Graywing Consulting

Standard Terms and Conditions

Version 1.0 | September 23, 2026

These Standard Terms and Conditions (the “Terms”) apply to a Statement of Work (“SOW”) that expressly incorporates them. The SOW and these Terms together form the agreement for that engagement. These Terms do not, by themselves, require a client to purchase services or Graywing Consulting LLC (“Graywing”) to perform services or reserve capacity.

1. Statements of Work; Order of Precedence

Each engagement will be described in a written SOW identifying the client, services, deliverables, schedule, fees, and other engagement-specific terms. By signing an SOW that incorporates these Terms, the client agrees to the version and effective date of the Terms identified in that SOW.

An approved Change Order controls the SOW terms it expressly changes. An SOW or Change Order modifies these Terms only if it specifically identifies the provision being modified and expressly states the intended modification. All other Terms remain in effect for that SOW. Proposals are nonbinding unless an SOW expressly incorporates identified proposal terms.

Routine communications, purchase orders, administrative forms, client policies, and similar documents do not amend an SOW or these Terms merely because they are supplied or requested. A supplemental agreement is effective only when expressly accepted in writing by authorized representatives.

Where an engagement is scheduled for fewer than 30 calendar days, the SOW may establish shorter review, notice, cure, approval, payment, or response periods appropriate to the engagement. An express SOW period controls the corresponding default period in these Terms.

2. Performance of Services

Graywing will perform the Services described in the SOW competently, professionally, in good faith, and with reasonable care and professional judgment. Graywing will keep the client reasonably informed of material progress, risks, decisions, and anticipated delays affecting the Services and will promptly disclose any material error in its work that it discovers.

Graywing may assess needs, challenge assumptions, identify risks, and recommend an approach as part of the Services. The client retains authority over its business decisions. Graywing does not guarantee a particular financial, operational, regulatory, adoption, vendor, implementation, or other business outcome outside Graywing's reasonable control.

Graywing will comply with laws and regulations applicable to Graywing's performance and with reasonable client security and access requirements communicated to Graywing. Unless an SOW states otherwise, Graywing supplies its ordinary tools, equipment, and business resources.

3. Client Responsibilities; Information and Dependencies

The client will designate a primary contact and timely provide the personnel, information, materials, system access, reviews, approvals, and decisions reasonably required for the Services.

Graywing may rely on information and materials supplied by or on behalf of the client without independently verifying their accuracy, completeness, authenticity, or the client's ownership of or right to provide them. Graywing remains responsible for applying reasonable professional judgment to the information it receives and for raising material issues it actually identifies in performing the agreed Services. Client approval does not excuse a Graywing error.

The client represents that it has the rights and authority necessary to provide the information, materials, systems, and access supplied to Graywing. Graywing is not responsible for delay, rework, error, or other consequences caused by materially inaccurate, incomplete, late, unauthorized, or omitted client information or access that Graywing did not reasonably identify through the agreed Services.

If a client dependency affects the Services, Graywing may pause affected work while continuing unaffected work where reasonably practicable. Client-caused delays may result in reasonable schedule adjustments based on Graywing's then-current availability. Additional work or material changes caused by a delay will use the change process.

4. Deliverable Review; Correction Commitment; Warranty Disclaimer

Unless the SOW states another period, the client has five business days after receipt of a review deliverable to approve it or provide consolidated feedback identifying an unmet SOW requirement or acceptance criterion.

For 30 calendar days after final delivery, Graywing will correct, without additional professional fees, a timely reported material error attributable to Graywing or a material failure of a deliverable to conform to an express requirement of the applicable SOW. This correction commitment applies only to Graywing's agreed work. It does not include changed preferences, new requirements, new information, new audiences, additional analysis or deliverables, client or third-party modifications, implementation performed outside Graywing's scope, failure to follow Graywing's material instructions, unreasonable delay in implementation, or circumstances that materially change after delivery. Additional or changed work is subject to a new SOW or Change Order.

Graywing warrants only that it will perform the agreed Services with reasonable professional skill, care, and judgment and will provide the correction commitment stated above. Except for those express commitments and to the maximum extent permitted by law, Graywing disclaims other express or implied warranties relating to the Services or deliverables, including any warranty that a recommendation, plan, or deliverable will produce a particular result when implementation, decisions, conditions, or other factors are outside Graywing's agreed scope or reasonable control.

5. Changes; Rush Work

Either party may propose a change. Before changed work begins, Graywing will describe the reason for the change and relevant effects on scope, cost, schedule, resources, risk, and dependencies. Material changes to scope, deliverables, price, schedule, or other commitments require written approval.

Graywing bears its estimating risk on fixed-price work and will not increase the fee merely because agreed work takes longer than estimated. A material scope change or change in a client-controlled assumption may justify an agreed adjustment.

Rush work is subject to Graywing's availability and may be declined. Rush work may be subject to an additional fee. Any rush fee and revised deadline will be agreed in writing in the SOW, Change Order, or other written change approval before the rush work begins.

6. Fees; Invoicing; Expenses; Taxes; Nonpayment

The client will pay the fees according to the payment schedule in the SOW. Unless an SOW states otherwise, invoices are due 15 calendar days after issue. If an SOW requires a deposit, advance payment, or payment by a specific date, the payment terms stated in the SOW apply.

Only preapproved expenses are reimbursable. Graywing's quoted professional fees do not include sales, use, transaction, excise, or similar taxes imposed on the purchase or use of the Services, if applicable. The client is responsible for such taxes, excluding taxes imposed on Graywing's net income, property, payroll, or business operations. If Graywing is legally required to collect an applicable transaction-based tax, it may add that tax to the invoice.

After required notice and any applicable cure period, Graywing may pause work and withhold further or final unpaid deliverables when an undisputed balance remains overdue. At 30 days overdue, Graywing may stop remaining work and withhold unpaid deliverables. Stopping work for nonpayment does not affect the client's rights to deliverables for which the client has already paid in full.

Graywing is not responsible for missed milestones, deadlines, deliverables, or other schedule impacts resulting from Graywing's suspension or stoppage of work due to the client's nonpayment of an undisputed amount when due. After work is suspended or stopped for nonpayment, the original schedule is no longer guaranteed. Restart is subject to Graywing's availability, and additional work reasonably required to resume the engagement may require a Change Order.

Undisputed balances more than 30 calendar days overdue accrue a late charge at 1.5% per month, or the maximum lawful rate if lower. The client will reimburse reasonable collection costs, including reasonable attorneys' fees and legal expenses incurred to collect overdue undisputed amounts, to the extent permitted by law.

7. Cancellation; Termination; Closeout

Each SOW is a separate engagement. Cancellation or termination of one SOW does not cancel or terminate any other SOW between Graywing and the client. Amounts, cancellation charges, and other obligations arising under a terminated or cancelled SOW remain due or enforceable as provided in that SOW and these Terms.

For client convenience cancellation of fixed-price projects and training, the service amount due is the greater of the applicable cancellation minimum or the documented value of work performed. Unless the SOW states otherwise, the minimum is 10% of the total net engagement fee when formal cancellation notice is received at least seven calendar days before the scheduled start, and 25% when notice is received less than seven calendar days before the scheduled start or on or after that date. Approved nonrecoverable expenses are added and prior payments are credited without duplicate recovery.

Work begins when Graywing first performs substantive engagement-specific activity after execution of the SOW. Completed phases or milestones are valued at their assigned SOW values. Partially completed work is valued using the SOW's agreed allocation where reasonably determinable; otherwise, documented engagement-specific time is valued at the cancellation valuation rate stated in the SOW.

Unless the SOW states another period, either party may end ongoing Services with 30 calendar days' formal notice. For an engagement scheduled for fewer than 30 calendar days, the SOW will state the applicable termination notice period.

Either party may terminate an SOW for a material breach by the other party if the breach remains uncured 10 calendar days after receipt of formal notice identifying the breach, unless the applicable SOW states a different cure period. Graywing may suspend affected work or take immediate protective action for serious legal, safety, abusive or threatening conduct, security, or confidentiality concerns.

If Graywing terminates for convenience without client fault, the client owes no cancellation penalty. Graywing will refund prepaid fees for work it will not perform, provide usable paid-for work, and make reasonable efforts to support an orderly handoff. Additional transition support is separately scoped unless already included.

8. Confidentiality; Data; Records

Each party will protect the other's nonpublic business information and use it only for the engagement. Confidential information does not include information that becomes public without breach, was lawfully known without restriction before disclosure, is independently developed without use of the other party's confidential information, or is lawfully received from a third party without confidentiality duty.

Graywing will collect or access only information reasonably needed for the Services. Graywing does not request or accept protected health information (PHI) unless expressly agreed in writing in the applicable SOW and appropriate privacy and security requirements are established before access.

Signed agreements, invoices, approvals, major decisions, and final deliverables will be retained according to Graywing's applicable records schedule. Unneeded working files and supporting client data may be deleted after 90 calendar days following engagement closeout, subject to timely reported errors, active disputes, legal holds, law, insurance requirements, and agreed retention terms.

9. Ownership and Use of Work

Client Materials are the data, documents, information, branding, systems, and other materials supplied by the client. The client retains ownership of Client Materials and grants Graywing the rights reasonably needed to use them to perform the Services.

After payment of fees due for the applicable work, Graywing assigns to the client its rights in client-specific work product created specifically for the client under the SOW, subject to embedded Graywing Materials, Training Materials, and third-party rights.

Graywing Materials include methodologies, frameworks, templates, tools, checklists, structures, techniques, reusable content, general know-how, and other reusable or general-purpose intellectual property. Graywing retains ownership of Graywing Materials. To the extent Graywing Materials are embedded in a paid deliverable, the client receives a nonexclusive, perpetual, royalty-free license to use and modify them as part of the deliverable for the client's internal business purposes.

Graywing is not responsible for errors, infringement, claims, or other consequences arising from modifications, combinations, uses, or distributions made after delivery by the client or a third party and not created, directed, or approved by Graywing. A materially modified version may not display Graywing's logo or branding or be represented as created, recommended, approved, or endorsed by Graywing without written consent.

Delivery of finished work does not automatically include editable source files, working files, underlying reusable templates, or tools. The SOW specifies delivery format and applicable use or modification rights.

10. Training Materials and Recordings

Graywing retains ownership of its curriculum, course content, participant materials, training decks, workbooks, facilitator guides, and reusable training resources, including customized materials unless an SOW expressly provides otherwise. Purchasing training delivery does not automatically include editable source files, facilitator guides, independent redelivery, Train-the-Trainer rights, recording, LMS use, public distribution, or commercial-use rights.

If training will be recorded, the SOW will address advance notice, permissions, access, permitted viewers, access term, and download rights. Client recording requires advance written agreement.

11. Subcontractors; Independent Contractor; Authority

Graywing may use qualified subcontractors unless an SOW expressly requires advance approval. Graywing remains responsible for subcontracted Services and will require appropriate confidentiality and security protections.

Graywing is an independent contractor and controls the manner and means of performing the Services within the agreed scope, deadlines, and security requirements. Graywing is responsible for its own business costs, taxes, equipment, permits, and operations unless the SOW states otherwise.

Graywing has no authority to bind the client to a contract or other legal or financial obligation. The client retains authority over its operations, personnel, commitments, and organizational decisions. Engagement-specific project-management responsibilities in an SOW do not authorize Graywing to bind the client.

12. Conflicts; Other Clients; Publicity

Graywing may serve organizations in the same industry, including competitors, while protecting each client's confidential information. Graywing will assess material conflicts before accepting work and disclose material conflicts when appropriate. No non-compete, exclusivity, or restriction on serving other clients applies by default.

Graywing may describe work in an anonymized, nonconfidential manner if the client is not reasonably identifiable. Client names, logos, testimonials, identifiable results, screenshots, recordings, and personnel may be used publicly only with specific permission for that use.

13. Insurance; Professional Boundaries

Any required insurance must be identified in the SOW or otherwise agreed before Graywing accepts the engagement. Graywing will not represent that it carries coverage or limits it does not actually maintain.

Graywing is not the client's attorney, accountant, tax adviser, clinician, engineer, or other licensed professional and does not provide services requiring those professional licenses. The client is responsible for obtaining appropriate professional advice when needed. These boundaries do not reduce Graywing's obligation to perform the agreed consulting Services competently.

14. Limitation of Liability

To the maximum extent permitted by law, Graywing's aggregate liability arising from or relating to an affected SOW, under any theory of liability, will not exceed the lesser of (a) the total fees payable under that SOW or (b) the fees paid to Graywing under that SOW during the 12 months immediately preceding the event giving rise to the claim.

The cap is aggregate, not a separate allowance for each claim. To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from an SOW or these Terms.

15. Indemnification; Third-Party Claims

Each party will indemnify the other against third-party claims to the extent caused by the indemnifying party's negligent acts or omissions, willful misconduct, or infringement of third-party intellectual-property rights through materials that party supplies for the engagement.

Graywing has no indemnification obligation for a claim arising from client or third-party modification of a Graywing deliverable or Graywing Material, combination with material not supplied or approved by Graywing, use outside the rights or purpose granted in the applicable SOW, or continued use after Graywing provides notice of an identified infringement concern, except to the extent the claim would have arisen from Graywing's unmodified work independently of those circumstances.

This indemnification applies to third-party claims, not direct disputes between the parties. Graywing's obligations under this Section are subject to the liability cap and applicable claim and time limitations stated in Section 14.

16. Force Majeure

Neither party will be in breach for a reasonable delay caused by events genuinely beyond its reasonable control. The affected party will promptly notify the other, take reasonable steps to mitigate the disruption, and resume performance when reasonably possible. Ordinary workload, estimating error, routine absence, or a change in priorities does not qualify.

If the disruption materially defeats the affected engagement, the parties may rescope it or either party may end the affected work. The client will pay for work performed and approved nonrecoverable expenses, and Graywing will refund prepaid amounts for work it will not perform.

17. Governing Law; Disputes; Venue

These Terms and each SOW are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles. Before filing a claim, the parties will first attempt in good faith to resolve the dispute through direct discussion and, where useful, escalation to appropriate leadership. The parties may use mediation by mutual agreement. Nothing prevents either party from seeking urgent injunctive or other equitable relief where legally appropriate.

Any action arising from or relating to these Terms or an SOW will be brought in the appropriate state or federal court serving Laurel County, Kentucky, subject to applicable jurisdictional requirements.

18. Assignment

Neither party may assign an SOW or its rights and obligations under these Terms without the other party's prior written consent, except in connection with a bona fide merger, reorganization, change of control, or sale of substantially all of the business or assets to which the agreement relates, provided the successor assumes the assigning party's obligations. Permitted subcontracting is not an assignment.

19. Notices; Electronic Records

Routine project communications, records, and approvals may be electronic. Formal notice of cancellation, breach, termination, or a dispute must be in writing and sent to the notice contact identified in the applicable SOW or other written notice.

Unless the SOW states another period, email notice is received upon acknowledgment if earlier; otherwise it is deemed received two business days after transmission if the sender receives no delivery-failure notice. For an engagement scheduled for fewer than 30 calendar days, the SOW may establish a shorter notice mechanism or period.

If email delivery fails, the sender must use certified or registered mail or a recognized tracked courier to the designated physical address. Each party is responsible for keeping its notice contact information current by providing updated information in writing. Until updated information is provided, notice sent to the most recently designated contact information will be effective under this Section.

20. General Terms

The applicable SOW, the version of these Terms identified in that SOW, approved Change Orders, and any other document that the SOW specifically identifies as incorporated into the agreement constitute the parties' entire agreement for that engagement and supersede prior or contemporaneous discussions and understandings concerning that subject matter.

If a provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will remain effective. If either party does not enforce a right or provision at any time, that does not waive the right to enforce it later. Any waiver must be in writing and applies only to the specific situation identified in the waiver.

Provisions that by their nature should survive completion or termination will survive, including accrued payment obligations, ownership and license rights, confidentiality, records obligations, correction obligations, liability provisions, indemnification obligations, and dispute terms to the extent applicable.

Section headings are provided for organization and do not change the meaning of these Terms.

Document Control

Document ID: GWC-TERMS-v1.0
Effective date: September 23, 2026