Terms of Service & Service Agreement

1. Parties

This Service Agreement ("Agreement") is entered into between the service provider and the client engaging its services ("Client"), collectively "the Parties."

This Agreement becomes effective on the date the Client accepts a written proposal, quote, or statement of work issued by The North Limit LLC ("Effective Date").

2. Services

The North Limit LLC provides consulting and marketing services to hospitality businesses, including restaurants, bars, and related venues. Depending on the engagement, Services may include one or more of the following:

• Concept & Menu Strategy — concept and positioning review, menu engineering and pricing, sourcing guidance, seasonal planning, and related recommendations.
• Marketing & Brand Strategy — brand identity, content calendars, local advertising, event planning, and related campaign work.
• Digital Presence & Reputation — website and online ordering setup, listings optimization, review management, and related digital support.

The exact scope, deliverables, timeline, and fees for each engagement will be set out in a separate written proposal or statement of work ("SOW"), which forms part of this Agreement once accepted by both Parties. Any work outside the agreed scope is treated as a change request under Section 5.

3. Engagement & Proposals

Prior to starting any paid work, The North Limit LLC will provide the Client with a proposal outlining the services to be performed, estimated timeline, and fees. Work begins only once the Client has confirmed acceptance in writing (including by email) and, where applicable, any required deposit has been received.

4. Fees & Payment

Fees for Services are set out in the applicable proposal or SOW and may be structured as a fixed project fee, a monthly retainer, or an hourly rate, at the Parties' agreement.

• Invoices are payable within fifteen (15) days of the invoice date, unless otherwise agreed in writing.
• A deposit may be required before work begins on a given engagement.
• Late payments may result in a pause of ongoing work until the outstanding balance is settled.
• All fees are quoted in US dollars and are exclusive of any applicable taxes, which remain the Client's responsibility unless stated otherwise.
• Third-party costs incurred on the Client's behalf (advertising spend, software subscriptions, printing, photography, etc.) are billed separately or passed through at cost, subject to the Client's prior approval.

5. Changes to Scope

Any request that materially changes the scope, deliverables, or timeline described in the SOW will be documented as a change order, including any adjustment to fees, and requires written approval from both Parties before work proceeds.

6. Term & Termination

This Agreement remains in effect for the duration stated in the applicable SOW, or, for ongoing retainer engagements, until terminated by either Party. Either Party may terminate an ongoing engagement by giving thirty (30) days' written notice. The North Limit LLC may suspend or terminate an engagement immediately if the Client fails to pay outstanding fees or breaches a material term of this Agreement. Upon termination, the Client remains responsible for fees for work performed and expenses incurred up to the termination date.

7. Independent Contractor Relationship

The North Limit LLC acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the Parties. Each Party is responsible for its own personnel, taxes, and legal obligations.

8. Intellectual Property

Unless otherwise agreed in writing, deliverables created specifically for the Client and paid in full (such as menus, campaign materials, or website content produced under the engagement) become the Client's property upon full payment. The North Limit LLC retains the right to use general methodologies, frameworks, and know-how developed during the engagement, and may reference the completed project for portfolio purposes unless the Client requests confidentiality in writing.

9. Confidentiality

Each Party agrees to keep confidential any non-public business, financial, or operational information disclosed by the other Party in connection with this Agreement, and to use it only for the purposes of the engagement. This obligation survives the termination of this Agreement for a period of two (2) years.

10. Client Responsibilities

The Client agrees to provide timely access to relevant information, materials, staff, and premises reasonably required for The North Limit LLC to perform the Services, and to review and respond to deliverables within a reasonable timeframe. Delays caused by the Client may extend the agreed timeline accordingly.

11. No Guarantee of Results

The North Limit LLC applies professional standards and industry experience to every engagement, but does not guarantee specific business outcomes, revenue increases, review scores, or marketing results, as these depend on factors outside its control, including market conditions and the Client's own operations and decisions.

12. Limitation of Liability

To the maximum extent permitted by law, The North Limit LLC's total liability arising out of or relating to this Agreement is limited to the total fees paid by the Client for the specific service giving rise to the claim in the three (3) months preceding the claim. The North Limit LLC is not liable for indirect, incidental, or consequential damages, including lost profits or lost business opportunities.

13. Indemnification

The Client agrees to indemnify and hold The North Limit LLC harmless from claims, damages, or expenses arising from the Client's misuse of deliverables, inaccurate information provided by the Client, or the Client's violation of applicable law.

14. Force Majeure

Neither Party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, or other events of force majeure.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law principles. The Parties agree to first attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved informally within thirty (30) days, it will be submitted to the state or federal courts located in Wyoming, which shall have exclusive jurisdiction.

16. Entire Agreement & Amendments

This Agreement, together with any accepted proposal or SOW, constitutes the entire agreement between the Parties regarding the Services and supersedes any prior discussions or understandings. Amendments must be made in writing and signed or confirmed by email by both Parties.

17. Contact

Questions about these Terms or a current engagement can be sent to northlimit@proton.me or by mail to THE NORTH LIMIT LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, United States.

This page is provided for general informational purposes as a standard framework for engagements with The North Limit LLC and does not constitute legal advice. For a specific engagement, a signed proposal or statement of work referencing this Agreement will govern the relationship between the Parties.