleged nonconformities mapped to Acceptance Criteria and Scope citations before NE6™ performs any further work; and/or
require a Change Order (including fees and timeline adjustments) for requested changes that are outside Scope.

(B) No Obligation to Perform Out-of-Scope Work. NE6™ is not obligated to perform redesign, re-architecture, feature expansion, stakeholder preference changes, or other out-of-scope work under the guise of rejection, remediation, or “standards.”

(C) Good-Faith Standard. The Acceptance and rejection framework is intended to facilitate verification against written Scope and Acceptance Criteria. Client shall not use the Acceptance process as leverage to renegotiate Scope, pricing, or unrelated commercial terms.

14.9 Payment Upon Acceptance

(A) Acceptance Triggers Payment. Upon Acceptance (express or Deemed), and/or upon Deployment acceptance under Section 14.5, Client’s payment obligation for the accepted Deliverable is triggered as follows:

NE6™ may issue an invoice immediately (unless the controlling SOW provides a different billing schedule); and
invoice Due Dates and payment methods are governed by Section 10, and late fees/interest/collections are governed by Sections 11–13 where applicable.

(B) Milestone Structures. For milestone-based engagements, Acceptance of a Milestone Deliverable triggers the Milestone Payment schedule as stated in the controlling SOW/invoice.

(C) No Payment Avoidance by Delay. Client may not avoid payment by failing to test, failing to review, delaying internal stakeholder feedback, or ignoring Delivery Notifications. If Client needs additional time for review, Client must request an extension within the Acceptance Window through an Official Channel, and any extension is effective only if confirmed by NE6™ in writing.

(D) Consumer Overlay. Any consumer-required billing disclosures, refund limitations, or non-waivable payment dispute rights are governed by Section 34 and applicable law.

14.10 Partial Acceptance

(A) Component-Level Acceptance. If a Deliverable includes multiple severable components, Client may accept some components and reject others only if:

the rejection for the non-accepted components is a Valid Rejection under Section 14.6; and
the accepted components are not functionally dependent on the rejected components in a manner that makes severability unreasonable.

(B) Payment Allocation. Payment obligations for accepted components remain due under the controlling SOW and invoice terms. If the SOW allocates pricing by component or milestone, that allocation controls. If not allocated, NE6™ may reasonably allocate value for invoicing purposes, consistent with Scope and work performed, and provide an itemized invoice.

(C) Re-Delivery and Window. NE6™ will remediate only the rejected components within Scope and re-deliver those components with a new Acceptance Window applicable to those components.

(D) Deployment of Accepted Components. If Client Deploys any component, that component is Accepted upon Deployment under Section 14.5, regardless of the status of other components.

SECTION 15: DEFECT REPORTING, DEFINITION & DEFECT MANAGEMENT

15.1 Defect Definition

“Defect” has the meaning set forth in Section 2 (Definitions). Without limiting that definition, a Defect is a specific, documented, material failure of an Accepted Deliverable to conform to the written specifications and Acceptance Criteria in the controlling SOW (or other written specifications confirmed in a Communication Record).

(A) Defect Criteria (All Required). A claimed Defect must be:

Specific — identified with clear reference to the controlling written requirement;
Verifiable — testable or confirmable based on evidence, reproduction steps, or objective review;
Material — not trivial, de minimis, or cosmetic unless the controlling Acceptance Criteria expressly treat such item as material;
Scope-Related — within the original Scope and not an enhancement request; and
Not Client-Caused — not caused by Client modification, misuse, misconfiguration, credential changes, third-party changes, or operation outside NE6™ instructions.

(B) Not Defects (Non-Exhaustive).

new requirements or features not in Scope;
subjective preference changes;
business outcomes not achieved absent an express written performance commitment in the SOW;
third-party downtime, API changes, vendor policy changes, or vendor limitations not controlled by NE6™;
issues introduced by Client edits, environment changes, or third-party modifications after Acceptance.

(C) Relationship to Acceptance. Defect management is a post-Acceptance remedy framework. A Defect claim does not retroactively undo Acceptance.

15.2 Defect Reporting Window

(A) Reporting Window. Client must report alleged Defects within thirty (30) calendar days following Acceptance of the Deliverable (including Deemed Acceptance and Deployment acceptance). This window is the “Defect Reporting Window.”

(B) Late Reports. Defects reported after the Defect Reporting Window expires are not eligible for no-charge remediation under this Section 15, and the Deliverable is treated as accepted as-is, without limiting any separate paid support arrangement or new SOW that the parties may agree to.

(C) Exception for Ongoing Support Engagements. If Client is under an active maintenance/support SOW that expressly governs defect remediation or warranty windows, that SOW controls for the covered Deliverables.

(D) Consumer Overlay. If Client is a Consumer, any mandatory consumer-specific warranty/defect remedies are governed by Section 34 and applicable law.

15.3 How to Report a Defect

(A) Official Channel Requirement. Defect reports must be submitted through an Official Channel (Support Ticket Portal preferred; email permitted if the portal is unavailable or not reasonably accessible).

(B) Required Contents. A Defect report must include, at minimum:

Subject line/title: “DEFECT REPORT — [Deliverable Name / Invoice / SOW Reference]”;
identification of the Deliverable version and Delivery Notification reference (where applicable);
the specific requirement/Acceptance Criteria allegedly not met (with citation);
clear description of the observed behavior/nonconformity;
reproduction steps (where applicable);
evidence (screenshots, recordings, logs, test results, document references);
expected vs. actual behavior; and
environment details (browser, OS, device, stack, integration endpoints, credentials status, and other relevant context) where the Deliverable is software/technical.

(C) Client Cooperation Obligation. Client shall provide timely access, credentials, and test data reasonably necessary for verification. If Client cannot provide required access or reproduction evidence, NE6™ may be unable to verify, and the claim may be treated as not a Defect.

15.4 Defect Verification and Response

(A) Acknowledgment and Initial Response. NE6™ will acknowledge a properly submitted Defect report within a reasonable timeframe and will provide a verification response within three (3) Business Days, either:

confirming the report qualifies as a Defect and describing next steps; or
requesting additional information required to verify; or
explaining why the report does not meet the Defect definition criteria.

(B) Verification Standard. A Defect is “Verified” when NE6™ can reasonably reproduce or objectively confirm nonconformity with written requirements, using the evidence and environment access provided.

(C) Severity Categorization (Operational). For remediation planning, NE6™ may categorize Verified Defects by severity (e.g., critical, high, medium, low) based on operational impact. Severity categorization informs sequencing but does not expand Scope.

(D) Third-Party Dependencies. If the alleged Defect is attributable to third-party outages, API changes, vendor policy changes, or other third-party causes, NE6™ may treat the item as not a Defect (unless NE6™ contracted in writing to provide a workaround). Where commercially reasonable, NE6™ may offer paid support options or a Change Order to address third-party-driven changes.

15.5 Valid Defect Remediation

(A) Remediation Obligation (Within Scope). If NE6™ verifies a Defect within the Defect Reporting Window, NE6™ will remediate the Defect at no additional charge, limited to bringing the Deliverable into conformity with the controlling written specifications and Acceptance Criteria.

(B) Remediation Methods. Remediation may include, as appropriate:

correction/fix;
patch/hotfix;
configuration adjustment within Scope;
replacement of the nonconforming component; and/or
reasonable workaround consistent with Acceptance Criteria, where a workaround is commercially reasonable and does not materially reduce the Deliverable’s intended function under the SOW.

complexity and reproducibility;
Client responsiveness and dependency/access provision;
third-party constraints; and
severity and operational impact.

Where the parties need a committed remediation schedule, it must be set forth in writing through an Official Channel and may require a Change Order if it materially alters timelines or Scope.

(D) Re-Delivery and Confirmation. NE6™ will provide the remediation output through an Official Channel. Client shall validate the remediation in good faith. Remediation does not re-open the full Acceptance process for the entire Deliverable; it addresses the specific Verified Defect.

(E) Out-of-Scope Requests During Defect Handling. Requests that expand features, add new requirements, or materially change design/architecture are not Defect remediation and require a Change Order.

15.6 Warranty Disclaimer on Defects

(A) Workmanlike Services Warranty. NE6™ warrants that Services will be performed in a professional and workmanlike manner consistent with the applicable SOW and these Terms.

(B) Disclaimer of Implied Warranties to the Maximum Extent Permitted. Except as expressly stated in writing in the controlling SOW, NE6™ disclaims all implied warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

error-free performance;
zero defects;
uninterrupted availability;
that Deliverables will achieve specific business results unless expressly stated as a contractual commitment in the SOW; or
that Deliverables will remain compatible with third-party systems that change after delivery.

(D) Post-Acceptance Changes Void Warranty Scope. NE6™ is not responsible for defects or failures caused by:

Client modifications, edits, or customization after delivery;
Client environment changes, credential changes, revoked access, or misconfiguration;
third-party changes, deprecations, policy changes, or outages; or
use outside documented instructions.

(E) Consumer Overlay. If Client is a Consumer, any non-waivable consumer warranty rights are governed by Section 34 and applicable law, and this disclaimer applies only to the extent permitted.

SECTION 16: INTELLECTUAL PROPERTY RIGHTS & LICENSING

16.1 Pre-Existing IP (NE6™ Background IP — Retained Ownership)

16.1A NE6™ Background IP Retained

NE6™ retains exclusive ownership of all NE6™ Background IP (as defined in Section 2), including without limitation any pre-existing or independently developed: methodologies, processes, systems, tools, utilities, templates, frameworks, libraries, scripts, playbooks, checklists, research frameworks, scoring models, know-how, general-purpose components, and other reusable elements, whether created before, during, or after an Engagement, and whether or not incorporated into a Deliverable.

16.1B No Transfer of Background Ownership

Client does not acquire any ownership interest in NE6™ Background IP by virtue of any Engagement, Deliverable delivery, Acceptance, payment, or other event. All rights not expressly granted to Client are reserved by NE6™.

16.1C Embedded-Use License for Background IP as Incorporated

To the extent any NE6™ Background IP is incorporated into a Deliverable, and subject to Section 16.3 (Payment Condition on License), NE6™ grants Client a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual (subject to suspension) license to use the incorporated NE6™ Background IP solely as embedded within, and only in connection with, the Deliverable, and solely for Client’s internal business purposes and Client’s own business operations.

For avoidance of doubt: the license in this Section 16.1C does not permit Client to extract, reuse, repurpose, publish, distribute, sell, license, sublicense, or otherwise exploit NE6™ Background IP separately from the Deliverable.

16.1D No Competitive Reverse Engineering / No Derivative Framework Replication

Client shall not (and shall not permit any third party to) reverse engineer, decompose, or extract NE6™ Background IP from any Deliverable for the purpose of recreating or replicating NE6™’s reusable frameworks, templates, systems, libraries, or methodologies, except to the extent such restriction is prohibited by applicable law and cannot be waived by contract.

16.2 Custom Deliverable IP (Client License)

16.2A Custom Deliverable License Grant

Subject to Section 16.3 (Payment Condition on License) and except where an Ownership Track applies under Section 16.2A, NE6™ grants Client a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual (subject to suspension) license to use the Custom Deliverable IP (as defined in Section 2) for Client’s internal business purposes and Client’s own business operations.

16.2B Permitted Use Scope

Unless the controlling SOW/Work Order expressly states otherwise in a Communication Record, Client may:

use the Deliverable for Client’s internal operations;
use and operate the Deliverable (including Custom Deliverable IP) in Client’s business environment(s);
integrate the Deliverable into Client’s internal workflows and systems;
access, modify, and maintain the Deliverable internally, provided such modification does not violate third-party license restrictions or result in unauthorized extraction or reuse of NE6™ Background IP or Reusable Components.

16.2C Prohibited Uses (License Track)

Unless expressly authorized in the controlling SOW/Work Order, Client may not:

sell, license, sublicense, rent, lease, assign, distribute, publish, disclose, or transfer the Deliverable (or any material portion thereof) to any third party as a stand-alone product or stand-alone deliverable;
provide the Deliverable as a commercial product offering or resale service (including “white-label” resale) to third parties;
use the Deliverable (or Custom Deliverable IP) as a template or base to produce substantially similar deliverables for multiple third parties or multiple customers of Client, where the Deliverable is itself the commercial output being sold;
remove, alter, or obscure legally required third-party attribution, copyright notices, license notices, or other required markings.

16.2D Authorized Users

Client may permit Authorized Users (as defined in Section 2) to access and use Deliverables solely on Client’s behalf and solely for Client’s internal business purposes, provided that:

Client remains fully responsible for the acts and omissions of Authorized Users;
Authorized Users may not use Deliverables for their own independent benefit, resale, or third-party work; and
Authorized Users must comply with all confidentiality, use restrictions, and third-party license obligations applicable to the Deliverable.

16.2A Ownership Tracks & Pricing Dependency (Custom Code / Software)

16.2A(1) Track Selection Must Be Express and Written

Any ownership transfer of Custom Deliverable IP (including Source Code ownership) is effective only if the controlling SOW/Work Order expressly designates an “Ownership Track” (or equivalent language clearly stating assignment/transfer) and identifies the specific Deliverables/components covered by that track.

If the controlling SOW/Work Order does not expressly designate an Ownership Track, the engagement is a License Track by default.

16.2A(2) Default Track (License Track)

Under the License Track, Client receives only the license rights described in Sections 16.1 and 16.2, and NE6™ retains all ownership in the Deliverable except as expressly assigned under Section 16.2A(4).

16.2A(3) Ownership Track Eligibility Threshold

Ownership Track pricing must be at or above NE6™’s Standard Postpaid Hourly Rate (as defined in Section 2), or under an approved milestone pricing structure that the controlling SOW/Work Order expressly designates as an Ownership Track.

Discounted or prepaid structures (including prepaid hour blocks, discounted retainers, promotional pricing, or any other structure resulting in an effective hourly rate below the Standard Postpaid Hourly Rate) are License Track unless the controlling SOW/Work Order expressly provides otherwise and NE6™ expressly confirms in writing.

16.2A(4) Ownership Track Transfer Mechanics (Assignment; Work-Made-for-Hire Where Permitted)

For Deliverables/components expressly designated as Ownership Track work:

Work made for hire (where legally applicable): To the extent permitted by applicable law and applicable work-made-for-hire doctrine, the parties intend the Ownership Track Deliverables to be “work made for hire” for Client.
Assignment (primary fallback and controlling mechanism): To the extent any Ownership Track Deliverables do not legally qualify as work made for hire, NE6™ hereby assigns to Client all right, title, and interest that NE6™ owns in the expressly designated Ownership Track Custom Deliverable IP, effective only upon the conditions in Section 16.3 being satisfied.

16.2A(5) Explicit Exclusions From Any Ownership Transfer

Whether under License Track or Ownership Track, the following are excluded from any transfer and remain owned by their respective owners:

NE6™ Background IP;
Reusable Components (as defined in Section 2), whether created before or during the Engagement;
Third-Party IP (as defined in Section 2), including Open Source Software, libraries, APIs, SaaS platforms, plugins, themes, fonts, stock media, and other third-party assets;
any general know-how, techniques, processes, or skills used by NE6™ personnel, including improvements and learnings not uniquely embodied in the Ownership Track Custom Deliverable IP.

16.2A(6) Mixed Engagements; Component Classification

If an Engagement includes both Ownership Track and License Track work, the controlling SOW/Work Order must identify the classification of each Deliverable/component. If the SOW/Work Order is silent or ambiguous, the work is treated as License Track.

Client may not combine License Track components with Ownership Track components and then characterize the combined result as fully owned by Client. Ownership, licensing, and restrictions attach at the component level based on the track designation and payment conditions applicable to that component.

16.2A(7) No Implied Assignment

No assignment, transfer, or ownership upgrade will be implied from delivery, Acceptance, deployment, partial payment, or course of dealing. Any assignment must be expressly set forth in a controlling SOW/Work Order and remains subject to Section 16.3.

16.3 Payment Condition on License

16.3A Condition Precedent; Cleared Funds Required

All licenses and assignments granted under Sections 16.1, 16.2, and 16.2A are subject to a strict condition precedent: NE6™ must have received Cleared Funds / Cleared Payment (as defined in Section 2) for all amounts due and owing related to the applicable Deliverable(s), including all invoices, pass-through amounts, fees, and other sums due under these Terms and any controlling SOW/Work Order.

16.3B Automatic Suspension Upon Non-Payment or Reversal

If any amount becomes past due, or if payment is reversed, recalled, disputed, held, or subjected to a Chargeback, then, without limiting NE6™’s other remedies:

Client’s license rights under Sections 16.1 and 16.2 are automatically suspended with respect to the affected Deliverables (and any incorporated NE6™ Background IP and Reusable Components) until NE6™ receives Cleared Funds for all outstanding sums; and
any Ownership Track assignment under Section 16.2A is not effective (or is automatically suspended in its exercise) until the Cleared Funds condition is fully satisfied.

16.3C Cease-Use Requirement During Suspension

During any license suspension, Client must promptly cease use, operation, distribution, and exploitation of the affected Deliverables and any incorporated NE6™ Background IP and Reusable Components, except to the extent continued use is required to comply with applicable law, preserve data integrity, or maintain security controls, and only to the minimum extent necessary.

16.3D Injunctive Relief; Cumulative Remedies

Client acknowledges that unauthorized use of Deliverables, NE6™ Background IP, or Reusable Components during a suspension period may cause irreparable harm to NE6™ for which monetary damages are an inadequate remedy. NE6™ may seek injunctive relief and any other remedies available at law or in equity. All remedies are cumulative and not exclusive.

16.3E Chargeback/Dispute Alignment

This Section 16.3 is in addition to, and does not limit, NE6™’s rights under Section 12 (Disputes and Chargebacks) and Section 11 (Late Fees, Interest, Collections). In the event of a conflict, the terms most protective of NE6™’s payment and IP enforcement rights shall control to the extent permitted by law, subject to any consumer overlay in Section 34.

16.4 Sublicensing Prohibited

16.4A General Prohibition

Except as expressly authorized in a controlling SOW/Work Order, Client may not sublicense, distribute, lease, rent, assign, transfer, or otherwise convey any license rights in any Deliverable, Custom Deliverable IP, NE6™ Background IP, or Reusable Components to any third party. Any unauthorized sublicensing or transfer is a material breach.

16.4B No Implied Rights to Client Customers

Unless the controlling SOW/Work Order expressly authorizes downstream licensing, Client’s customers or end users do not receive any license rights directly from NE6™, and Client may not represent that any NE6™-delivered work is “fully transferable” or “freely sublicensable.”

16.4C Contractor Access Is Not a Sublicense

Permitting Authorized Users to access Deliverables under Section 16.2D is not a sublicense, provided such use remains strictly on Client’s behalf and subject to these Terms.

16.5 Third-Party IP in Deliverables

16.5A Third-Party IP Remains Governed by Third-Party Terms

Deliverables may incorporate or depend upon Third-Party IP (including Open Source Software). All Third-Party IP remains subject to its applicable third-party license terms, and ownership remains with the third-party rights holder(s).

16.5B Client Compliance Responsibility

Client is solely responsible for:

complying with all applicable third-party license terms, acceptable use policies, attribution requirements, and restrictions;
maintaining required notices, attributions, and license text where required;
obtaining and maintaining required accounts, subscriptions, and paid licenses (unless the controlling SOW/Work Order expressly states otherwise);
ensuring Client’s intended commercial use, distribution, or deployment model complies with applicable third-party licensing.

16.5C No Third-Party Warranty by NE6™

NE6™ does not warrant that any third-party service, library, API, plugin, platform, or other Third-Party IP will remain available, unchanged, compatible, uninterrupted, or free of defects, and Third-Party IP limitations are addressed further in Section 18.

16.5D Open Source and Copyleft Considerations

Where Deliverables include Open Source Software, Client acknowledges that certain open-source licenses (including Copyleft Licenses) may impose obligations or restrictions on distribution, disclosure, attribution, or derivative works. Client is responsible for ensuring compliance with those terms, and Client assumes risk for any downstream distribution model that triggers license obligations.

16.6 Attribution & Credits

16.6A Required Third-Party Attribution

Client must preserve all attributions, notices, and license statements required by Third-Party IP licenses, including Open Source Software licenses, to the extent applicable.

16.6B NE6™ Attribution and Credits (License Track Default; Ownership Track Carveout)

(a) License Track Default — Attribution Required Unless Waived. Unless the controlling SOW/Work Order expressly states otherwise in writing, for Deliverables provided under the License Track (including any license path, discounted pricing path, prepaid effective-rate path, or other non-assignment posture), Client shall maintain reasonable NE6™ attribution in the manner specified by NE6™ (if any) where such attribution is technically feasible and commercially customary for the Deliverable type. Attribution may be satisfied through one or more of the following, as applicable and as provided by NE6™: a footer credit, code header notice, documentation credit, “about” screen credit, repository notice, or similar credit method consistent with the Deliverable’s format.

(b) Ownership Track — No NE6™ Attribution Requirement Unless Agreed. For Deliverables provided under an expressly designated Ownership Track / Ownership Upgrade (assignment), Client is not required to publicly credit NE6™ for those assigned Deliverables unless the controlling SOW/Work Order expressly requires attribution in writing.

(c) Third-Party Attribution Always Controls. Nothing in this Section 16.6B permits Client to remove or alter any required third-party attributions, license notices, or legal markings applicable to Third-Party IP, Open Source Software, fonts, media, plugins, or other dependencies.

(d) Removal / Alteration. Client shall not remove, obscure, or alter NE6™ attribution required under subsection (a) without NE6™’s prior written consent or an express attribution waiver in the controlling SOW/Work Order.

(e) Reasonableness; No Misrepresentation. Any attribution used must be reasonable and not misleading. Client may not represent NE6™ as endorsing Client or Client’s business without NE6™’s prior written consent.

16.6C Misattribution Prohibited

Client shall not misrepresent NE6™’s work as authored by Client personnel or other vendors in a manner intended to deceive third parties about authorship, source, or provenance, where such misrepresentation would reasonably harm NE6™ or constitute fraud, unfair competition, or a violation of law.

SECTION 17: REUSABLE COMPONENTS, TEMPLATES & NE6™ BACKGROUND IP

17.1 Reusable Components Retain NE6™ Ownership

Any Reusable Components incorporated into a Deliverable—whether developed before the Engagement or developed during the Engagement as generalized components—remain the exclusive property of NE6™, and are included within NE6™ Background IP or otherwise retained by NE6™ as expressly stated in these Terms.

Reusable Components include, without limitation:

generalized code libraries, utilities, boilerplate, modules, functions, scripts, and automation patterns;
templates, style guides, design systems, UI components, and reusable creative assets;
process checklists, QA frameworks, implementation playbooks, diagnostic workflows, and project systems;
research templates, scoring models, and structured analysis frameworks.

17.2 Embedded Use Only

Subject to Section 16.3 (Payment Condition), Client may use Reusable Components only as embedded within the Deliverable delivered under the Engagement, and only for Client’s internal business purposes and Client’s own business operations.

Client may not:

extract Reusable Components for independent use outside the Deliverable;
reuse Reusable Components on other projects not covered by the controlling SOW/Work Order;
share or disclose Reusable Components to third parties as stand-alone items;
use Reusable Components as a template, starter kit, or base to produce deliverables for third parties.

17.3 NE6™ Retains Right to Reuse

NE6™ retains the unrestricted right to use, improve, adapt, and reuse Reusable Components, methodologies, and generalized elements across clients and engagements, provided that NE6™ does not disclose Client Confidential Information or Client proprietary business information in violation of these Terms.

SECTION 18: THIRD-PARTY IP, INTEGRATIONS & COMPLIANCE

18.1 Third-Party Services & IP in Deliverables

Deliverables may include integrations with or reliance upon Third-Party Services and Third-Party IP, including without limitation:

payment processors, analytics, mapping, messaging, identity, marketing automation, CRM, ticketing, and scheduling platforms;
hosting providers, cloud infrastructure, CDNs, and managed services;
libraries, SDKs, plugins, themes, and other packaged components;
Open Source Software.

18.2 Client Responsibility for Third-Party Compliance

Client is solely responsible for:

obtaining and maintaining any required third-party accounts, subscriptions, and licenses;
paying third-party fees, usage charges, overages, renewal costs, and subscription charges unless expressly included in the controlling SOW/Work Order;
complying with third-party terms of service, license terms, acceptable use policies, privacy policies, security requirements, and usage restrictions;
managing credentials, keys, tokens, permissions, and access controls needed for third-party integrations;
ensuring that Client’s use of Third-Party Services is lawful and compliant with Client’s industry obligations and applicable law.

18.3 Vendor Discontinuation, Deprecation, or Material Changes

If any Third-Party Service or Third-Party IP is discontinued, deprecated, materially changed, re-priced, restricted, suspended, or otherwise modified by the third party:

NE6™ is not responsible for the third party’s action and is not in breach due to such third-party change;
NE6™ is not obligated to migrate, rebuild, replace, or refactor Deliverables to accommodate the third-party change unless such work is expressly included in the controlling SOW/Work Order or is approved through a Change Order;
Client remains responsible for selecting any alternative vendor/service and approving any scope, timeline, and budget changes required to adapt the Deliverable.

18.4 Third-Party Service Outages and Availability

If a Deliverable relies on a Third-Party Service and that service experiences outages, degraded performance, downtime, data loss, or unavailability:

NE6™ is not liable for resulting interruption, business losses, downtime, or third-party-caused data issues, except to the extent NE6™ caused the issue through a Defect within NE6™’s scope as defined in Section 15;
NE6™ is not required to provide redundancy, failover, backups, or contingency systems unless expressly included in the controlling SOW/Work Order;
Client is responsible for defining and procuring redundancy/continuity solutions where needed for Client’s business-critical operations.

18.5 Compliance with Third-Party Terms; Client Warranty

Client represents and warrants that Client’s use of Deliverables and any integrated Third-Party Services will comply with all applicable third-party terms and applicable law. Client assumes responsibility and liability for third-party compliance violations arising from Client’s instructions, Client’s configuration choices, Client’s operating practices, or Client’s distribution model.

SECTION 19: CONFIDENTIALITY & NON-DISCLOSURE

19.1 NE6™ Confidentiality Obligations; Scope; Trigger; Standard of Care

(a) Scope and trigger. NE6™ will use commercially reasonable care to protect and safeguard Client’s Confidential Information only to the extent such Confidential Information exists as defined in Section 2.1 and only where the Confidential Information is disclosed or made available during an active Engagement that is governed by: (i) an executed SOW (or an approved Work Order / Scope Memo treated as an SOW where these Terms permit), and/or (ii) a separate written NDA executed by both parties.

(b) No pre-engagement confidentiality by default. The confidentiality obligations in this Section 19 do not apply to pre-engagement discussions, evaluation calls, unsolicited submissions, exploratory emails, RFP-style outreach, or “idea” submissions unless a separate NDA covering pre-engagement disclosures has been executed before disclosure (see Section 19.3).

(c) Standard of care. NE6™ will protect Confidential Information using a degree of care that is no less than the care NE6™ uses to protect its own confidential information of similar sensitivity, and in all events at least commercially reasonable care.

(d) Use restriction. NE6™ will use Client Confidential Information solely as reasonably necessary to: (i) perform Services; (ii) deliver Deliverables; (iii) administer the Engagement (billing, support, documentation, quality control); (iv) enforce these Terms; and (v) comply with applicable law.

(e) Authorized access. Access to Client Confidential Information will be limited to NE6™ personnel and Subcontractors/Specialists with a legitimate need to know for performance of Services, subject to confidentiality protections consistent with this Section 19.

(f) Exclusions. Confidentiality obligations do not apply to information that NE6™ can document:

was lawfully known to NE6™ without restriction before receipt from Client;
becomes publicly available through no breach by NE6™;
is rightfully received by NE6™ from a third party without a duty of confidentiality;
is independently developed by NE6™ without use of or reference to Client Confidential Information; or
is approved for release in writing by Client through an Official Channel.

(g) Survival. NE6™’s confidentiality obligations for Confidential Information disclosed during an active Engagement survive termination or completion of that Engagement for three (3) years, except that: (i) trade secrets (as defined by applicable law) remain protected for so long as they remain trade secrets; and (ii) any longer period expressly stated in a signed NDA controls for information governed by that NDA.

19.2 Permitted Disclosures

NE6™ may disclose Client information (including Confidential Information) only to the extent reasonably necessary for the permitted purposes in Section 19.1 and only under commercially reasonable safeguards, including:

(a) Subcontractors & Specialists. NE6™ may disclose Confidential Information to Subcontractors/Specialists supporting the Engagement, provided they are subject to written confidentiality obligations materially consistent with this Section 19 and are engaged for legitimate service-delivery purposes.

(b) Professional advisors. NE6™ may disclose Confidential Information to its attorneys, accountants, auditors, insurers, or business advisors who have a legitimate need to know, provided they are subject to professional confidentiality obligations or written confidentiality terms.

(c) Service delivery vendors and tools. NE6™ may disclose Confidential Information to Third-Party Services used to deliver Services (e.g., hosting, collaboration/workspace tools, ticketing, analytics, security tooling, and—where applicable—AI Tools), subject to Section 19.5 (DPA) where Personal Data is processed and subject to the vendor’s confidentiality/security terms.

(d) As required by law. NE6™ may disclose information if required by court order, subpoena, regulatory demand, or other lawful process. Where legally permitted, NE6™ will provide Client reasonable advance notice (through an Official Channel) to allow Client to seek protective relief; where notice is prohibited or impractical, NE6™ may disclose without notice but will limit disclosure to the minimum required.

(e) Protection of rights / enforcement. NE6™ may disclose information as reasonably necessary to establish, exercise, or defend legal claims, to enforce these Terms, to address suspected fraud or payment abuse, or to respond to a Chargeback/processor dispute, including to payment processors, banks, networks, and collections partners, subject to reasonable minimization.

19.3 NDA Required for Pre-Engagement Confidentiality

(a) Client obligation to request. If Client requires confidentiality for pre-engagement communications (including evaluation calls, sample reviews, exploratory document sharing, or “idea” discussions), Client must request and execute a separate NDA with NE6™ before disclosure.

(b) No obligation absent NDA. Without a signed pre-engagement NDA, pre-engagement discussions and submissions are not confidential under these Terms, and NE6™ has no confidentiality obligation regarding them.

(c) Unsolicited submissions. Client should not submit highly sensitive information, trade secrets, regulated personal data, or other restricted information to NE6™ during pre-engagement communications unless and until a pre-engagement NDA is executed.

19.4 Return or Destruction of Confidential Information

(a) Request-based return/destruction. Upon termination or completion of an Engagement, NE6™ will, upon Client’s written request through an Official Channel, return or securely destroy Client Confidential Information in NE6™’s possession that was provided by Client or created solely from Client Confidential Information, except as set forth below.

(b) Permitted retention. NE6™ may retain copies of Confidential Information:

as required to comply with legal, regulatory, tax, accounting, or audit obligations;
in routine, encrypted backup or archival systems maintained in the ordinary course of business, provided such backups are not accessed except for legitimate backup/restore purposes;
as reasonably necessary to document the Engagement, enforce these Terms, or defend against claims (including billing disputes, Chargebacks, and collections matters); and
where retention is required to preserve the integrity of NE6™’s internal systems, logs, or security records.

(c) Continued protection. Any retained Confidential Information remains subject to the confidentiality obligations in this Section 19 for the applicable survival period.

19.5 Data Processing Addendum (DPA) & Privacy Compliance

To the extent NE6™ processes Personal Data (as defined by applicable data privacy laws) on behalf of Client in the provision of Services, the Parties agree as follows:

19.5.1 Roles; Processing Instructions

(a) Roles. Client is the “Controller” (or “Business,” as applicable) and NE6™ is the “Processor” (or “Service Provider,” as applicable) for Personal Data processed on Client’s behalf.

(b) Instructions. NE6™ will process Personal Data only on documented instructions from Client, including these Terms, the controlling SOW/Work Order, and written instructions provided through Official Channels. NE6™ is not responsible for assessing whether Client’s instructions are legally compliant; Client is responsible for ensuring it has lawful basis for processing and sharing Personal Data with NE6™.

19.5.2 Sub-Processors

(a) General authorization. Client authorizes NE6™ to engage Sub-Processors reasonably necessary to deliver Services (including hosting providers, ticketing/workspace tools, communications tools, analytics, security tooling, and AI Tools where applicable).

(b) Flow-down obligations. NE6™ will use commercially reasonable efforts to ensure Sub-Processors are bound by written terms that include data protection obligations materially consistent with this Section 19.5, appropriate to the nature of the services and data.

(c) Client choices. Where Client requires a restricted Sub-Processor set (e.g., vendor restrictions, data residency constraints, or “no AI tool processing” constraints), such requirements must be agreed in writing in the controlling SOW and may require an addendum, revised workflow, timeline changes, and/or premium pricing.

19.5.3 Security Measures; Security Scope; Secure Transmission Limits

(a) Security program standard. NE6™ will implement commercially reasonable technical and organizational measures designed to protect Client data from unauthorized access, disclosure, alteration, destruction, or accidental loss. Security measures are risk-based and may be updated over time.

(b) Illustrative measures (non-exhaustive). Depending on the Engagement and systems used, measures may include:

Encryption in transit. Encryption in transit (e.g., TLS 1.2+ or equivalent).
Encryption at rest. Encryption at rest (e.g., AES-256 or equivalent) where supported by the storage platform.
Access controls. Role-based or need-to-know access controls, credential management, and administrative access safeguards.
Support Portal controls. The Support Ticket Portal functions as the authoritative Communication Record and may include access controls (e.g., ticket access code/password mechanisms) and anti-abuse controls.
Backups. Encrypted backups and/or platform-managed backups consistent with the applicable system architecture.
Vendor due diligence. Commercially reasonable assessment of critical Sub-Processors used to store or process Client data.
Incident response. A documented incident response workflow appropriate to NE6™’s business operations.
Patching and updates. Reasonable efforts to apply security updates and patches to systems and dependencies in scope of NE6™ control.

(c) No “absolute security” promise. Client acknowledges that no system can be made completely secure. NE6™ does not warrant or guarantee that a security incident will never occur.

(d) Sensitive data transmission limitations. Unless the controlling SOW expressly states otherwise, Client will not transmit highly sensitive personal data (e.g., full payment card numbers, government IDs, Social Security numbers), regulated health data, or other highly restricted data through general-purpose ticketing/email. If the Engagement requires transmission of sensitive data, the Parties must agree in writing on a secure transfer method and workflow.

19.5.4 Data Subject Rights Assistance

To the extent legally required and reasonably feasible, NE6™ will assist Client (as Controller) in responding to data subject requests (e.g., access, deletion, correction), taking into account the nature of processing and NE6™’s role as Processor. Client remains responsible for responding to the data subject and for legal compliance.

19.5.5 International Transfers

Where Personal Data is transferred internationally in a manner that requires transfer safeguards under applicable law (e.g., EEA/UK to U.S.), the Parties will rely on an applicable lawful transfer mechanism recognized at the time of transfer (e.g., Standard Contractual Clauses where applicable, or other recognized frameworks), as implemented in the controlling engagement documentation. If a specific transfer mechanism requires execution of additional documents, the Parties will cooperate in good faith to execute commercially reasonable documentation.

19.5.6 Breach Notification

NE6™ will notify Client without undue delay after becoming aware of a confirmed Personal Data breach affecting Personal Data processed on Client’s behalf. Target timing is within seventy-two (72) hours where reasonably practicable, subject to the need to confirm scope, contain impact, and preserve evidence. Client is responsible for regulatory notifications and communications with data subjects unless the Parties expressly agree otherwise in writing.

19.6 AI-Assisted Work: Disclosure Upon Request; High-Stakes Review Requirement

(a) AI usage tiers and constraints govern. AI usage is governed by the applicable AI Usage Tier and Deliverable Constraints in the controlling SOW/Work Order and the definitions in Section 2.1 (including AI-Assisted, AI Tools, AI-Integrated, AI-Allowed / AI-Limited / No-AI Deliverables).

(b) Disclosure upon properly scoped request. Upon Client’s reasonable, written request identifying a specific client-facing Deliverable, NE6™ will confirm whether AI Tools were materially used in creation of that Deliverable (as distinguished from background workflow support that does not materially determine the client-facing content). NE6™ will respond within five (5) Business Days to a properly scoped request, or will request clarification if the Deliverable is not identified with reasonable specificity.

(c) Regulated / high-stakes review requirement. If Client requests Deliverables relating to legal, regulatory, tax, medical/healthcare, safety, securities/financial advice, or other regulated/high-stakes areas where a licensed professional review is reasonably expected, Client acknowledges:

NE6™ does not provide licensed professional advice in those regulated domains unless expressly stated in a signed SOW;
Client must obtain independent licensed professional review before implementation, publication, or reliance in a regulated/high-stakes context;
NE6™ may require written acknowledgment of this requirement before delivering certain high-stakes outputs; and
NE6™ is not liable for Client’s failure to obtain such review.

SECTION 20: ARTIFICIAL INTELLIGENCE INTEGRATION, USE & HUMAN VERIFICATION

20.1 AI Is Standard in NE6™ Workflows; Relationship to SOW Constraints

(a) Standard methodology. Unless the controlling SOW/Work Order specifies Limited-AI or No-AI constraints (or includes an AI Limitation Addendum), NE6™ may use AI Tools as part of its standard service delivery workflow (“AI-Integrated” methodology) to improve research speed, drafting efficiency, consistency, and operational quality.

(b) Constraints control. Where Deliverable Constraints apply, those constraints control for the affected Deliverables. If a constraint requirement materially changes scope, timeline, tooling, documentation burden, or cost, the Parties will document the adjustment in the controlling SOW/Change Order.

20.2 AI Tools and Platforms; Vendor Terms; No Assumed Indemnity

(a) Tool variability. NE6™ may use one or more AI Tools, including paid subscriptions and/or higher-tier offerings (and, where appropriate, business or enterprise-grade plans), depending on the Engagement’s needs, constraints, Deliverable requirements, risk profile, and performance considerations. Tool selection may change over time, and NE6™ does not guarantee use of any specific provider, tier, model, or feature unless expressly stated in a controlling SOW/Work Order.

(b) Vendor terms apply. AI Tools are Third-Party Services and are subject to their own terms, limitations, and data handling policies.

(c) No automatic IP indemnity assumption. Some AI Tool providers may offer limited intellectual property indemnification for certain paid tiers and certain use cases, subject to conditions, exclusions, thresholds, and compliance requirements. NE6™ does not represent or warrant that any provider indemnity applies to all Deliverables or all Engagements, and Client should not assume that any provider indemnity exists or is transferable absent a specific written confirmation from the provider’s then-current terms.

(d) Data controls; no training by default where configurable. Where an AI Tool offers account-level or project-level controls to disable provider training/use of content for model improvement, NE6™ will use commercially reasonable efforts to enable such controls for Client-related work when feasible and appropriate. However, AI Tool providers control their own systems and policies, which may change over time; accordingly, NE6™ does not warrant that any provider will not retain, process, analyze, or use data in accordance with the provider’s terms. Client remains responsible for providing any required notices and obtaining any required consents for Client-supplied data, including Personal Data, submitted into Third-Party Services, subject to Section 19.5 (DPA) where applicable.

20.3 Human Verification & Oversight; NE6™ Accountability Standard

(a) Human review before delivery. NE6™ applies human oversight to Deliverables delivered to Client. AI may assist with drafting, ideation, summarization, analysis, code assistance, or transformation, but NE6™ personnel retain final editorial and delivery control.

(b) Verification is risk-based. Verification depth varies based on context and risk (e.g., technical correctness, security impact, legal/regulatory sensitivity, production deployment, safety implications). Client acknowledges that “verification” is not a guarantee of perfection and does not create a warranty beyond what these Terms expressly provide.

(c) SOW compliance. NE6™’s delivery obligation is to provide Deliverables consistent with the controlling SOW/Acceptance Criteria and these Terms, subject to the limitations, dependencies, and assumptions stated in the Engagement documentation.

20.4 AI Disclosure to Client; Practical Limits

(a) Disclosure framework. AI involvement may be disclosed in the controlling SOW, Delivery Notifications, or upon a properly scoped request as described in Section 19.6.

(b) Practical limits. Because AI may be used in background workflows (research, ideation, internal drafting support, formatting, QA assistance), NE6™ does not provide granular, step-by-step disclosure of every AI interaction unless the controlling SOW expressly requires traceability documentation and Client agrees to any associated cost and timing impacts. For clarity, nothing in this Section limits NE6™’s confidentiality obligations under Section 19 or Client’s right to request reasonable clarification of deliverable assumptions or inputs through Official Channels.

20.5 AI-Assisted vs. Raw AI-Generated; Delivery Standard

(a) AI-Assisted Deliverable standard. A Deliverable may be “AI-Assisted” where AI Tools were used and NE6™ applied human review and professional judgment prior to delivery.

(b) No “raw AI output” delivery by default. NE6™ does not intentionally deliver raw, minimally reviewed AI output as a final Deliverable unless: (i) Client expressly requests it in writing for a limited purpose, and (ii) NE6™ expressly agrees in writing, and (iii) the Deliverable is clearly labeled as such with appropriate limitations.

(c) Client context dependency. Client acknowledges that AI-assisted outputs (like any professional work product) may require Client-specific inputs, validation, and implementation decisions that NE6™ cannot fully control.

20.6 Collaboration Model; Allocation of Responsibilities

(a) NE6™ responsibilities. NE6™ is responsible for professional delivery consistent with the SOW, including applying human judgment and reasonable QA appropriate to the Deliverable type.

(b) Client responsibilities. Client remains responsible for:

providing accurate requirements, constraints, and inputs;
validating business assumptions, operational fit, and implementation choices;
reviewing Deliverables within Acceptance/Defect windows;
obtaining licensed review for regulated/high-stakes uses (Section 19.6); and
complying with Third-Party Service terms (Sections 18 and 19.5 where applicable).

20.7 AI Limitations; No Reliance Without Appropriate Review

Client acknowledges known limitations of AI systems, including potential inaccuracies, omissions, bias, non-deterministic outputs, and limitations based on training data and tool configuration. NE6™ mitigates these through human oversight and verification processes, but Client must not treat AI-assisted content as infallible or as a substitute for professional review where appropriate.

20.8 No Warranty on AI Outputs or Outcomes

Except as expressly stated in these Terms (including any limited professional workmanship standard), NE6™ disclaims warranties that AI-assisted research, analysis, or recommendations will be error-free, complete, legally compliant in all jurisdictions, or outcome-determinative. Business outcomes depend on factors outside NE6™’s control, including Client execution and third-party dependencies.

20.9 Client Use of AI-Assisted Deliverables; Implementation Safeguards

Client should not implement AI-assisted recommendations without context-appropriate review. Client is responsible for: (i) validating accuracy and suitability; (ii) testing in a safe environment before production deployment where applicable; (iii) conducting security and compliance checks appropriate to the Deliverable; and (iv) engaging specialists or licensed professionals for regulated/high-stakes contexts.

20.10 IP, Ownership, and Risk Allocation for AI-Assisted Deliverables

(a) IP governed elsewhere. Intellectual property ownership, licensing posture, and payment-conditioned license rights for Deliverables (including AI-assisted Deliverables) are governed by Section 6.1.11 and Sections 16–18 (and the controlling SOW/Work Order). Nothing in Section 20 independently grants an assignment of ownership or expands the Client’s rights beyond those sections.

(b) Third-party rights and open-source. AI-assisted Deliverables may include or depend on third-party materials (including open-source components) that are governed by their own license terms. Client’s rights are subject to those third-party terms, and neither NE6™ nor any “ownership” arrangement overrides third-party rights.

(c) Non-infringement posture (reasonable efforts; no guarantee). NE6™ will use commercially reasonable efforts, consistent with the verification standard in Section 20.3, not to intentionally deliver content that NE6™ knows is infringing third-party IP. However, Client acknowledges that IP risk cannot be eliminated, particularly where third-party tools, training data limitations, or similarity risks may exist.

(d) Provider indemnity pass-through (if available). If, and only if, NE6™ receives a legally transferable indemnity benefit from a third-party AI Tool provider for a claim directly related to a Deliverable provided to Client, NE6™ may, where legally permissible and commercially reasonable, pass through that benefit or cooperate with Client in pursuing it, subject to the provider’s terms and requirements. NE6™ does not guarantee such indemnity exists, applies, is sufficient, or is transferable.

(e) Liability framework controls. Any remedies and liability limits applicable to AI-assisted Deliverables are governed by these Terms (including the limitation of liability / cap provisions and any dispute/chargeback provisions), the controlling SOW, and applicable law.

SECTION 21: DATA SECURITY, BACKUP, RETENTION & INCIDENT RESPONSE

21.1 Standard Security Practices; Baseline Controls

NE6™ maintains and uses commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Professional Services, the sensitivity of data actually processed by NE6™ within the scope of the Engagement, and ordinary business-to-business risk profiles.

Without limiting NE6™’s right to adjust controls over time, NE6™’s reasonable safeguards may include, as applicable to the Engagement and the systems actually used:

(a) Access Controls; Need-to-Know. Access to Client materials and data maintained by NE6™ is restricted to personnel and approved Subcontractors who reasonably require access to perform Services, and may be removed or reduced when access is no longer required.

(b) Authentication and Credential Hygiene. Use of secure credentials, reasonable password policies, and where available and appropriate, multi-factor authentication for administrative access.

(c) Encryption in Transit. Use of encryption in transit (e.g., TLS) for data transmitted through NE6™-controlled systems where applicable.

(d) Secure Workspaces and Tooling. Use of reputable commercial software tooling and workspace controls appropriate to professional services delivery.

(e) Patching and Updates. Reasonable efforts to keep NE6™-managed devices and systems used for Client work updated and patched against known vulnerabilities, subject to operational constraints and third-party vendor release timing.

(f) Operational Controls and Logging. Reasonable operational practices intended to reduce accidental loss, unauthorized access, or inadvertent disclosure, including auditability where appropriate to NE6™’s workflow.

(g) Data Minimization by Default. NE6™ may limit intake and storage of Client data to what is reasonably necessary to perform the Services.

No security control set is static. NE6™ may modify, strengthen, retire, or replace controls over time based on tool changes, vendor changes, and evolving operational requirements.

21.2 No Perfect Security Guarantee; No Guaranteed Uptime; No “Zero Risk”

Client acknowledges that no system is perfectly secure, and that security risk cannot be eliminated. NE6™ does not and cannot guarantee:

(a) that systems will be immune from breach, attack, compromise, unauthorized access, malware, or ransomware;

(b) that data will never be lost, corrupted, altered, destroyed, disclosed, or rendered inaccessible;

(d) that security measures will prevent every possible threat, including threats arising from sophisticated actors, client-side misconfiguration, credential compromise, or third-party vendor incidents.

21.3 Client Responsibility for Data Backup; Client Systems Control

Client is solely responsible for maintaining independent backups of Client data, content, files, credentials, and materials, including backups of any data hosted in Client-controlled environments or in Third-Party Services owned/controlled by Client.

Unless a controlling SOW expressly states that NE6™ will provide backups as a billable Deliverable (and specifies scope, cadence, retention, and recovery obligations), NE6™ does not provide a guaranteed backup service and is not responsible for restoring Client data from backup.

Client remains responsible for establishing and validating:

(a) backup cadence and restore testing suitable for Client’s risk profile;

(b) version control and source control for Client repositories (if applicable);

(d) any industry-specific security or retention requirements applicable to Client.

21.4 Data Retention; Deletion; Limited Archival Exceptions

Unless the controlling SOW expressly states otherwise in writing, NE6™ may retain Engagement-related project data (including work files reasonably necessary to evidence performance, communications, and operational administration) for sixty (60) calendar days following Engagement completion or termination (the “Retention Period”).

(a) Deletion After Retention Period. After the Retention Period, NE6™ may delete or purge project data from NE6™-controlled systems in NE6™’s discretion, including from active workspaces, file shares, and internal work repositories used for the Engagement.

(b) Client Requests for Earlier Deletion. Client may request deletion earlier than the Retention Period through an Official Channel. NE6™ will use reasonable efforts to comply to the extent the request is technically feasible and does not conflict with legal retention obligations, dispute preservation obligations, or records required to evidence performance and billing.

(i) legal, tax, insurance, audit, or regulatory obligations;

(ii) preservation of evidence related to billing, collections, disputes, or threatened claims; and/or

(iii) routine encrypted backups and archival systems maintained in the ordinary course of business, which may have fixed backup rotation schedules.

(d) Extended Retention by Agreement. If Client requests retention beyond the default Retention Period, NE6™ may offer extended retention only by written agreement and may charge additional fees for storage, administration, and handling.

21.5 Security Incidents; Cooperation; Notification

If NE6™ becomes aware of a confirmed Security Incident affecting Client data within NE6™’s control, NE6™ will:

(a) use reasonable efforts to contain and remediate the incident within NE6™’s control;

(b) provide notice to Client as promptly as practical under the circumstances, and where applicable, within timelines aligned to any written commitments in a controlling SOW or applicable data processing terms;

(c) reasonably cooperate with Client’s incident response efforts to the extent related to NE6™’s systems and within reasonable professional services bounds, including providing available information that NE6™ may lawfully disclose; and

(d) document reasonable steps taken by NE6™ related to containment and remediation.

Client acknowledges that Client (not NE6™) determines Client’s legal obligations for regulatory reporting, consumer notice, customer communication, contractual reporting to Client’s own counterparties, and business continuity decisions, except to the extent a controlling SOW expressly assigns a specific duty to NE6™.

21.6 Limitation of Liability for Security and Data Events

To the maximum extent permitted by applicable law, NE6™ is not liable for damages arising from a Security Incident, data loss, corruption, or unavailability except to the extent caused by NE6™’s gross negligence or willful misconduct, and in all events subject to Section 25 (Limitation of Liability & Damage Caps) and any other applicable risk allocation sections of these Terms.

SECTION 22: THIRD-PARTY SERVICES, VENDORS & DEPENDENCIES

22.1 Third-Party Services; Dependency Reality; No Third-Party Guarantees

Client acknowledges that many Deliverables and ongoing operations may depend on Third-Party Services (including hosting providers, SaaS tools, APIs, libraries, identity providers, analytics, communication platforms, payment processors, and other vendor systems). NE6™ may recommend, configure, implement, or integrate such Third-Party Services as part of Services, but Third-Party Services are controlled by their providers, not NE6™.

NE6™ does not guarantee the availability, performance, security, continuity, or functionality of any Third-Party Service.

22.2 Client Ownership of Vendor Accounts; Credentials; Access Controls

Unless the controlling SOW expressly states otherwise, Client is responsible for:

(a) procuring and maintaining required vendor accounts, licenses, subscriptions, and renewals;

(b) providing and maintaining access credentials, API keys, admin approvals, and permissions necessary for NE6™ to perform agreed work;

(d) promptly updating credentials, access, and permissions when personnel changes occur.

If Client delays or fails to provide access, approvals, or credentials, NE6™ is not responsible for resulting delays, non-delivery, or degraded performance.

22.3 Vendor Outages; Degradation; Discontinuation; Policy and Pricing Changes

NE6™ is not responsible for:

(a) outages, downtime, degraded performance, rate limiting, API failures, vendor security incidents, or vendor data loss;

(b) vendor discontinuation, sunset, deprecation, feature removal, policy changes, or pricing changes; or

(c) vendor enforcement actions (including suspension/termination of Client accounts) arising from Client’s use or Client’s violation of vendor terms.

Where a vendor change materially affects Deliverables or Client operations, NE6™ may (but is not obligated to) propose reasonable mitigation options. Any migration, re-platforming, refactor, replacement integration, or vendor transition work is billable and requires a Change Order, new SOW, or other written authorization through an Official Channel.

22.4 No Duty to Provide Redundancy Unless Expressly Contracted

NE6™ is not obligated to design or maintain redundancy, disaster recovery, failover, high availability architecture, or business continuity systems unless the controlling SOW expressly includes such scope and specifies measurable requirements and operational responsibilities. Absent such written scope, Client bears responsibility for deciding and funding redundancy appropriate to Client’s risk profile.

22.5 Pass-Through Vendor Terms; Client Compliance

Client is solely responsible for compliance with Third-Party Service terms, including acceptable use policies, data processing terms, API terms, licensing restrictions, attribution requirements, and payment obligations. Client warrants that Client’s intended use of Third-Party Services in connection with Deliverables complies with applicable vendor terms and applicable law.

If a vendor asserts a claim, suspension, restriction, penalty, or fee based on Client’s use, Client’s compliance failures, or Client’s account status, Client remains responsible for such consequences.

SECTION 23: SUBCONTRACTORS, PARTNERS & NON-SOLICITATION COVENANT

23.1 Use of Subcontractors and Specialists; No Client Veto Absent SOW Restriction

NE6™ may use subcontractors, specialists, or partner firms to perform portions of Services, including technical implementation, design, research, specialized execution, and operational support. Unless the controlling SOW expressly requires prior written approval for specific roles, Client authorizes NE6™ to staff the Engagement in NE6™’s reasonable discretion.

23.2 Accountability; Single Point of Responsibility

As between NE6™ and Client, NE6™ remains responsible for the performance of Services delivered under the Engagement, subject to:

(a) Client dependencies, access obligations, and timely approvals;

(b) Third-Party Service dependency limitations stated in these Terms; and

23.3 Confidentiality and Conduct Binding on Subcontractors

NE6™ will use commercially reasonable efforts to ensure subcontractors and specialists engaged by NE6™ for the Engagement are bound by confidentiality and professional conduct obligations reasonably consistent with NE6™’s obligations under these Terms, as applicable to the nature of the work performed.

23.4 Non-Solicitation Covenant (Subcontractors, Specialists, Partners)

During the Engagement and throughout the Non-Solicitation Period, Client shall not, directly or indirectly, solicit, recruit, hire, engage, contract with, or attempt to contract with any subcontractor, specialist, or partner introduced to Client by NE6™ in connection with the Engagement, where:

(a) NE6™ introduced the individual/entity to Client (including by involving them in delivery, communications, meetings, Support Portal threads, or Deliverables); and

(b) Client had direct contact with, received work from, or materially interacted with such individual/entity during the Engagement.

This covenant applies whether Client’s engagement is structured as employment, independent contractor engagement, consulting, statement of work, agency engagement, referral arrangement, or any other compensable relationship.

23.5 Carveouts; Prior Relationships; General Advertising

The non-solicitation covenant does not apply where Client can prove, by contemporaneous documentary evidence, that:

(a) the individual/entity had a direct relationship with Client before NE6™’s introduction; or

(b) Client hired or engaged the individual/entity solely as a result of a general public advertisement or general recruiting effort not targeted at NE6™’s personnel, and Client did not use NE6™ relationships, involvement, or access to source the individual/entity.

23.6 Non-Solicitation Violation; Conversion Fee (Liquidated Damages)

If Client violates Section 23.4, Client shall pay NE6™ a conversion fee as liquidated damages in an amount equal to the greatest of the following:

(a) $5,000.00; or

(b) 20% of the First-Year Compensation (or first-year contract value) paid or payable by Client (or any Client Affiliate) to the subcontractor/specialist/partner; or

Cap. The conversion fee is capped at $50,000.00 per violation.

Reasonable Pre-Estimate; Not a Penalty. The parties agree that actual damages for violation would be difficult to calculate at the time of contracting and may include sourcing replacement costs, onboarding costs, disruption costs, loss of expected margin, loss of relationship value, and operational disruption. The conversion fee is intended as a reasonable pre-estimate of such damages and not as a penalty.

23.7 Enforcement; Remedies; Collections

Client acknowledges that breach of Section 23 may cause irreparable harm. NE6™ may pursue all remedies available at law or in equity, including injunctive relief where appropriate, and may pursue unpaid conversion fees through Collections in accordance with these Terms, subject to applicable law and any applicable fee provisions for enforcement.

SECTION 24: WARRANTIES, REPRESENTATIONS & DISCLAIMERS

24.1 NE6™ Limited Warranties

NE6™ warrants that:

(a) NE6™ will perform Services in a professional and workmanlike manner consistent with generally accepted professional services standards for similar services;

(b) NE6™ has authority to enter into and perform under these Terms and any controlling SOW; and

(c) NE6™ will not knowingly deliver a Deliverable that NE6™ created from scratch that infringes third-party intellectual property rights, provided that this warranty does not apply to infringement allegations arising from (i) Client materials, (ii) Client instructions, (iii) Third-Party Services or third-party components used under their own license terms, or (iv) Client modifications after delivery.

24.2 Client Representations

Client represents and warrants that:

(a) Client has the right to provide Client materials, data, systems access, content, and instructions to NE6™ for use in performing Services;

(b) Client’s use of Deliverables and any Third-Party Services will comply with applicable law and applicable third-party terms; and

(c) Client will obtain any required consents, notices, and approvals related to Client data and systems, including approvals required by Client’s customers, employees, contractors, or counterparties.

24.3 Disclaimers; What NE6™ Does Not Warrant

Except as expressly stated in Section 24.1, NE6™ does not warrant:

(a) specific business results, revenue outcomes, ROI, conversions, rankings, or market performance;

(b) uninterrupted availability, continuous uptime, or error-free performance of Deliverables or any Third-Party Services;

(c) that Deliverables will be defect-free, vulnerability-free, or suitable for every environment without Client maintenance, updates, and proper operational management;

(d) compatibility or integration with Third-Party Services unless expressly scoped and contracted in a controlling SOW; or

(e) compliance with Client internal policies, procurement rules, or preferences unless expressly stated in a controlling SOW.

24.4 Regulated / High-Stakes Reliance Disclaimer

Client acknowledges that NE6™ is not a law firm, accounting firm, tax advisor, medical provider, or licensed regulated professional by default. Where Services or Deliverables touch regulated or high-stakes domains, Client remains responsible for obtaining independent licensed professional review before reliance, implementation, publication, or operational use, consistent with the high-stakes acknowledgement framework elsewhere in these Terms.

24.5 Third-Party Content and Third-Party Components

Where Deliverables incorporate Client-provided content, third-party content, user-generated content, open-source components, licensed plugins, vendor APIs, or other third-party materials:

(a) such materials remain subject to their applicable licenses and terms; and

(b) NE6™ is not responsible for the legality, accuracy, or compliance of such content or third-party materials, except to the limited extent expressly stated in Section 24.1.

24.6 Limitation of Remedies (Warranty Breach)

Client’s exclusive remedy for breach of the warranties in Section 24.1 is limited to NE6™’s reasonable remediation of the specific non-conformity (which may include correction, revision, or re-performance), and if remediation is not commercially reasonable, then a credit or refund in NE6™’s discretion, in all events subject to Section 25 and the applicable engagement documents.

24.7 Disclaimer of Implied Warranties; “As-Is” Delivery

To the maximum extent permitted by applicable law, NE6™ disclaims all implied warranties, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any implied warranties arising from course of dealing or usage of trade. Except as expressly stated in these Terms, Deliverables are provided “as-is.”

SECTION 25: LIMITATION OF LIABILITY & DAMAGE CAPS

25.1 Liability Cap (Tiered Maximum Liability; Aggregate Limit; Definitions; Calculation Rules)

25.1.1 Scope; Covered Parties; Covered Claims; Covered Theories; No Circumvention

25.1.1(a) Controlling Effect; Maximum Enforcement.

Notwithstanding anything to the contrary in these Terms & Conditions, any Statement of Work (“SOW”), any Work Order / Scope Memo, any Communication Record, any invoice, proposal, estimate, email, message thread, change request, acceptance, Deliverable, or other agreement or understanding between the parties (whether written, oral, express, implied, or alleged), and to the maximum extent permitted by applicable law, the total cumulative and aggregate liability of New England Connect LLC (“NE6™”) and its past, present, and future owners, members, managers, officers, directors, employees, agents, representatives, affiliates, licensors, successors, assigns, contractors, subcontractors, specialists, vendors, and service providers (collectively, the “NE6™ Parties”) for any and all Claims arising out of, relating to, or in connection with the Engagement shall be limited strictly as set forth in this Section 25.

25.1.1(b) Broad Application to All Claims and Theories.

This Section 25 applies to all Claims, regardless of theory of liability, including without limitation: contract, tort, negligence (ordinary or otherwise), misrepresentation (negligent or otherwise), strict liability, warranty, statute, regulation, consumer protection to the extent waivable, equity, restitution, unjust enrichment, indemnity, contribution, or any other legal or equitable theory; and regardless of the form of relief requested, including money damages, reimbursement, credits, refunds, fee waiver, recoupment, disgorgement, rescission, equitable relief paired with monetary relief, or any other remedy.

25.1.1(c) No Circumvention; No Stacking by Form or Strategy.

Client shall not enlarge, avoid, evade, or circumvent the limitations in this Section 25 by: (i) asserting multiple legal theories based on the same or substantially similar facts; (ii) splitting a dispute into multiple Claims, demands, suits, proceedings, or venues; (iii) naming multiple NE6™ Parties; (iv) asserting Claims serially; (v) re-labeling monetary relief as equitable relief; or (vi) seeking overlapping recovery for the same alleged harm.

25.1.2 Defined Terms Used Only for Section 25 (Mechanical and Controlling)

For purposes of this Section 25 only:

25.1.2(a) “Engagement.”

“Engagement” means the parties’ relationship and any Services and/or Deliverables provided or to be provided by NE6™, whether under these Terms, an SOW, a Work Order / Scope Memo, a Communication Record, or otherwise.

25.1.2(b) “Claim(s).”

“Claim(s)” means any and all claims, demands, actions, causes of action, proceedings, suits, arbitrations, mediations, investigations, notices, disputes, controversies, inquiries, allegations, losses, damages, costs, expenses, liabilities, judgments, settlements, and breaches of any kind whatsoever.

25.1.2(c) “Cap Determination Date.”

“Cap Determination Date” means the earliest of: (i) the date Client first provides NE6™ written notice asserting or threatening a Claim; (ii) the date Client first requests monetary relief, remediation, reimbursement, credit, refund, or other remedy for the underlying issue; or (iii) the date the act, omission, event, delay, failure, or condition giving rise to the Claim first occurred.

25.1.2(d) “Lookback Period.”

“Lookback Period” means the twelve (12) month period immediately preceding the Cap Determination Date.

25.1.2(e) “Fees Paid.”

“Fees Paid” means only those amounts that have been actually received, cleared, settled, and retained by NE6™ within the Lookback Period, net of any refunds, credits, chargebacks, reversals, clawbacks, ACH returns, payment disputes, payment holds, processor reversals, or other invalidations, and calculated strictly in accordance with Section 25.1.5.

25.1.2(f) “Claim Stream” and “Claim Scope.”

“Claim Stream” means the specific SOW, Work Order / Scope Memo, milestone, Deliverable set, or separable scope segment that is the subject of the Claim.

“Claim Scope” means the specific Services/Deliverables within the Claim Stream that are alleged to be defective, delayed, nonconforming, improperly billed, or otherwise the basis of the Claim.

25.1.2(g) “Related-to-Claim Fees Paid.”

“Related-to-Claim Fees Paid” means only those Fees Paid that are (i) attributable to the Claim Stream, and (ii) attributable to the Claim Scope, determined mechanically under Section 25.1.6.

25.1.2(h) “Aggregate Cap.”

“Aggregate Cap” means the single cumulative maximum liability amount applicable to all NE6™ Parties for all Claims combined that are subject to this Section 25.

25.1.3 Liability Cap (Tiered Maximum Liability)

Subject to Section 25.2 (Exceptions) and Section 25.3 (Excluded Damages), and to the maximum extent permitted by applicable law, the NE6™ Parties’ total cumulative and aggregate liability for all Claims combined arising out of, relating to, or in connection with the Engagement shall not exceed the applicable tier below (the “Aggregate Cap”):

25.1.3(A) Tier A — Standard Engagement Cap (Below $100,000 Threshold)

Unless Tier B applies under Section 25.1.3(B), the Aggregate Cap shall not exceed the lesser of:

(i) Fifty Percent (50%) of the Related-to-Claim Fees Paid during the Lookback Period; or

(ii) Five Thousand Dollars ($5,000.00).

The lower of these two amounts controls as the absolute maximum Aggregate Cap under Tier A.

25.1.3(B) Tier B — High-Volume Engagement Cap ($100,000 Threshold Met Within the Claim Stream)

Tier B applies only if Client has paid NE6™ $100,000.00 or more in Related-to-Claim Fees Paid during the Lookback Period for the same Claim Stream giving rise to the Claim.

If Tier B applies, the Aggregate Cap shall not exceed:

(i) Twenty-Five Percent (25%) of such Related-to-Claim Fees Paid during the Lookback Period.

25.1.3(C) Threshold Precision (No Rounding; No Substitution of Unrelated Spend)

(i) $100,000.00 exactly qualifies for Tier B.

(ii) $99,999.99 or less does not qualify and remains Tier A.

(iii) Only cleared and retained amounts count; disputed, reversed, refunded, charged-back, clawed-back, or held funds do not count unless and until finally cleared and retained by NE6™.

(iv) Client may not count Fees Paid for a different SOW, different Work Order / Scope Memo, or different separable scope segment to reach the Tier B threshold for a Claim Stream that did not itself reach the threshold.

25.1.3(D) Purpose of Tier Structure.

The tier structure is intended to (i) cap exposure for smaller engagements and (ii) provide a higher, spend-proportionate cap only when the Claim Stream itself has substantial paid volume within the Lookback Period.

25.1.4 Aggregate Limit; Non-Stacking; Shared Cap; Cap Consumption

25.1.4(a) Single Shared Cap; No Stacking.

The Aggregate Cap is cumulative and shared across all Claims and all NE6™ Parties. The existence of more than one Claim, incident, occurrence, demand, suit, proceeding, legal theory, or damage category shall not enlarge, extend, multiply, stack, reset, or otherwise increase the Aggregate Cap.

25.1.4(b) Cap Applies Across People and Proceedings.

Naming additional NE6™ Parties, adding additional defendants, or filing in multiple venues does not increase the Aggregate Cap.

25.1.4(c) Cap Consumption (Dollar-for-Dollar).

Any amounts NE6™ provides to Client in connection with any Claim—whether as cash payment, refund, credit, fee waiver, discount, free rework, replacement Deliverable, remediation, settlement, or other consideration—shall count toward and reduce the remaining Aggregate Cap dollar-for-dollar, valued as follows:

(i) cash/refunds = actual amount paid;

(ii) credits/fee waivers/discounts = the credited/waived/discounted dollar amount;

(iii) free rework/replacement work = the value of such work measured at NE6™’s then-standard rates or the rate set in the applicable SOW, supported by NE6™ time records and scope mapping.

25.1.4(d) No Double Recovery.

Client may not recover more than once for the same alleged harm, whether through multiple Claims, multiple theories, multiple proceedings, or overlapping remedies.

25.1.5 “Fees Paid” Calculation Rules (Net Cleared Funds Only; Inclusions; Exclusions; Pass-Through; Mixed Invoices)

25.1.5(a) Fees Paid INCLUDE (Service-Fee Categories).

Fees Paid include only cleared and retained amounts paid for NE6™’s professional service fees during the Lookback Period, including without limitation: prepaid hour blocks, retainers, milestone/project payments, postpaid/hourly invoices, and other NE6™ professional service fees.

25.1.5(b) Fees Paid DO NOT INCLUDE (Always Excluded).

Fees Paid do not include, without limitation:

(i) amounts not cleared or not retained (including pending payments);

(ii) amounts refunded or credited back;

(iii) amounts under dispute or chargeback unless and until finally resolved in NE6™’s favor and retained;

(iv) estimates, proposals, budgets, or SOW totals not actually paid and retained;

(v) taxes, filing fees, government fees, or similar assessments;

(vi) any amounts attributable to Pass-Through Costs, even if invoiced through NE6™;

(vii) fees paid for unrelated projects, unrelated SOWs, or unrelated service streams.

25.1.5(c) Pass-Through Costs (Always Excluded).

“Pass-Through Costs” means third-party costs and expenses paid to or for third parties, including without limitation hosting, software licenses, domains, print vendors, paid advertising, shipping, platforms, marketplaces, subcontractor/vendor costs, and other third-party expenses, regardless of whether NE6™ advanced such costs or invoiced them to Client. Pass-Through Costs are excluded from Fees Paid unless expressly identified in writing as NE6™’s own service fee (and not merely “handled by NE6™”).

25.1.5(d) Mixed Invoices (Service Fee Portion Controls).

If an invoice contains both NE6™ service fees and Pass-Through Costs, only the NE6™ service fee portion counts as Fees Paid. NE6™’s invoice line items and accounting records control allocation unless Client proves otherwise with clear documentary evidence.

25.1.5(e) Retroactive Exclusion Upon Reversal.

If any payment previously treated as Fees Paid is later refunded, charged back, reversed, or invalidated, such amount is retroactively excluded from Fees Paid for cap calculation purposes.

25.1.6 Related-to-Claim Requirement (Strict Causation Link; Mechanical Allocation; No Unrelated Fee Inflation)

25.1.6(a) General Rule (Claim Stream + Claim Scope).

Only Fees Paid directly attributable to the Claim Stream and Claim Scope count as Related-to-Claim Fees Paid. Fees paid for other SOWs, other Work Orders, other deliverables, or other separable work streams do not count.

25.1.6(b) Mechanical Allocation Waterfall (Single Source of Truth).

Related-to-Claim Fees Paid shall be determined using the following waterfall in order. The first applicable level that yields a determinable allocation controls:

Level 1 — Explicit Scope-Based Pricing.

If the controlling SOW/Work Order includes a schedule of values, line-item pricing, milestone pricing tied to specific Deliverables, or other written segmentation of fees by deliverable/scope, Related-to-Claim Fees Paid are the fees assigned to the Claim Stream / Claim Scope under that segmentation.

Level 2 — Invoice Line Items.

If the relevant invoices contain line items that identify the Claim Stream / Claim Scope, Related-to-Claim Fees Paid are the cleared/retained amounts paid for those specific line items, excluding Pass-Through Costs.

Level 3 — Time Record Mapping (Postpaid and Hybrid).

If billing is time-based (postpaid or hybrid), Related-to-Claim Fees Paid are determined by mapping NE6™ time records to the Claim Stream / Claim Scope and applying the applicable billed rate basis to the mapped hours, limited to cleared/retained payments during the Lookback Period.

Level 4 — Prepaid Allocation Consumption Mapping (Prepaid Blocks/Retainers).

If work was performed against prepaid allocations, Related-to-Claim Fees Paid are determined by mapping the documented consumption (usage statements and time logs) to the Claim Stream / Claim Scope and valuing that consumption at the effective service-fee basis used for that allocation as reflected in NE6™’s invoicing and ledger records, limited to cleared/retained payments during the Lookback Period.

Level 5 — Pro-Rata Allocation (Only if Levels 1–4 Not Determinable).

If none of Levels 1–4 is determinable due to how the engagement was documented, Related-to-Claim Fees Paid are allocated pro-rata based on the documented proportion of NE6™ effort attributable to the Claim Stream / Claim Scope during the Lookback Period, using NE6™ time records and scope mapping. If time records are not available for a limited subset of work, NE6™ will use the best available records (scope notes, ticket records, delivery logs, usage statements) to complete a reasonable allocation.

25.1.6(c) Strict Test (No “But-for” Stretching).

A fee is Related-to-Claim only if the Claim would not exist in substantially the same form absent the Claim Stream / Claim Scope. “General dissatisfaction,” “opportunity costs,” internal Client execution decisions, and downstream business outcomes do not expand the Claim Scope beyond what is specifically alleged as defective or nonconforming.

25.1.6(d) Hybrid / Blended Engagements.

Where a blended retainer/project arrangement exists, NE6™ will allocate fees using the waterfall above and will not allocate unrelated spend to the Claim Stream. NE6™’s reasonable allocation controls unless Client proves otherwise with clear documentary evidence.

25.1.6(e) Documentation Package.

Upon written request during a live dispute (or after a written claim notice), NE6™ may provide a short allocation summary showing the waterfall level used and the basis documents referenced (e.g., SOW segmentation, invoice items, time logs, usage statements). This is an informational summary and does not waive any rights.

25.1.7 No Fees Paid / Non-Paying Client

If Related-to-Claim Fees Paid during the Lookback Period are $0.00 (including because payments were disputed, reversed, charged back, refunded, held, or never cleared), then the Aggregate Cap under this Section 25 shall be $0.00, to the maximum extent permitted by applicable law.

25.1.8 Step-by-Step Cap Calculation (Mechanical; Non-Discretionary)

The Aggregate Cap is calculated mechanically as follows:

(A) Determine the Cap Determination Date.

(B) Determine the Lookback Period (12 months immediately preceding that date).

(D) Determine Related-to-Claim Fees Paid under Section 25.1.6 (Claim Stream + Claim Scope).

(E) Determine Tier:

(i) If Related-to-Claim Fees Paid are $100,000.00 or more, Tier B applies.

(ii) Otherwise, Tier A applies.

(F) Calculate the Aggregate Cap:

(i) Tier A cap = the lesser of (50% × Related-to-Claim Fees Paid) or $5,000.00.

(ii) Tier B cap = 25% × Related-to-Claim Fees Paid.

(G) Apply Cap Consumption under Section 25.1.4(c).

25.1.9 Illustrative Scenario Examples (Clarity Aid; Text Controls)

The following tables are illustrative only and provided to show mechanical application. If there is any conflict between an example and the operative language of Section 25, the operative language controls.

25.1.9(A) Tier A Examples (Cap = Lesser of 50% of Fees or $5,000.00)

Related-to-Claim Fees Paid (Lookback)	50% of Fees	Tier A Cap
$1,000.00	$500.00	$500.00
$2,500.00	$1,250.00	$1,250.00
$8,000.00	$4,000.00	$4,000.00
$10,000.00	$5,000.00	$5,000.00
$25,000.00	$12,500.00	$5,000.00
$99,999.99	$49,999.995	$5,000.00
$0.00 (no cleared/retained fees)	$0.00	$0.00

25.1.9(B) Tier B Examples (Cap = 25% of Fees; Threshold Met)

Related-to-Claim Fees Paid (Lookback)	Tier B Cap (25%)
$100,000.00	$25,000.00
$120,000.00	$30,000.00
$200,000.00	$50,000.00
$500,000.00	$125,000.00

25.1.9(C) Cap Consumption Examples (Single Shared Cap; No Stacking)

Tier	Cap	Amount Already Credited/Refunded/Remediated	Remaining Cap
Tier A	$5,000.00	$3,000.00	$2,000.00
Tier A	$1,250.00	$1,000.00	$250.00
Tier B	$30,000.00	$12,000.00	$18,000.00

25.1.9(D) “Mix-and-Match” Clarifier Examples (Tier B Eligibility)

Example 1 — Not Eligible for Tier B: Client paid $150,000 total to NE6™ in the Lookback Period, but only $40,000 relates to the Claim Stream. Result: Tier A applies.

Example 2 — Eligible for Tier B: Client paid $110,000 in the Lookback Period for the Claim Stream (and those funds are cleared/retained). Result: Tier B applies.

Example 3 — Two Separate Streams: Client paid $90,000 for Stream 1 and $90,000 for Stream 2. A Claim arises solely from Stream 1. Result: Tier A applies (Stream 1 did not reach $100,000).

25.1.10 Records; Fees Paid Determination; Burden; Timing

(A) Authoritative Records. NE6™’s records (invoices, payment ledger, accounting system, bank statements, processor statements, time records, usage statements, scope mapping) are authoritative for determining Fees Paid and allocations between service fees and pass-through costs.

(B) Burden of Proof. Client bears the burden of proving any alternative calculation with clear documentary evidence.

(C) Fees Paid Calculation Statement. Upon written request, NE6™ may provide a Fees Paid and Related-to-Claim Fees Paid calculation summary for the Lookback Period. Client must dispute any calculation in writing within five (5) Business Days with supporting documentation, or the calculation is deemed accepted.

(D) De Minimis. Any discrepancy under $100.00 is immaterial and does not alter the cap.

25.1.11 Application Across Engagement Models (No Model Exemptions)

The limitations in this Section 25 apply uniformly across all engagement models and pricing structures, including prepaid hour blocks, retainers, postpaid hourly, milestone-based, fixed-fee projects, hybrid combinations, and any other arrangement. The cap is always calculated using the Lookback Period, Fees Paid (net cleared retained funds), the Claim Stream / Claim Scope mapping, and the Related-to-Claim requirement.

25.1.12 Survival; Failure of Essential Purpose

This Section 25 survives termination, completion, suspension, or expiration of the Engagement. The limitations apply even if any remedy is alleged or found to have failed of its essential purpose.

25.2 Exceptions to Liability Cap (Only to the Extent Not Limitable by Law; Client Obligations Not Capped)

To the maximum extent permitted by applicable law, the Aggregate Liability Cap in Section 25.1 does not apply, or applies only to the extent permitted by law, to the following categories:

(A) Fraud / Intentional Misrepresentation — liability for fraud or intentional misrepresentation, to the extent not legally limitable.

(B) Gross Negligence / Willful Misconduct — liability for gross negligence, reckless disregard, or willful misconduct, to the extent not legally limitable.

(C) Client Indemnification Obligations (Not Capped) — Client’s obligations under the indemnification section are not capped by Section 25.1.

(D) Client Payment Obligations (Not Capped) — Client’s obligations to pay invoices, late fees, interest, administrative fees, and other payment obligations are not capped by Section 25.1.

(E) Confidentiality / Data Security Breach Caused by NE6™ (Tiered Supercap; Still Capped) — for claims arising directly from NE6™’s breach of Section 19 or a data security breach caused by NE6™, NE6™’s liability is capped by the Tiered Supercap in Section 25.2(G), except to the extent applicable law prohibits limitation.

(F) IP Infringement by NE6™-Created Deliverables (Tiered Supercap; Narrow; Still Capped) — for third-party infringement claims arising directly from Deliverables created by NE6™ (excluding Client materials and third-party components), NE6™’s liability is capped by the Tiered Supercap in Section 25.2(G), except to the extent applicable law prohibits limitation.

(G) Tiered Supercap (Applies to Sections 25.2(E) and 25.2(F) Only) — determined by Applicable SOW Fees as of the claim assertion date:

Applicable SOW Fees < $10,000: Supercap = $25,000
Applicable SOW Fees $10,000–$50,000: Supercap = $50,000
Applicable SOW Fees > $50,000: Supercap = 1× Applicable SOW Fees

(H) For Avoidance of Doubt — no unlimited liability is created; all other liability remains capped.

(I) Consumer Statutory Rights (B2C Overlay) — to the extent any Claim is asserted by a Consumer under non-waivable consumer protection law, this Section 25 applies only to the extent permitted by law and does not waive non-waivable statutory rights or remedies.

25.3 Excluded Damages (No Liability for Specified Categories)

This section applies to business clients; consumer rights override where non-waivable. To the maximum extent permitted by applicable law, in no event shall any NE6™ Party be liable for any of the following, whether characterized as direct or indirect and regardless of theory of liability:

(A) lost profits, lost revenue, lost savings, loss of anticipated profit, or loss of business opportunity;

(B) business interruption, downtime, inability to use systems, loss of productivity, operational disruption, or interruption costs;

(C) loss, corruption, deletion, or compromise of data; data restoration, recreation, re-entry, or recovery costs; forensic costs; or costs to rebuild content (except to the extent not waivable by law);

(D) reputational harm, loss of goodwill, brand damage, or diminution in business value;

(E) costs of substitute services, replacement vendors, cover costs, or third-party replacement costs;

(F) indirect, incidental, special, consequential, punitive, exemplary, multiplied, or enhanced damages; and

(G) attorneys’ fees, legal costs, expert fees, or litigation expenses, except where NE6™ is the prevailing party and fees are awarded by a court where permitted.

These exclusions apply even if NE6™ was advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

25.4 Proportionality; Client Acknowledgment; Modification Only in Express Writing; Severability

(A) Material Term; Risk Allocation. Client acknowledges and agrees that this Section 25 is a material term of the Engagement and reflects an allocation of risk; NE6™’s pricing and willingness to perform are conditioned on these limitations.

(B) Opportunity to Seek Counsel. Client acknowledges it has had the opportunity to review these Terms, ask questions, and consult independent counsel.

(C) No Modification Except Express Written Agreement. No modification is effective unless in a written agreement executed by NE6™ that expressly references “Section 25” and states the intent to modify the liability limitations.

(D) Severability and Maximum Enforcement. If any portion is held unenforceable, it shall be enforced to the maximum extent permitted by law, and the remainder remains in full force and effect.

SECTION 26: INDEMNIFICATION & RISK ALLOCATION

26.1 Client Indemnification of NE6™

To the maximum extent permitted by applicable law, Client shall defend, indemnify, and hold harmless the NE6™ Parties from and against any and all third-party Claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of, relating to, or in connection with any of the following (each, an “Indemnified Claim”):

(a) Client Materials / Client Content. Any Client-provided content, data, instructions, assets, branding, copy, media, claims, representations, or materials (including their accuracy, legality, regulatory compliance, and any allegation that such materials infringe, misappropriate, or violate third-party rights).

(b) Client Use, Implementation, Operation, or Deployment. Client’s (or Client’s personnel/contractors’) use, implementation, operation, publication, distribution, Deployment, or other exploitation of any Deliverable, including:

use outside the Scope or outside NE6™’s written instructions;
use after Client modification, alteration, or combination with non-NE6™ work; or
use in a Production Environment without appropriate testing, review, approvals, or safeguards.

(c) Client Modifications; Third-Party Changes. Any modification, patch, configuration change, integration, content swap, hosting change, system change, or operational change made by Client or any third party after Delivery/Acceptance (including changes by Client’s vendors or internal teams) that contributes to or causes the alleged harm.

(d) Client Business, Products, Services, or Offerings. Any Claim arising from Client’s business operations, products, services, marketing, sales practices, pricing, employment practices, customer disputes, user-generated content, or other business conduct, even if a Deliverable is used in connection with such operations.

(e) Client’s Breach or Legal Noncompliance. Any breach by Client of these Terms, any controlling SOW/Work Order, or applicable law, regulation, or third-party terms (including vendor/platform terms, licensing terms, acceptable use policies, and privacy laws) in connection with Client’s use of Services/Deliverables.

(f) Client Misuse / Abuse / Unauthorized Use. Any misuse, abuse, unauthorized access, circumvention, security misconfiguration, or unlawful use of Services/Deliverables by Client or Client’s personnel/contractors, including credential sharing or failure to maintain appropriate access controls.

(g) Client-Directed Implementation Choices. Any Claim based on Client’s direction to implement or rely on a specific approach, tool, vendor, integration, copy, or workflow where NE6™ disclosed tradeoffs/risks or acted consistently with Client’s written instruction.

For avoidance of doubt, Client’s indemnification obligation applies to Claims asserted by any third party, including (without limitation) Client’s customers, users, employees, contractors, vendors, regulators, card networks/processors, and alleged rights-holders.

26.2 Client Defense Obligations; Control of Defense; Cooperation

(a) “Defend” Means Pay and Manage the Defense. “Defend” means Client is responsible for funding and managing the defense of the Indemnified Claim, including retention of counsel and payment of legal fees and costs.

(b) Notice and Tender. NE6™ will provide Client prompt written notice of an Indemnified Claim when reasonably practicable, provided that any delay in notice will not relieve Client of its obligations except to the extent Client is materially prejudiced by the delay.

(c) Control of Defense; Counsel. Client may control the defense and settlement of an Indemnified Claim so long as Client:

uses counsel reasonably acceptable to NE6™;
diligently defends the claim; and
keeps NE6™ reasonably informed of material developments.

(d) NE6™ Participation. NE6™ may participate in the defense with counsel of its own choosing at its own expense. If a conflict of interest exists such that separate counsel is reasonably required for NE6™, Client shall pay the reasonable costs of such separate counsel to the extent permitted by law.

(e) Settlement Restrictions. Client may not settle any Indemnified Claim in a manner that:

admits fault or liability on behalf of any NE6™ Party;
imposes injunctive or other non-monetary obligations on any NE6™ Party; or
fails to include a full release of the NE6™ Parties,

unless NE6™ provides prior written consent through an Official Channel.

(f) Cooperation. Client shall provide reasonable cooperation (including information, records, and witnesses under Client’s control) necessary to defend the Indemnified Claim. NE6™ shall provide reasonable cooperation requested by Client, provided that Client reimburses NE6™ for reasonable, out-of-pocket expenses and NE6™’s time at the Standard Postpaid Hourly Rate for any substantial assistance beyond routine cooperation.

26.3 Scope, Priority, and Risk Allocation; Relationship to Section 25

(a) Not Capped. Client’s indemnification and defense obligations under this Section 26 are not limited by the liability cap in Section 25.

(b) Survival. Client’s indemnification and defense obligations survive termination, completion, suspension, or expiration of the Engagement.

(c) Priority Over Conflicting Terms. This Section 26 applies notwithstanding anything to the contrary in any proposal, estimate, invoice, message, or Communication Record, except where a controlling SOW expressly and specifically modifies this Section 26 in writing and is executed in the manner required by these Terms.

(d) Consumer Overlay. If Client is a Consumer, additional limitations or non-waivable rights may apply as described in Section 34. For B2B engagements, this Section 26 applies as written to the maximum extent permitted by law.

SECTION 27: TERMINATION, EFFECTS & SURVIVAL

27.1 Termination for Convenience

(a) Right to Terminate. Either party may terminate an Engagement for convenience by providing written notice through an Official Channel. Unless the parties agree otherwise in writing, termination is effective on the date specified in the notice (or, if no date is specified, the next Business Day after delivery of the notice through an Official Channel).

(b) Preferred Notice Period. A notice period of at least ten (10) Business Days is preferred as a professional courtesy; however, failure to provide a preferred notice period does not invalidate termination.

(c) No Obligation to Continue Work After Termination Notice. NE6™ may cease work immediately upon giving or receiving a termination notice, unless the parties expressly agree in writing to continue specific work during a wind-down period.

27.2 Termination for Cause by NE6™

NE6™ may terminate immediately upon written notice through an Official Channel (or immediately without advance notice where permitted below), if NE6™ reasonably determines that Client has committed or is committing any of the following:

(a) Non-Payment / Payment Default. Material payment default, including failure to pay undisputed amounts when due, subject to any required professional courtesy notice and Service Suspension notice requirements stated in Section 11 (including Section 11.6A where applicable).

(b) Chargeback / Payment Reversal / Payment Dispute. Any Chargeback Event, reversal, clawback, ACH return, or threatened chargeback/dispute, or Client’s failure to comply with the Dispute-First Requirement.

(c) Material Breach; Failure to Cure. A material breach of these Terms or a controlling SOW/Work Order that is not cured within five (5) Business Days after NE6™ provides written notice of breach through an Official Channel, where a cure period is reasonably applicable. No cure period is required where the breach is not reasonably curable or where immediate termination is commercially reasonable (e.g., fraud, threats, unlawful conduct, repeated abuse).

(d) Confidentiality / Misuse / Security Risk. Any misuse of Confidential Information, unauthorized disclosure, security-compromising conduct, unauthorized access, credential abuse, or conduct that creates a material security or legal risk.

(e) Harassment / Threats / Abusive Conduct. Threats, harassment, discrimination, or abusive conduct directed toward NE6™ personnel or subcontractors, including repeated hostile communications after a written warning.

(f) Illegal / Unethical Requests. Requests for illegal, deceptive, unethical, fraudulent, or rights-infringing Services or Deliverables, or attempts to pressure NE6™ to conceal or misrepresent facts.

(g) Repeated Scope/Process Violations or Non-Cooperation. Persistent failure to follow scope control, change control, Acceptance processes, or Official Channel requirements; refusal or repeated failure to provide required inputs, access, approvals, or a Designated Decision-Maker such that NE6™ cannot reasonably perform.

27.3 Effects of Termination

Upon termination for any reason:

(a) Immediate Cessation of Services. NE6™’s obligation to provide further Services and Deliverables ceases immediately, except as expressly agreed in writing.

(b) Access and Credentials. Where NE6™ controls access to Client workspaces, environments, or tools created/managed by NE6™ as part of the Engagement, NE6™ may revoke or restrict access to protect security, prevent misuse, or enforce non-payment remedies, subject to applicable law and any controlling SOW provisions.

(c) Payment Obligations; Acceleration.

Client remains responsible for payment for all Services performed, Deliverables delivered/Accepted (including Deemed Acceptance), approved Pass-Through Costs, and any other amounts owed through the termination effective date.
To the maximum extent permitted by law, all outstanding invoices for work already performed and billed (or billable under the controlling SOW/invoice terms) become immediately due upon termination.

(d) No Refund for Work Performed. Fees for Services already performed are non-refundable except to the extent required by law or expressly stated in a controlling SOW.

(e) Prepaid Allocations. Any prepaid hours, retainer time, or other prepaid allocations are governed by the applicable rules in Section 6 and the controlling invoice/SOW (including expiration, non-transferability, and non-refundability except as required by law). Termination does not create any refund right unless required by law or expressly stated in writing.

(f) Status of In-Progress Work. Any partially completed Deliverables may remain incomplete. NE6™ has no obligation to complete partially completed work post-termination unless the parties agree in writing, including pricing, timeline, and a payment arrangement.

27.4 Survival of Terms

The following survive termination, completion, suspension, and expiration of the Engagement to the maximum extent permitted by law:

confidentiality and data provisions (including Section 19 and any DPA terms);
intellectual property and licensing provisions (Sections 16–18 and Section 6.1.11);
payment obligations and collections remedies (Sections 10–12 and Section 11);
non-solicitation (Section 23) and related liquidated damages;
limitation of liability and damage exclusions (Section 25);
indemnification and defense obligations (Section 26);
any other provisions that by their nature are intended to survive.

27.5 Post-Termination Transition Services (Optional; Billable; Preconditions)

(a) No Included Transition. Unless expressly stated in a controlling SOW, NE6™ has no obligation to provide post-termination transition support, handover assistance, vendor onboarding, file consolidation, repository transfers, credential handover coordination, or knowledge transfer.

(b) Optional Billable Transition. If Client requests and NE6™ agrees in writing to provide transition services, such services are billable at NE6™’s Postpaid Hourly Rate’s in effect at the time the transition services are performed (unless NE6™ agrees in writing to a different rate).

(c) Prepayment / Clearance Conditions. NE6™ may require (i) payment in Cleared Funds of all outstanding amounts, and/or (ii) an advance deposit or prepaid allocation specifically for transition services, before commencing transition services.

(d) Security and Verification. NE6™ may require reasonable identity/authority verification, access confirmation, and written instructions from Client’s Designated Decision-Maker before transferring credentials, repositories, or sensitive materials.

SECTION 28: FORCE MAJEURE & UNFORESEEABLE EVENTS

28.1 Force Majeure Event; Governing Definition

“Force Majeure Event” has the meaning stated in Section 2.1. Section 2.1 controls in the event of any inconsistency.

28.2 Performance Excused; Suspension of Obligations

If a Force Majeure Event prevents or materially delays a party’s performance:

the affected party’s performance is excused to the extent and for the duration the Force Majeure Event prevents performance;
deadlines and timelines affected by the Force Majeure Event are extended by the duration of the Force Majeure Event plus a reasonable restart period; and
the parties will use commercially reasonable efforts to mitigate the impact.

28.3 Allocation of Risk; No Liability for Force Majeure Delay

To the maximum extent permitted by applicable law:

neither party is liable for failure or delay caused by a Force Majeure Event; and
any resulting delay does not constitute breach.

For avoidance of doubt, Force Majeure does not excuse Client’s obligation to pay for Services already performed, Deliverables already delivered/Accepted, or Pass-Through Costs already incurred on Client’s behalf, unless applicable law provides otherwise or the parties agree in writing.

28.4 Prolonged Force Majeure; Termination Option

If a Force Majeure Event continues for more than thirty (30) calendar days and materially prevents performance of a material portion of the Engagement:

either party may terminate the affected Engagement upon written notice through an Official Channel; and
Client remains responsible for amounts owed for Services performed and Pass-Through Costs incurred up to the effective termination date.

Prepaid allocations remain governed by Section 6 and the controlling invoice/SOW (including expiration rules), except as required by law or stated in an executed written agreement.

28.5 Communications During Force Majeure

NE6™ will use reasonable efforts to provide status updates during a Force Majeure Event through available Official Channels. The Support Ticket Portal remains the authoritative Communication Record where available; email may be used as a backup if the Support Ticket Portal is unavailable.

SECTION 29: GOVERNING LAW, VENUE, AND OPTIONAL MEDIATION

29.1 Governing Law (Massachusetts)

These Terms & Conditions (the “Terms”), any Statement of Work (“SOW”), any Work Order / Scope Memo treated as an SOW under these Terms, and any dispute, Claim, or controversy arising out of or relating to the parties’ relationship, the Engagement, any Services, any Deliverables, billing, payment, disputes, chargebacks, credits, refunds, or enforcement (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict-of-law principles that would require application of the laws of another jurisdiction.

29.2 Exclusive Venue and Jurisdiction (Massachusetts Courts)

Except as expressly provided in Section 29.3 (Optional Mediation), Section 29.8 (Small Claims Exception), and any non-waivable consumer rule stated in Section 34, any lawsuit, action, or proceeding arising out of or relating to these Terms or the parties’ relationship shall be brought exclusively in one of the following forums:

(a) the state courts located in the Commonwealth of Massachusetts that have subject-matter jurisdiction; and/or

(b) the United States District Court for the District of Massachusetts, if federal subject-matter jurisdiction exists.

Each party irrevocably:

(i) consents to personal jurisdiction in the forums stated above;

(ii) waives any objection that such forum is improper or inconvenient; and

(iii) agrees not to commence or maintain any action in any other forum to the maximum extent permitted by law.

29.3 Optional Mediation (Good-Faith Option; Not Mandatory)

Mediation is an optional good-faith dispute-resolution mechanism. Mediation is not mandatory unless both parties expressly agree in writing, for the specific Dispute, to submit the Dispute to mediation.

A request for mediation:

(a) does not waive, limit, or delay either party’s right to seek temporary, preliminary, or permanent injunctive or equitable relief where appropriate (including without limitation for misuse of Deliverables, unauthorized use, license suspension enforcement, confidentiality breaches, non-solicitation issues, or access/security issues); and

(b) does not suspend or extend any contractual deadlines unless the parties agree in writing.

29.4 Mediation Request Procedure; Ticket-First Communications

If a party requests mediation, the requesting party must submit the request through Official Channels in accordance with the Ticket-First rule:

(a) Primary: Support Ticket Portal submission;

(b) Backup: email to the designated NE6™ address stated in these Terms, only if the Support Ticket Portal is unavailable.

The mediation request must include, at minimum:

(i) a short description of the Dispute and the relevant dates;

(ii) the relief requested;

(iii) the key documents reasonably necessary to understand the Dispute (e.g., invoice number, SOW reference, ticket ID(s), Delivery Notification ID(s), defect report ticket ID(s), and relevant Communication Records); and

(iv) one or more proposed mediators or mediation providers (if any).

29.5 Mediator / Provider Selection; Timing

(a) Provider Options. The parties may use the American Arbitration Association (“AAA”) mediation services or another mutually agreed mediation provider.

(b) Selection by Agreement. The parties shall attempt in good faith to agree on a mediator and schedule within a reasonable time after the mediation request is submitted.

(c) If No Agreement. If the parties cannot agree on a mediator/provider within fifteen (15) Business Days after the mediation request (unless extended by mutual written agreement), either party may proceed with litigation pursuant to Section 29.2, without further obligation to mediate.

29.6 Mediation Format; Fees and Costs

Unless otherwise agreed in writing for a specific Dispute:

(a) each party bears its own attorneys’ fees and internal costs incurred in connection with mediation preparation and attendance;

(b) the parties share the mediator/provider’s fees and costs equally; and

29.7 Confidentiality of Mediation

To the maximum extent permitted by law and unless the parties agree otherwise in writing:

(a) mediation is confidential and treated as “without prejudice”;

(b) statements, communications, settlement offers, and positions taken during mediation are not admissible in court or in any other proceeding, except (i) to enforce a written settlement agreement executed by the parties, or (ii) to the extent required by law or court order.

29.8 Small Claims Exception (Massachusetts)

Notwithstanding Section 29.2, either party may bring an eligible claim in Massachusetts small claims court if the claim qualifies under then-applicable Massachusetts small-claims limits and procedural rules. This exception does not expand or alter remedies, damages, or caps otherwise limited by these Terms, except to the extent a limitation is not enforceable as a matter of applicable law.

29.9 Preservation of Contractual Limitations

For avoidance of doubt, nothing in this Section 29:

(a) expands NE6™’s obligations beyond those stated in these Terms and the controlling SOW;

(b) modifies the payment and dispute processes (including Dispute-First and ticket-first requirements); or

(c) modifies Section 25 (Limitation of Liability) or other risk allocation terms, except to the extent a modification is expressly stated in an executed written agreement that satisfies the amendment requirements of these Terms or is required by non-waivable law (including as may be stated in Section 34).

SECTION 30: WAIVERS, CLASS ACTIONS, JURY RIGHTS, AND ATTORNEYS’ FEES

30.1 Jury Trial Waiver (B2B Core; Consumer Overlay in Section 34)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, ANY SOW, ANY WORK ORDER / SCOPE MEMO TREATED AS AN SOW, ANY DELIVERABLE, ANY INVOICE, ANY PAYMENT DISPUTE, OR THE PARTIES’ RELATIONSHIP.

This waiver applies to any Claim whether sounding in contract, tort, statute, equity, or otherwise. Where any non-waivable consumer rule applies, it is governed by Section 34.

30.2 Class / Collective / Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR MULTI-PLAINTIFF ACTION OR PROCEEDING, INCLUDING WITHOUT LIMITATION ANY PRIVATE ATTORNEY GENERAL ACTION.

30.3 Severability; Maximum Enforcement of Waivers

If a court of competent jurisdiction determines that any portion of Section 30.1 or 30.2 is invalid or unenforceable as written:

(a) such provision shall be enforced to the maximum extent permitted by law;

(b) the unenforceable portion shall be severed or narrowed only to the minimum extent necessary to render it enforceable; and

30.4 Attorneys’ Fees and Costs (Prevailing Party; Enforcement and Collections)

To the maximum extent permitted by law:

(a) If NE6™ is the Prevailing Party in any action, proceeding, or dispute arising out of or relating to these Terms or the parties’ relationship (including without limitation invoice collection matters, chargeback disputes, enforcement of license restrictions, confidentiality enforcement, non-solicitation enforcement, or injunctive relief actions), Client shall pay NE6™’s reasonable attorneys’ fees, court costs, expert fees (if any), and enforcement-related expenses actually incurred.

(b) “Prevailing Party” includes a party that obtains material relief through judgment, dismissal with prejudice, injunctive relief, a court order materially enforcing rights, or a settlement in which the non-prevailing party provides material relief or consideration in favor of the prevailing party (including payment, injunctive commitments, return of property/data, or enforceable corrective action).

30.5 Client Attorneys’ Fees Against NE6™ (Law-Required Only)

Client may not recover attorneys’ fees from NE6™ unless such recovery is expressly required by applicable law and cannot be waived by contract (including as may be addressed in Section 34 where applicable).

30.6 Attorneys’ Fees and Enforcement Costs Are Additional (No Offset)

Attorneys’ fees, collection fees, filing fees, mediator fees, and enforcement costs:

(a) are separate from and in addition to amounts owed for Services, invoices, Late Fees, Interest Charges, Administrative Collection Fees, Chargeback Handling Fees, Pass-Through Processor/Network Fees, and other amounts permitted under these Terms; and

(b) do not reduce or replace Client’s payment obligations unless NE6™ expressly agrees otherwise in writing.

SECTION 31: GENERAL PROVISIONS AND MISCELLANEOUS

31.1 Entire Agreement; Order of Precedence

These Terms, together with any controlling SOW, Work Order / Scope Memo treated as an SOW under these Terms, Change Order (if used), and any separate written NDA executed by both parties, constitute the entire agreement between the parties regarding the subject matter of the Engagement and supersede all prior or contemporaneous proposals, statements, representations, negotiations, and communications (whether oral or written) regarding that subject matter.

If there is a conflict between documents, the order of precedence stated in the Terms’ order-of-precedence section controls (and if no such section exists yet in the current draft, conflicts are resolved by: (i) a later-in-time executed Change Order; then (ii) the controlling SOW/Work Order; then (iii) these Terms; then (iv) non-binding proposals/estimates).

31.2 No Waiver; Cumulative Remedies

NE6™’s failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in a writing signed by the waiving party and must specifically identify the provision waived. A waiver of one breach is not a waiver of any future breach. All rights and remedies are cumulative unless expressly stated otherwise.

31.3 Severability; Minimum Modification

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be severed or modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. The parties intend these Terms to be enforced to the maximum extent permitted by law.

31.4 No Partnership; No Joint Venture; No Agency; No Employment

Nothing in these Terms creates a partnership, joint venture, agency relationship, fiduciary relationship, or employment relationship between the parties. Neither party has authority to bind the other, except as expressly stated in a written agreement executed in accordance with these Terms.

31.5 Amendment and Modification (Strict)

These Terms may be modified only by a written amendment executed by authorized representatives of both parties that expressly states the intent to modify these Terms. Informal communications (including chats, calls, or casual emails) do not amend these Terms.

Engagement-specific scope changes must be documented through the change-control mechanism defined in these Terms (e.g., Change Order, revised SOW, or approved Work Order / Scope Memo, as applicable).

31.6 Notices and Official Communications; Ticket-First Rule

(a) Official Channels; Ticket-First. Unless a specific SOW expressly states a different required method, official notices, requests, approvals, disputes, acceptance/rejection submissions, mediation requests, termination notices, and other process-driven communications must be submitted through the Support Ticket Portal as the primary Official Channel and authoritative Communication Record.

(b) Backup Channel (Email). If the Support Ticket Portal is unavailable, email may be used as a backup Official Channel.

(c) Physical Mail (Limited). Where physical mail is required by law or expressly required by a particular section of these Terms, NE6™ will provide a mailing address upon written request through an Official Channel. Client shall not rely on any unconfirmed address or mail notices/payments to a general business address unless NE6™ has provided written instructions for that specific purpose.

(d) Deemed Receipt; Operational Notices. Ticket submissions are deemed received when the ticket is successfully submitted and a ticket identifier is generated. Emails are deemed received when sent without a delivery-failure notice (recognizing routing/filtering risk). Authorized mailed notices are deemed received within a reasonable time after mailing consistent with applicable law and the delivery method.

31.7 Assignment

NE6™ may assign these Terms (in whole or in part) to an affiliate, successor entity, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without Client’s consent. Client may not assign or transfer its rights or obligations without NE6™’s prior written consent, and any attempted assignment in violation of this Section is void.

31.8 Counterparts; Electronic Signatures; Electronic Acceptance

These Terms and any SOW/Change Order may be executed in counterparts and by electronic signature. Copies, scans, PDF signatures, and e-signature platform signatures are treated as originals. Where these Terms permit written approval through Official Channels for a Work Order / Scope Memo or Change Order, such written approval is binding to the extent stated in these Terms.

31.9 Interpretation Rules

(a) Headings are for convenience only and do not affect interpretation.

(b) “Including” means “including without limitation.”

(c) The parties intend interpretations that best reflect: (i) the written scope and assumptions in the controlling SOW/Work Order; and (ii) the risk allocation set forth in these Terms.

(d) Any ambiguity shall not be construed against a party solely because that party drafted the language.

31.10 Language

These Terms are written in English. Any translation is for convenience only. The English version controls.

31.11 Portfolio & Publicity Rights (B2B Core; Consumer Overlay in Section 34)

(a) Permitted Portfolio Use. NE6™ may reference the Engagement in its portfolio and marketing materials solely to demonstrate NE6™ capabilities, including: Client’s name and logo, high-level non-confidential descriptions, and non-sensitive screenshots or excerpts of Deliverables that are already publicly visible or that do not reveal Confidential Information.

(b) No Confidential Information. NE6™ will not publish Confidential Information, internal-only data, credentials, private metrics, non-public roadmaps, proprietary source code, or other non-public sensitive information without Client’s prior written consent.

(c) Client Takedown Request for Portfolio Items. If Client reasonably believes a portfolio item reveals Confidential Information or sensitive non-public details, Client may request removal through an Official Channel, identifying the specific item and the specific concern; NE6™ will review in good faith and will remove or revise the item within a reasonable time if the concern is valid.

(d) Third-Party Restrictions. Portfolio use is subject to third-party platform rules and license terms where applicable.

SECTION 32: PRODUCT PLATFORMS AND SEPARATE TERMS

32.1 Separate Product Terms May Apply (Products vs. Professional Services)

NE6™ may, now or in the future, develop, operate, license, or provide access to proprietary products, platforms, applications, directories, hosted services, or software-as-a-service offerings (each, a “Product Platform”), including without limitation any NE6™-branded or NE6™-operated platform (e.g., RouteProof™, the New England Connect™ Platform, and/or other NE6™ offerings).

If Client (or any Authorized User acting on Client’s behalf) accesses, uses, registers for, installs, downloads, or otherwise interacts with a Product Platform, then separate product-specific terms may apply to that Product Platform, including without limitation a Product Terms of Service, End User License Agreement (EULA), Acceptable Use Policy (AUP), Privacy Policy, Data Processing Addendum, service-level terms, subscription terms, or similar product terms (collectively, “Product Terms”).

For avoidance of doubt:

(a) these Terms govern NE6™’s Professional Services and service-delivery relationship unless a controlling SOW expressly states otherwise; and

(b) Product Terms (if any) govern access to and use of the applicable Product Platform, including account usage, platform rules, subscriptions, acceptable use, and platform-specific restrictions.

32.2 Product Terms Control Product Use; These Service Terms Continue to Govern Professional Services

Where Product Terms apply to a Product Platform:

(a) Product Terms govern Client’s access to and use of that Product Platform;

(b) Product Terms take precedence over these Terms for any provision that is specifically about Product Platform access, account usage, platform functionality, platform restrictions, subscriptions, and platform-specific compliance; and

(c) these Terms continue to govern NE6™’s Professional Services (including without limitation consulting, implementation, configuration, customization, creative work, research, integrations, support services, defect handling, deliverable acceptance, payment/collections, and related service mechanics), unless the Product Terms expressly and unambiguously state that they replace or modify specific Professional Services provisions, or unless an SOW expressly and unambiguously states otherwise.

No Product Platform is provided “by implication.” Client receives Product Platform access only when NE6™ expressly provides it (for example, via account creation, an invite, license issuance, or a written access authorization in a Communication Record).

32.3 Illustrative Application (Product Rules vs. Service Work)

If NE6™ provides Client access to a Product Platform (for example, a hosted directory or application), then:

(a) the Product Terms govern permitted use, account controls, acceptable use restrictions, subscription rules, and platform-specific requirements; and

(b) these Terms (and any controlling SOW) govern NE6™’s Professional Services work relating to that Product Platform (for example, setup, configuration, implementation, design, integrations, customization, training, or custom development), unless the parties expressly agree otherwise in writing.

32.4 Conflicts, Clarification, and Ticket-First Resolution

If Client believes there is a conflict between Product Terms and these Terms (or between Product Terms and an SOW) for a particular issue, Client must submit a Support Ticket through an Official Channel identifying:

(a) the Product Platform at issue;

(b) the specific provision(s) believed to conflict; and

NE6™ will respond through the Support Ticket Portal with a written determination identifying which terms govern the specific issue, based on:

(i) the order of precedence in Section 33; and

(ii) the product-vs-services separation described in Section 32.2.

For avoidance of doubt, nothing in this Section 32:

(a) creates a warranty, service level, uptime obligation, or support obligation for any Product Platform unless expressly stated in the applicable Product Terms and/or a controlling SOW; or

(b) modifies any non-waivable consumer protections, which are addressed (if applicable) in Section 34.

SECTION 33: ORDER OF PRECEDENCE, SERVICE-SPECIFIC CONTROL, AND AMENDMENT CONFIRMATION

33.1 Document Hierarchy and Precedence (Highest to Lowest)

If there is any conflict, inconsistency, or ambiguity among documents governing the parties’ relationship for a specific issue, the following order of precedence applies (highest to lowest), except to the extent prohibited by applicable law or modified by a later-in-time written amendment executed in accordance with these Terms:

(A) Non-Waivable Law; Consumer Overlay

Any non-waivable requirement imposed by applicable law controls, including any consumer-specific, non-waivable provisions addressed in Section 34, if applicable.

(B) Mutually Executed NDA (Confidentiality-Specific Provisions Only)

A mutually executed, written Non-Disclosure Agreement (NDA) controls only for confidentiality-specific provisions to the extent it expressly governs the Confidential Information at issue and is not inconsistent with non-waivable law.

Any executed Change Order, amendment, or written modification that (i) is specific to the engagement and (ii) is executed/accepted in the manner required by these Terms, controls for the subject matter it specifically addresses.

(D) Controlling SOW / Work Order / Scope Memo for the Specific Engagement

The controlling SOW (and any Work Order / Scope Memo that these Terms treat as an SOW) controls for service-specific scope, deliverables, acceptance criteria, timeline, dependencies, pricing, rate basis, and engagement-specific rules for the subject matter it addresses.

(E) Product Terms (Product-Only Provisions)

If the issue concerns access to, use of, or restrictions applicable to a Product Platform, the applicable Product Terms control for product-specific provisions as described in Section 32.2.

(F) These Terms & Conditions (This Document)

These Terms control the general legal framework and default operational rules across engagements, including payment/collections mechanics, acceptance governance, dispute processes, IP/license defaults, risk allocation, limitation of liability, indemnification, termination mechanics, and related general provisions, except where a higher-precedence document expressly and unambiguously controls a specific service-specific or product-specific matter.

(G) NE6™ Website Content and Informational Policies

NE6™ website content and general informational policies are non-binding unless expressly incorporated by reference into a controlling SOW, Product Terms, or written amendment executed in accordance with these Terms.

33.2 SOW Controls Service-Specific Terms (Engagement-Level Single Source)

For each engagement, the controlling SOW (or Work Order / Scope Memo treated as an SOW) is the definitive specification for that engagement’s service-specific details, including without limitation:

(a) Scope and exclusions;

(b) Deliverables and Acceptance Criteria;

(d) pricing, rates, and payment schedule;

(e) assumptions, Client responsibilities, and constraints (including Deliverable Constraints / AI Usage Tier, Priority Tier, and any required inputs/access); and

(f) any engagement-specific exceptions expressly stated.

If a service-specific detail in the controlling SOW conflicts with these Terms, the SOW controls for that specific detail, for that specific engagement, and only to the minimum extent necessary to resolve the conflict.

33.3 These Terms Control the Legal Framework (Defaults and Cross-Engagement Rules)

These Terms govern (without limitation) the following cross-engagement and legal framework items unless a higher-precedence document expressly and unambiguously overrides a specific provision:

(a) payment administration framework, disputes, remedies for nonpayment, and collections mechanics;

(b) deliverable acceptance framework and defect reporting rules (where applicable);

(c) intellectual property default posture, licensing conditions, restrictions, and payment-conditioned license enforcement;

(d) limitation of liability, damage exclusions, and risk allocation;

(e) indemnification and related risk allocation;

(f) termination rights and post-termination effects;

(g) governing law, venue, optional mediation procedures, and waivers; and

(h) general provisions, notices, and ticket-first operational rules.

33.4 Amendment Process; Change Orders; No Informal Modification

(A) Written Amendments Only. Any amendment to these Terms, any controlling SOW, or Product Terms (if applicable) must be in writing and executed by authorized representatives of both parties, unless these Terms expressly permit acceptance by written confirmation through an Official Channel for a specific engagement modification (for example, a Change Order or approved Work Order / Scope Memo as allowed by these Terms).

(B) Scope Changes. Scope changes for an engagement must be handled using a Change Order, revised SOW, or another expressly permitted written change-control mechanism under these Terms.

(C) No Informal Modification. Informal communications (including calls, chats, messages, or casual emails) do not modify these Terms unless the parties expressly and clearly agree in a signed writing or an approval mechanism expressly authorized by these Terms is satisfied.

33.5 Entire Agreement Confirmation (Engagement Authorization)

By executing, accepting, paying for, or otherwise authorizing an SOW (including approving a Work Order / Scope Memo treated as an SOW), Client confirms that:

(a) Client has read and understands these Terms;

(b) Client agrees to be bound by these Terms and the controlling SOW for the engagement;

(d) the controlling SOW, these Terms, and any applicable NDA (and Product Terms, if a Product Platform is used) collectively govern the engagement, subject to the order of precedence in this Section 33 and any non-waivable law (including as may be addressed in Section 34).

SECTION 34: CONSUMER OVERLAY (B2C) — NON-WAIVABLE RIGHTS; REQUIRED DISCLOSURES; OVERRIDES

34.1 Purpose; B2B-First Structure; How This Section Works

34.1.1 B2B-first Terms; consumer overlay only where required.

These Terms are drafted primarily for B2B professional services engagements. This Section 34 applies only to a Consumer Engagement (as defined in Section 2) and is intended to: (a) preserve non-waivable consumer rights; (b) add any consumer-required disclosures; and (c) override specified provisions in Sections 1–33 only to the extent required by Non-Waivable Law.

34.1.2 B2B terms still apply unless overridden.

For a Consumer Engagement, all provisions of Sections 1–33 apply except where (i) this Section 34 expressly states an override, or (ii) Non-Waivable Law requires a different outcome.

34.1.3 No implied expansion.

Nothing in this Section 34 creates any refund right, cancellation right, warranty, remedy, scheduling obligation, ownership transfer, or service level beyond what is expressly stated in these Terms, the controlling SOW/Work Order (if any), and Non-Waivable Law.

34.1.4 Consumer complaint and payment-dispute rights preserved.

Nothing in these Terms prevents a Consumer from contacting regulators (including the Massachusetts Attorney General), filing complaints, disputing a charge with a payment provider, or pursuing rights that cannot be waived under applicable consumer protection law.

34.2 Precedence; Non-Waivable Law Controls; Conflict Rules

34.2.1 Precedence for Consumer Engagements.

For a Consumer Engagement, the order of control is:

(A) Non-Waivable Law; then

(B) this Section 34 (Consumer Overlay); then

(C) the remainder of these Terms (Sections 1–33), the controlling SOW/Work Order (if any), and Product Terms (if any), applied consistently with Non-Waivable Law.

34.2.2 Conflict handling.

If there is a direct conflict between this Section 34 and any other provision of these Terms, this Section 34 controls for the Consumer Engagement to the extent required by Non-Waivable Law. If no Non-Waivable Law requires the override, then the B2B-first provision controls.

34.2.3 Severability applied narrowly.

If any consumer-related waiver, limitation, or restriction is held unenforceable as applied to a Consumer, it is severed or limited only as applied to the Consumer Engagement, and the remainder of the Terms remains enforceable to the maximum extent permitted.

34.3 Consumer Engagement Identification; Capacity; No “Business-by-Default”

34.3.1 Consumer definition controls.

“Consumer” has the meaning stated in Section 2. If an individual is acting primarily in a business, professional, commercial, organizational, or independent-contractor capacity, the individual is not a Consumer for purposes of this Section 34.

34.3.2 Capacity clarification.

If a Consumer accepts these Terms in an individual capacity, the Consumer is personally bound, subject to Non-Waivable Law.

34.3.3 Mixed-purpose engagements.

If an engagement is mixed-purpose and the primary purpose is reasonably disputed, the Parties will evaluate the engagement facts in good faith using the Communication Record and the stated purpose of the Services/Deliverables.

34.4 Consumer Disclosures for Fees, Pricing, and “Total Cost” Transparency

34.4.1 Clear disclosure standard (Consumer Engagements).

For a Consumer Engagement, NE6™ will provide consumer-facing disclosures of material price terms and mandatory fees in a clear manner before the Consumer becomes obligated to pay, consistent with applicable law. These disclosures may be provided via the controlling invoice, checkout page, written quote, SOW/Work Order, or other written Communication Record.

34.4.2 Fee categories covered.

Without limiting other disclosure obligations, consumer-facing disclosure requirements may apply to:

(a) recurring charges (if any), frequency, and amount;

(b) late fees, interest, and collection-related charges (Section 11);

(d) cancellation timing rules and how to cancel (Section 6.3 and this Section 34); and

(e) any other mandatory fees assessed in connection with the Consumer Engagement.

34.4.3 If a disclosure rule is stricter, it controls.

If Non-Waivable Law requires a specific format, timing, or conspicuousness level for disclosures (including for renewals, “negative option” features, or fee presentation), NE6™ will follow that rule for Consumer Engagements.

34.5 Recurring Payments; Auto-Renewal / Negative Option Features; Cancellation Mechanics

This Section 34.5 applies only if NE6™ offers a Consumer a recurring-billing engagement (including any Monthly Retainer offered to Consumers) that renews unless canceled.

34.5.1 Affirmative consent required where required.

For Consumer Engagements that include a Negative Option Feature, NE6™ will obtain any affirmative consent required by Non-Waivable Law and will provide required pre-enrollment disclosures (including price, billing frequency, and cancellation method).

34.5.2 Cancellation methods; “as-easy-as-sign-up” principle where required.

For Consumer Engagements with a Negative Option Feature, the Consumer may cancel using one or more methods made available by NE6™, and NE6™ will provide at least one cancellation method that satisfies any “as-easy-as-sign-up” or equivalent Non-Waivable Law standard, if applicable. Without limiting the foregoing:

(a) Self-serve cancellation (Stripe / processor portal). If the recurring charge was initiated through a payment processor that provides a customer portal or self-serve cancellation workflow, NE6™ may provide access to that workflow and treat it as an approved cancellation method.

(b) Official Channels (ticket/email) remain valid. The Consumer may also cancel by submitting a Support Ticket (Section 9 and Section 31.6) or by emailing contact@NE6.us (backup channel).

(c) No phone requirement unless legally required. NE6™ does not accept cancellation by phone unless required by Non-Waivable Law or NE6™ expressly provides a phone cancellation method in writing for that Consumer Engagement.

34.5.3 When cancellation is effective; billing cutoff; operational handling.

(a) Processor-portal cancellation. If the Consumer cancels via the processor portal, cancellation is effective when the portal reflects cancellation.

(b) Ticket/email cancellation. If cancellation is submitted via ticket/email, cancellation is effective when received in NE6™’s systems (i.e., timestamped ticket creation or email receipt without bounce), subject to the timing limitations below.

(c) Timing limitation close to renewal. If a cancellation request is submitted very near the renewal processing time such that it cannot reasonably be applied before the renewal charge is processed, NE6™ will cancel future renewals as promptly as practicable. If Non-Waivable Law requires a refund or credit for a renewal charge that occurred after a timely cancellation request, NE6™ will comply.

34.5.4 No penalty for canceling; fees earned remain earned.

Cancellation stops future renewal billing. Amounts already earned for Services performed remain owed (or non-refundable if already paid), except as required by Non-Waivable Law or expressly stated in a controlling written agreement.

34.5.5 Consumer clarity override to Section 6.3.

For Consumer Engagements, the cancellation mechanics in this Section 34.5 control over any conflicting mechanics in Section 6.3.4 to the extent required by Non-Waivable Law.

34.6 Refunds, Prepaid Hours, Expiration, and “Stored Value” Avoidance

34.6.1 No refund for work performed; law controls.

For Consumer Engagements, fees for Services already performed are non-refundable except to the extent required by Non-Waivable Law or expressly stated in a controlling written agreement (see Section 27 and Section 24.6).

34.6.2 Prepaid allocations remain professional-services time, not cash value.

For Consumer Engagements, any prepaid hour blocks, retainers, or other prepaid allocations are professional-services time allocations governed by Section 6 and the controlling invoice/SOW/Work Order, and are not a bank account, stored-value instrument, or deposit account.

34.6.3 Expiration and extensions; consumer law carveout.

Expiration, extension options, and “no carryover” rules in Section 6 and the Appendices apply to Consumer Engagements except where Non-Waivable Law requires a longer validity period, different disclosures, a different treatment of remaining value, or other consumer protections. If required by law, NE6™ will apply the consumer-required treatment.

34.7 Late Fees, Interest, Collections Charges; Consumer Limitations

34.7.1 Section 11 applies only as permitted.

For Consumer Engagements, Section 11 (Late Fees, Interest, Administrative Collection Fee, Good Faith Payments, and Collections) applies only to the extent permitted by Non-Waivable Law, and only if properly disclosed as required by Non-Waivable Law.

34.7.2 No deceptive collection practices; consumer debt rules preserved.

NE6™ will not use collection practices prohibited by applicable consumer-protection law. Any consumer-specific debt-collection rights, notice requirements, or dispute rights that cannot be waived are preserved.

34.7.3 Reasonableness and proportionality.

Where Non-Waivable Law applies a reasonableness, proportionality, or “not a penalty” standard to default charges, NE6™ intends that Section 11 charges be interpreted and applied consistent with that standard.

34.8 Disputes, Chargebacks, Pass-Through Fees, and Rerate/Rebill in Consumer Context

34.8.1 Dispute-first process remains the primary channel (with consumer carveouts).

For Consumer Engagements, the Dispute-First Requirement in Section 12 remains the intended first step for resolving Billing Errors and performance disputes, but nothing in these Terms restricts a Consumer’s non-waivable right to dispute a charge with a payment provider or pursue statutory consumer remedies.

34.8.2 Chargeback Handling Fee; consumer limitations.

For Consumer Engagements, any Chargeback Handling Fee (Section 12 and Section 2 definitions) may be assessed only to the extent:

(a) permitted by Non-Waivable Law; and

(b) permitted by applicable payment-processor and card-network rules; and

If Non-Waivable Law prohibits imposing a chargeback-related fee in a Consumer context (or prohibits it for certain dispute categories), NE6™ will not assess it in that prohibited circumstance.

34.8.3 Pass-through fees; consumer limitations.

For Consumer Engagements, pass-through of processor/network fees (Sections 12–13; Section 2 definition of Pass-Through Processor/Network Fees) is permitted only to the extent allowed by Non-Waivable Law and processor/network rules, and only if disclosed as required.

34.8.4 Rerate/Rebill for prepaid-discounted work; consumer constraints.

(a) B2B rule cross-reference. Section 12.6 (Rerate/Rebill mechanics) and related provisions are drafted primarily for business risk-control scenarios involving prepaid discounted pricing.

(b) Consumer rule. For a Consumer Engagement, NE6™ may apply rerate/rebill only where permitted by Non-Waivable Law and processor/network rules, and only for the specifically disputed prepaid-discounted Services/Deliverables tied to the Chargeback Event (no unrelated mixing), and only where the factual prerequisites in Section 12 are satisfied (e.g., Improper Chargeback and related conditions).

(c) Billing error exception preserved. If a chargeback is resolved in the Consumer’s favor due solely to an objectively verifiable NE6™ Billing Error (as defined in Section 12.4D), NE6™ will not apply rerate/rebill for that Chargeback Event and will correct the Billing Error consistent with the determination.

(d) No expansion beyond Standard Postpaid Rate absent written agreement. Any rerate amount, if permitted, will not exceed the Standard Postpaid Hourly Rate unless a controlling written agreement expressly states otherwise and Non-Waivable Law permits.

34.9 Delivery, Acceptance, “Deemed Acceptance,” and Defect Handling for Consumers

34.9.1 Sections 14–15 apply; consumer notice limitations.

For Consumer Engagements, Sections 14 (Acceptance) and 15 (Defect Reporting/Management) apply as the default operational framework except that any consumer-required notice and acceptance limitations, if applicable, control.

34.9.2 No silent waiver by “use” where prohibited.

If Non-Waivable Law restricts “deemed acceptance,” “use equals acceptance,” or waiver-by-silence concepts for Consumers, then those concepts do not apply to the Consumer Engagement to the extent prohibited. Where allowed, NE6™ intends that a Consumer receive a meaningful opportunity to review and raise issues through an Official Channel.

34.9.3 Defect remedies; law controls.

If Non-Waivable Law requires specific consumer remedies for defects or nonconformity, those remedies apply notwithstanding any limitations elsewhere, including any “exclusive remedy” framing in Section 24.6, to the extent required by law.

34.10 Warranties, Disclaimers, and “As-Is” Language in Consumer Context

34.10.1 Workmanlike services baseline.

For Consumer Engagements, NE6™ provides the express warranties stated in Sections 15.6(A) and 24.1 (as applicable) and intends Services to be performed in a professional and workmanlike manner consistent with the controlling scope.

34.10.2 Disclaimers limited by Non-Waivable Law.

For Consumer Engagements, any disclaimers of implied warranties, “as-is” delivery language, or limitation-of-remedy language in Sections 15, 24, and elsewhere apply only to the extent permitted by Non-Waivable Law. For clarity, this limitation applies specifically to Section 15.6 (Warranty Disclaimer on Defects) and Section 24.7 (Disclaimer of Implied Warranties; “As-Is” Delivery), and to any other disclaimer or limitation language in these Terms, each of which remains effective for a Consumer only to the maximum extent permitted by applicable law. If Non-Waivable Law preserves certain warranties or remedies that cannot be disclaimed, those warranties/remedies are preserved.

34.10.3 High-stakes reliance disclaimers remain, subject to law.

Section 24.4 (regulated/high-stakes reliance) remains applicable for Consumer Engagements to the extent permitted by law, including that NE6™ is not providing legal/medical/financial advice, and that the Consumer remains responsible for decisions and compliance unless a controlling written agreement expressly states otherwise.

34.11 Limitation of Liability, Statutory Consumer Remedies, and Massachusetts 93A

34.11.1 Section 25 applies only as permitted.

For Consumer Engagements, the limitation of liability and damages caps in Section 25 apply only to the extent permitted by Non-Waivable Law.

34.11.2 Statutory consumer rights preserved.

Any non-waivable consumer statutory rights or remedies (including those that cannot be capped, waived, or restricted by contract) are preserved, including as referenced in Section 25.2(I) (Consumer Statutory Rights).

34.11.3 No restriction of regulator complaint rights.

Nothing in Section 25 (or elsewhere) restricts a Consumer’s right to file complaints with regulators or pursue non-waivable statutory remedies.

34.12 Governing Law, Venue, Class Waivers, Jury Waivers, Attorneys’ Fees in Consumer Context

34.12.1 Governing law remains Massachusetts (unless Non-Waivable Law requires otherwise).

Section 29.1 (Massachusetts governing law) applies to Consumer Engagements to the extent permitted. If Non-Waivable Law requires application of another jurisdiction’s consumer law for a Consumer located outside Massachusetts, that non-waivable requirement controls to that extent.

34.12.2 Venue and forum selection.

Section 29.2 (Massachusetts venue) applies to Consumer Engagements to the extent permitted by Non-Waivable Law. Section 29.8 (Small Claims Exception) remains available where applicable.

34.12.3 Class/collective waiver limitations.

Section 29.9 and Section 30.2 (class/collective action waivers) apply to Consumer Engagements only to the extent enforceable and not prohibited by Non-Waivable Law. If a court finds the waiver unenforceable in whole or part as applied to a Consumer, it is severed as applied to the Consumer Engagement to the maximum extent permitted.

34.12.4 Jury waiver limitations.

Section 30.1 (jury waiver) applies to Consumer Engagements only to the extent enforceable and not prohibited by Non-Waivable Law. If a court finds the waiver unenforceable in whole or part as applied to a Consumer, it is severed as applied to the Consumer Engagement to the maximum extent permitted.

34.12.5 Attorneys’ fees limitations.

Section 30.4–30.6 apply to Consumer Engagements only to the extent permitted by Non-Waivable Law. If Non-Waivable Law grants a Consumer a non-waivable right to recover attorneys’ fees in certain circumstances, those rights are preserved.

34.13 Indemnification and Risk Allocation for Consumers

34.13.1 Consumer limitation.

The broad indemnification structure in Section 26 is primarily intended for business clients. For Consumer Engagements, Section 26 applies only to the extent permitted by Non-Waivable Law and only in a manner that is reasonable and proportionate for an individual consumer context.

34.13.2 Consumer indemnity scope (if permitted).

To the extent permitted, a Consumer will indemnify NE6™ only for third-party claims arising from:

(a) Consumer-provided materials that infringe third-party rights;

(b) the Consumer’s illegal instructions or illegal use of Deliverables; or

and only to the extent the claim was caused by the Consumer’s conduct (not NE6™’s).

34.13.3 No business-operations indemnity.

For Consumer Engagements, Section 26 shall not be interpreted to impose business-style indemnity obligations relating to “Client business operations,” “products,” or “offerings,” unless the Consumer is in fact acting in a business capacity (in which case Section 34 does not apply).

34.14 Privacy, Personal Data, and Portfolio/Publicity for Consumer Engagements

34.14.1 Privacy posture.

Consumer Engagements may involve Personal Data. Section 19 (Confidentiality) and Section 19.5 (DPA) apply to the extent applicable; however, consumer data handling may also be governed by a separate Privacy Policy and other notices. If Non-Waivable Law imposes consumer-specific privacy notices or rights, those controls apply.

34.14.2 Portfolio/publicity opt-in for Consumers.

Notwithstanding Section 31.11, for Consumer Engagements, NE6™ will not publish the Consumer’s name, likeness, identifying information, or identifying project details in portfolio/marketing materials without the Consumer’s affirmative written consent through an Official Channel.

34.15 Product Platforms and Separate Terms in Consumer Context

34.15.1 Product Terms may govern.

If a Consumer accesses a Product Platform (Section 32), Product Terms may apply. Product Terms may contain consumer-required disclosures, cancellation rules (for subscriptions), privacy notices, and platform-specific policies.

34.15.2 Conflict rule.

For Consumer Engagements involving a Product Platform, Product Terms apply to product usage, and this Section 34 applies to the extent Non-Waivable Law requires consumer protections that cannot be waived.

34.16 Notices, Official Channels, and Consumer Accessibility

34.16.1 Ticket-first remains preferred, not exclusive where law requires flexibility.

For Consumer Engagements, Section 31.6 (Ticket-First Rule) remains NE6™’s preferred operational channel; however, where Non-Waivable Law requires additional or simpler notice/cancellation methods (including self-serve cancellation for Negative Option Features), NE6™ will provide and honor those methods consistent with Section 34.5.

34.16.2 Email remains a valid backup channel for consumers.

For Consumer Engagements, email to contact@NE6.us is an approved backup for official notices where the Support Portal is unavailable or where Non-Waivable Law requires an accessible method.

APPENDIX A — WORKED EXAMPLES AND COMMON SCENARIOS

A.0 Purpose, Status, and Cross-References

Informational appendix; operative terms control. This Appendix A provides worked examples and common scenarios to help illustrate how certain mechanics operate under these Terms & Conditions. These examples are illustrative only. If there is any conflict between an example and the operative provisions of the Terms, the operative provisions control.

Primary cross-references (non-exhaustive):

Definitions (Section 2.1): Due Date; Late Fee; Interest Commencement Date; Interest Charging Date; Accrued Interest; Administrative Collection Fee; Past-Due Balance; Cleared Funds; Chargeback; Chargeback Event; Chargeback Handling Fee; Billing Error; Dispute; Dispute-First Requirement; Official Channels; Support Ticket; Communication Record; Good Faith Payment; Qualifying Good Faith Payment.
Payment, Late Fees, Interest, Collections, and Suspension: Section 11 (including 11.2 Late Fee; 11.3 Interest; 11.4 Administrative Collection Fee; 11.5 Good Faith Payments; 11.6 Service Suspension).
Disputes and Chargebacks: Section 12 (including 12.1 Billing Disputes; 12.4 Chargebacks/Disputes and Handling Fees; 12.6 Rerate/Rebill as applicable).
Affiliate / Referral Program (where referenced): Section 10 (including 10.1–10.7 as applicable to attribution, commission timing, holds, thresholds, and clawbacks).
Ticket-first official communications: Section 31.6 (Notices and Official Communications; Ticket-First Rule).

A.1 Important Notes for All Examples (Operational and Fairness Context)

No payment-method surcharge. NE6™’s pricing is uniform across Accepted Payment Methods. NE6™ does not add a “payment method surcharge” solely because a Client pays via card/processor vs bank-to-bank transfer. (See Section 10 and Section 11; also Definitions: Payment Method / Accepted Payment Methods.)
Time allocations are time-denominated, not stored value. Prepaid allocations (retainers and prepaid hour blocks) provide the full number of hours purchased as the usable allocation, subject to expiration and usage rules stated in Section 6 and the controlling invoice/SOW (and are not a stored-value wallet). (See Section 6 and related definitions.)
Fee mechanics exist for predictability and cost recovery. Late fees, interest, and administrative collection fees are designed to (a) encourage timely payment, (b) recover time and disruption costs created by delinquency, and (c) reduce the need for escalated enforcement. These are applied only as stated in Section 11 and the controlling invoice/SOW.
Official Channel record controls. For disputes, billing questions, and operational notices, the Support Ticket Portal is the primary Official Channel and creates the authoritative Communication Record. (See Definitions: Official Channels; Support Ticket; Communication Record and Section 31.6.)
Chargeback mechanics reflect third-party and internal costs, and are subject to law/network rules. Chargebacks can trigger third-party fees and internal handling burden; the Terms define when and how handling fees and rerates may apply, subject to applicable law and processor/network rules. (See Section 12 and Definitions: Chargeback; Chargeback Handling Fee; Improper Chargeback.)
B2B-first; consumer overlay later. These examples are drafted primarily for business engagements. Any non-waivable consumer protections (if applicable) apply as stated elsewhere in the Terms, and where required by law.

Example A1: Late Fee + Interest + Administrative Collection Fee Timeline (Due-Date Anchor)

Cross-references: Section 11.2 (Late Fee); Section 11.3 (Interest; Interest Commencement Date; Interest Charging Dates); Section 11.4 (Administrative Collection Fee); Section 11.5 (Good Faith Payments); Definitions in Section 2.1.

Scenario (illustration only):

Postpaid invoice base subtotal (NE6™ professional services) = $2,100.00
Invoice becomes past due (unpaid by the Due Date).

At issuance:

Base subtotal: $2,100.00
Invoice total due by Due Date: $2,100.00

Day 1 after Due Date (Late Fee may apply): (See Section 11.2)

Late Fee: $35.00 (unless the controlling invoice/SOW states otherwise)
New outstanding balance: $2,100.00 + $35.00 = $2,135.00

Day 2 after Due Date (Interest Commencement Date; interest assessed on Interest Charging Dates): (See Section 11.3)

Rate: 1% per 30 calendar days, assessed on Interest Charging Dates as defined in Section 11.3 and the Definitions
Example interest basis at Day 2: 1% of $2,135.00 = $21.35 (assessed on the applicable Interest Charging Date)

Day 10 after Due Date (Administrative Collection Fee may apply): (See Section 11.4)

Administrative Collection Fee: 3% of the then-outstanding unpaid balance (as defined/assessed in Section 11.4)
Example: 3% of $2,135.00 = $64.05
New outstanding balance (before any future interest charging dates): $2,135.00 + $64.05 = $2,199.05

Qualifying Good Faith Payment illustration (25%+): (See Section 11.5 and Definitions: Qualifying Good Faith Payment)

25% of $2,199.05 = $549.7625 → $549.76
If Client pays $549.76 as a single payment, NE6™ may (where the Terms allow and in NE6™’s discretion) apply any Good-Standing/Good-Faith protections described in Section 11.5, without resetting the original due-date anchor unless the Terms expressly allow and NE6™ confirms in writing.

Reminder: This example does not override the mechanical definitions for Past-Due Balance, Accrued Interest, Interest Charging Dates, or fee triggers. The controlling invoice/SOW may also specify different due dates or timing anchors. (See Definitions and Section 11.)

Example A2: Chargeback Event on a Prepaid Purchase — Handling Fee + Rerate/Rebill (Where Permitted)

Cross-references: Section 12 (including 12.1 Dispute-First Requirement; 12.4 Chargeback Handling Fee; 12.6 Rerate/Rebill mechanics where applicable), plus Section 11 for any subsequent delinquency mechanics, and Definitions in Section 2.1.

Scenario (illustration only):

Client buys a prepaid block and net paid $900.00 after any discount.
NE6™ delivers 5.00 hours of services against that prepaid allocation.
Client initiates a Chargeback Event without following the Dispute-First process (i.e., an Improper Chargeback as defined and handled under Section 12, where applicable).

(1) Chargeback Handling Fee (illustration): (See Section 12.4 and Definitions: Chargeback Handling Fee)

Administrative handling component: 5% of the disputed amount, subject to the stated minimum and maximum
5% of $900.00 = $45.00
Minimum applies → Handling Fee = $50.00 (subject to the Terms’ min/max and any legal/network limitations)

(2) Rerate/Rebill for delivered time (illustration): (See Section 12.6 and Definitions: Standard Postpaid Hourly Rate)

Delivered time: 5.00 hours
Postpaid rate example: $150/hour (or NE6™’s then-current Standard Postpaid Hourly Rate, as defined and as applicable)
Rebill amount: 5.00 × $150.00 = $750.00

(3) Example invoice components (service fees only; excluding pass-through processor/network fees):

Rebill delivered services: $750.00
Chargeback Handling Fee: $50.00
Subtotal: $800.00
Plus any pass-through processor/network dispute fees assessed to NE6™ and rebillable only to the extent permitted by law and processor/network rules (see Definitions: Pass-Through Processor/Network Fees and Section 12), and plus any Section 11 fees if the rebilled amount becomes delinquent.

Reminder: This example is not a blanket statement that rerate/rebill applies to every chargeback; it applies only as and when the Terms permit (including any required findings/conditions in Section 12), and always subject to applicable law and payment-network rules.

Example A3: Affiliate Commission — Prepaid One-Time Commission with Client Discount (Illustrative)

Cross-references: Section 10 (Affiliate and Referral Program terms governing eligibility, attribution, holds, clawbacks, minimum payout threshold, timing), plus Definitions: Qualified Sale; Commission; Affiliate Code; Attribution Window; Cleared Funds.

Scenario (illustration only):

Standard prepaid purchase: $1,000.00
Referred client discount: 10% → net paid $900.00
Qualified Sale confirmed (no refund/chargeback/dispute; payment clears and is retained as Cleared Funds).

Commission (illustration):

Commission rate example: 25% (only if and as provided under the applicable Affiliate/Referral Program rules)
25% of $900.00 = $225.00

Payout timing (illustration):

Paid only when minimum payout threshold is met and holds/verification rules are satisfied, as described in Section 10 and the program rules communicated by NE6™ through Official Channels.

Reminder: Affiliate commission structures, rates, time windows, eligibility, and payout holds are governed by Section 10 and any written program rules; this example does not create or modify an entitlement.

Example A4: Affiliate Commission — Monthly Retainer Commission for an Introductory Period (Illustrative)

Cross-references: Section 10 (Affiliate/Referral Program), plus Section 6.3 for Monthly Retainer mechanics (pricing and billing are controlled by the invoice and Section 6.3), and the related definitions in Section 2.1.

Scenario (illustration only):

Monthly retainer standard: $400/month
Discount: 10% → net paid $360/month
Commission rate example: 15% for first six (6) months (only if and as provided under the Affiliate/Referral Program rules)

Commission per month (illustration):

15% of $360.00 = $54.00

Six-month total (illustration; if all months paid and retained; no disputes/chargebacks):

$54.00 × 6 = $324.00
Subject to payout timing, minimum payout threshold, and any applicable holds described in Section 10.

Example A5: Support Ticket as Official Notice and Record (Disputes, Billing Corrections, and Process Controls)

Cross-references: Section 31.6 (Ticket-First Rule; deemed receipt mechanics), Section 12.1 (Billing Dispute process), and Definitions: Official Channels; Support Ticket; Communication Record.

Scenario: Client disputes a billing line item or requests a billing correction.

Valid method (primary):

Client submits a Support Ticket through NE6™’s Support Ticket Portal as the primary Official Channel. (See Section 31.6(A).)

Effect:

The ticket thread becomes part of the Communication Record. If a later verbal conversation conflicts with the written ticket record (or other written Official Channel record), the written record controls to the extent provided in these Terms. (See Definitions: Communication Record and Section 31.6.)

APPENDIX B — RETAINERS & PREPAID PRICING; EFFECTIVE RATES; SAVINGS DISCLOSURES; LICENSE CLARITY

B.0 Purpose, Status, and Cross-References

Informational appendix; operative terms control. This Appendix B is an informational pricing and savings reference for NE6™’s prepaid access models and retainer structures described in Section 6. It is intended to help Clients understand:

(i) the effective hourly rates associated with each model; and

(ii) the dollar and percentage differences relative to NE6™’s default postpaid hourly rate.

Primary cross-references (non-exhaustive):

Engagement Models and pricing structures: Section 6 (including 6.2 Annual Retainer; 6.3 Monthly Retainer; 6.4 Prepaid Hour Blocks; 6.4A classification/validity; 6.6 postpaid rate framework; 6.8 SOW / work authorization).
IP defaults and “single source of truth” posture: Section 6.1.11 (including Ownership Upgrade/Track concepts and any pricing premium language), and Sections 16–18 (IP rights, licensing, reusable components, third-party IP).
Payment and delinquency mechanics (where referenced): Section 11.
Chargebacks, rerates, and dispute-first requirements (where referenced): Section 12.
Definitions: especially Standard Postpaid Hourly Rate; Cleared Funds; Work Order / Scope Memo; SOW; Deliverable; NE6™ Background IP; Revisions; Change Order.

B.1 How to Read This Appendix; Rate Baselines; Invoice Controls

Base Comparison Rate (“Standard Postpaid Rate”). Unless a different rate is stated on the invoice or in a signed SOW/Work Order, NE6™’s default postpaid hourly rate is governed by Section 6.6 and the defined term Standard Postpaid Hourly Rate in Section 2.1. For purposes of the example calculations below, $150.00/hr is used as a baseline illustration only.
Invoice/SOW controls actual pricing. Prices, tiers, and effective hourly rates may change. The invoice issued at the time of purchase (and any signed SOW/Work Order) controls the pricing and tier actually purchased. (See Section 6 and Definitions: Invoice; SOW; Work Order / Scope Memo.)
Informational nature of “savings.” Any “savings,” “discount,” or “effective rate” figures are convenience illustrations based on the baseline comparison rate above. These figures:

do not modify any operative Terms,
do not guarantee availability or scheduling priority, and
do not convert prepaid allocations into stored-value products.

(See Section 6, including 6.4A and related provisions.)

Critical IP clarity. Discounted pricing or “savings” does not expand Client IP rights and does not create any automatic ownership transfer. IP posture is governed by Section 6.1.11 and Sections 16–18, plus the controlling SOW/Work Order if it expressly varies the default.

B.2 Why Discounts Exist; What Clients Receive; License/Ownership Clarification (B2B Core; B2C Overlay Where Applicable)

Clients often select retainers or prepaid blocks to obtain reduced effective hourly rates. Those reduced effective rates exist because prepaid and retainer models change NE6™’s risk and operating posture in ways that differ from postpaid work.

Key reasons discounted models exist (non-exhaustive):

Advance commitment and cashflow certainty. Prepayment reduces NE6™’s nonpayment risk and allows NE6™ to allocate capacity more efficiently. (See Section 6 and Section 11 for payment framework.)
Flexible, iterative execution rather than fixed-scope packaging. Retainers and prepaid blocks commonly involve evolving priorities (research → draft → revise → implement), which can be operationally efficient but not suited to hard “fixed deliverable per dollar” packaging without a separate SOW. (See Section 6.8 for SOW usage and scope control.)
Operational efficiency and reuse of generalized know-how. Discounted models frequently leverage repeatable internal systems, templates, reusable components, and NE6™ Background IP to produce outcomes faster and more consistently—without transferring ownership of those reusable assets. (See Section 6.1.11 and Sections 16–17.)
Risk allocation and IP posture. As a default, discounted access models are delivered under a license path, not an ownership transfer, unless an Ownership Upgrade/Track is expressly purchased and designated in writing. (See Section 6.1.11 and Sections 16–18.)

Default rule (License; no assignment). Unless NE6™ expressly agrees otherwise in writing (typically in a signed SOW/Work Order or addendum), work performed under discounted, retainer, or prepaid access models results in Client receiving a non-exclusive, non-transferable license to use Deliverables for Client’s internal business purposes and for Client’s own operations, subject to the restrictions and conditions in Section 6.1.11 and Section 16 (including payment-conditioned license provisions).

No implied ownership by payment alone. No ownership transfer occurs by default, by payment alone, or by delivery. Ownership (if any) transfers only if the controlling SOW/Work Order or addendum expressly designates an Ownership Track/Ownership Upgrade and states its scope and boundaries. (See Section 6.1.11 and Section 16.2A.)

Ownership Upgrade / Ownership Track pricing note (where applicable). Where the Terms describe an Ownership Upgrade/Track premium (for example, an additional percentage premium over applicable fees/rates, unless otherwise negotiated), that pricing posture is governed by Section 6.1.11 and the controlling SOW/Work Order. This Appendix does not replace those terms; it references them so Clients understand why discounted pricing does not automatically include expanded IP rights.

B.3 Savings Calculation Method (Simple Formula)

For each prepaid hour block below, savings versus the Standard Postpaid Rate is calculated as:

Base Cost = (Hours Purchased × $150.00)
Prepaid Cost = (Hours Purchased × Prepaid Effective Hourly Rate)
Dollar Difference vs Base = (Base Cost − Prepaid Cost)
Percent Difference vs Base = (Dollar Difference ÷ Base Cost)

For certain comparisons, this Appendix also shows what the Client would pay if they purchased the same number of hours only in repeated 10-hour blocks at $125/hr:

All-10s Cost = (Hours Purchased ÷ 10) × $1,250
Dollar Difference vs All-10s = (All-10s Cost − Prepaid Cost)
Percent Difference vs All-10s = (Dollar Difference ÷ All-10s Cost)

B.4 Model 1 — Annual Retainer (10 Hours / 12 Months): Effective Rate & Illustration vs Standard Postpaid

Cross-references: Section 6.2 (Annual Retainer rules), Section 6.1.11 (IP default posture), and Sections 16–18 (IP/licensing and third-party components).

Annual Retainer Fee: $750
Hours Included: 10.00 hours
Effective Rate: $75/hr (because $750 ÷ 10 = $75)

Illustration vs Standard Postpaid ($150/hr):

Base cost at $150/hr: 10 × 150 = $1,500
Annual retainer cost: $750
Dollar difference vs base: $1,500 − $750 = $750
Percent difference vs base: $750 ÷ $1,500 = 50.00%

Notes / Disclosures (operative terms in Section 6.2 control):

Annual Retainer hours expire per Section 6.2 (no automatic carryover; limited extension options).
Annual Retainer provides access and time allocation; it is not a guarantee of immediate scheduling. (See Section 6.2 and any Priority/Turnaround tier provisions in the engagement record.)
Deliverables produced under the Annual Retainer are governed by Section 6.1.11 and Sections 16–18 (default license path unless an Ownership Upgrade/Track is expressly designated).

Extension illustrations (if and only if permitted under Section 6.2 and confirmed in writing):

Courtesy Extension (Good Standing only): One (1) courtesy extension of up to thirty (30) calendar days if requested in writing before expiration, subject to NE6™ approval confirmed in writing. (See Section 6.2 and Definition: Good Standing.)
Paid Extension (Good Standing only): Sixty (60) or ninety (90) days for a fee equal to ten percent (10%) of the original Annual Retainer fee, subject to NE6™ written approval; minimum extension pricing: sixty (60) days at $75.00 minimum and ninety (90) days at $100.00 minimum. (Section 6.2 controls.)

B.5 Model 2 — Monthly Retainer: Effective Rate & Illustration vs Standard Postpaid

Cross-references: Section 6.3 (Monthly Retainer rules), Section 6.1.11 (IP posture), and Sections 16–18 (IP/licensing).

Monthly Retainer tiers (Section 6.3) provide recurring monthly allocations of billable hours for a monthly fee.

Monthly Retainer Savings Table (vs $150/hr Standard Postpaid; illustrations only)

Monthly Tier	Fee / Month	Hours / Month	Effective Rate	Base Cost @ $150/hr	Dollar Difference vs Base	Percent Difference vs Base	Practical Meaning (plain English)
Tier A	$300	3.00	$100/hr	3×150 = $450	$450−$300 = $150	33.33%	Low monthly commitment; meaningful discount vs postpaid.
Tier B	$400	5.00	$80/hr	5×150 = $750	$750−$400 = $350	46.67%	Mid support tier; strong value for steady ongoing work.
Tier C	$700	10.00	$70/hr	10×150 = $1,500	$1,500−$700 = $800	53.33%	Highest monthly tier; deepest monthly retainer discount.

Notes / Disclosures (operative terms in Section 6.3 control):

Monthly Retainer hours are use-within-the-month allocations and expire per Section 6.3 (no carryover unless NE6™ agrees otherwise in writing).
Monthly Retainer fees are billed monthly in advance; cancellation timing rules apply per Section 6.3.
Deliverables produced under Monthly Retainer time are governed by Section 6.1.11 and Sections 16–18 (default license path unless expressly varied by an Ownership Upgrade/Track designation in writing).

B.6 Model 3 — Prepaid Hour Blocks: Pricing & Illustration vs Standard Postpaid

Cross-references: Section 6.4 (Prepaid Hour Blocks), Section 6.4A (classification/validity rules), Section 6.1.11 and Sections 16–18 (IP posture/licensing), and Section 11 (payment mechanics).

Prepaid Hour Blocks (Section 6.4) are purchased in standard increments and are valid for twelve (12) months from payment clearance, subject to expiration and extension terms in Section 6.4 and Section 6.4A.

Prepaid Hour Block Savings Table (vs $150/hr Standard Postpaid; illustrations only)

Block Size	Base Cost @ $150/hr (Hours×150)	Prepaid Rate → Total	Dollar Difference vs Base (Base−Prepaid)	Percent Difference vs Base	All-10s Cost (10-hr blocks @ $125/hr)	Dollar Difference vs All-10s (All-10s−Prepaid)	Percent Difference vs All-10s	Practical Meaning (plain English)
10	10×150 = $1,500	$125/hr → $1,250	$250	16.67%	1×1,250 = $1,250	$0	0.00%	Entry block: sets the baseline prepaid price point.
20	20×150 = $3,000	$115/hr → $2,300	$700	23.33%	2×1,250 = $2,500	$200	8.00%	Step-up discount: better than buying two 10-hr blocks.
30	30×150 = $4,500	$110/hr → $3,300	$1,200	26.67%	3×1,250 = $3,750	$450	12.00%	Stronger discount; begins to materially beat stacking 10s.
40	40×150 = $6,000	$105/hr → $4,200	$1,800	30.00%	4×1,250 = $5,000	$800	16.00%	Mid-tier commitment: significant differences vs base and vs all 10s.
50	50×150 = $7,500	$100/hr → $5,000	$2,500	33.33%	5×1,250 = $6,250	$1,250	20.00%	Clean rate threshold ($100/hr).
60	60×150 = $9,000	$95/hr → $5,700	$3,300	36.67%	6×1,250 = $7,500	$1,800	24.00%	Sub-$100 tier for meaningful execution work.
70	70×150 = $10,500	$90/hr → $6,300	$4,200	40.00%	7×1,250 = $8,750	$2,450	28.00%	Major discounted rate ($90/hr).
80	80×150 = $12,000	$85/hr → $6,800	$5,200	43.33%	8×1,250 = $10,000	$3,200	32.00%	High-commitment block; stacking 10s becomes inefficient.
90	90×150 = $13,500	$80/hr → $7,200	$6,300	46.67%	9×1,250 = $11,250	$4,050	36.00%	Enterprise-style discount at $80/hr.
100	100×150 = $15,000	$75/hr → $7,500	$7,500	50.00%	10×1,250 = $12,500	$5,000	40.00%	Headline tier: 50% vs standard postpaid (illustration).
150	150×150 = $22,500	$70/hr → $10,500	$12,000	53.33%	15×1,250 = $18,750	$8,250	44.00%	Deepest discount tier; best value for large scopes.

Notes / Disclosures (operative terms in Section 6.4 / 6.4A control):

Prepaid Hour Blocks are time-denominated professional services allocations, governed by Section 6.4 and Section 6.4A (including expiration, extension options, and classification provisions).
Savings shown above reflect only the effective rate illustration and do not change: expiration rules, non-refund rules, scheduling/availability disclaimers, or scope variability.
Deliverables produced under prepaid hours are governed by Section 6.1.11 and Sections 16–18 (default license path unless expressly varied).

Extension illustrations (if and only if permitted under Section 6.4 and confirmed in writing):

Courtesy Extension (Good Standing only): One (1) courtesy extension of up to thirty (30) calendar days if requested in writing before expiration, subject to NE6™ approval confirmed in writing.
Paid Extension (Good Standing only): Sixty (60) or ninety (90) days for a fee equal to ten percent (10%) of the original Prepaid Hour Block purchase price, subject to NE6™ written approval; minimum extension pricing: sixty (60) days at $75.00 minimum and ninety (90) days at $100.00 minimum.

(See Section 6.4, Section 6.4A, and Definition: Good Standing.)

B.7 Relationship Between Prepaid Discounts, Scope Variability, and Scheduling

Cross-references: Section 6.8 (when SOW is appropriate), Definitions: Scope; Change Order; Revision; Acceptance Criteria; Deliverable.

Prepaid models are designed for flexibility and iterative execution (research, drafting, implementation, multi-part deliverables, and ongoing progress) where scope may evolve. Because prepaid work is not priced as a fixed-scope deliverable package, NE6™ does not guarantee completion of any specific Deliverable within a given number of hours unless the parties adopt an SOW/Work Order with defined Deliverables, acceptance criteria, and completion triggers. (See Section 6.8 and Definitions.)

B.8 No Modification of Section 6; Invoice Controls; Conflicts

This Appendix B is incorporated into and governed by these Terms. If there is any conflict between this Appendix and the operative Terms (including Sections 6.2–6.4A), the controlling order is:

The invoice and/or signed SOW/Work Order for the purchased engagement (for engagement-specific pricing and scope), then
The body of the Terms, then
This Appendix, which is explanatory and informational.