Engagement Terms

1. Parties and agreement

These Engagement Terms ("Terms") are the standard terms on which SmartAppetite Corporation dba Compyle Environmental ("Consultant", "we") provides environmental consulting services to the client identified in the order and authorization ("Client", "you"). An order becomes a binding engagement when Client (or Client's authorized representative) signs the engagement agreement we send by email for that report. The signed agreement is the contract for that report, and purchase orders or other terms do not apply unless we agree to them in writing. If the signed agreement and these Terms differ, the signed agreement controls.

2. Scope of services

Phase I Environmental Site Assessments are performed in general accordance with ASTM E1527-21 and the EPA All Appropriate Inquiries rule (40 CFR Part 312), and include consideration of potential vapor migration as part of the ASTM E1527-21 assessment. Records Searches with Risk Assessment are performed to SBA SOP 50 10 8.1. Transaction Screen Assessments are performed in general accordance with ASTM E1528-22, and the report attaches the database and historical records relied on. Desktop Screens are limited database and historical reviews with a written professional opinion and are not ASTM reports. Phase I updates refresh the components required by 40 CFR 312.20(b). Asbestos, lead-based paint and radon services are performed by licensed or certified subcontractors, and property condition assessments by qualified building assessors, under the standards stated on the applicable service page. Phase II investigations are scoped and coordinated by Consultant and performed by licensed third parties under their own agreements.

Unless expressly included in the order, services exclude sampling of soil, groundwater, soil vapor, air or building materials; wetlands, endangered species, cultural resources, NEPA and zoning reviews; regulatory compliance audits; and cost estimates for remediation. A Phase I ESA identifies recognized environmental conditions based on reasonably ascertainable information; it cannot guarantee that a property is free of contamination.

3. Standard scope, price and changes

Published flat prices apply to standard-scope properties: one parcel, up to 5 acres, up to 3 buildings and 50,000 square feet of buildings in total, and no heavy industrial or manufacturing use. Multiple parcels, including contiguous parcels under one owner, require scope review and a fixed quote before authorization. Properties outside the standard scope are quoted as a fixed fee before authorization. If, after authorization, the property is found to differ materially from what the order describes (for example, additional parcels, buildings, or an undisclosed industrial history), we will notify Client and agree on a revised fixed fee before proceeding; Client may instead cancel and pay only for work performed under Section 8.

4. Schedule

Delivery commitments are stated in business days and begin when Client authorizes the engagement and, for services requiring a site visit, when site access with a knowledgeable contact is confirmed. Rush schedules are available for the fees shown on the order. Delays caused by denied or rescheduled access, unavailable interviewees, agency file review response times beyond our control, Client information that arrives after we need it to proceed, or Client changes to scope extend the schedule day for day, but only to the extent they affect completion. Our on-time guarantee: if we deliver after the committed date for reasons within our control, we take $250 off the fee, or refund the full fee if it is under $250.

5. Client responsibilities (the "User" under ASTM E1527-21)

For a Phase I ESA, Client, as the User, is responsible for (a) completing the ASTM User Questionnaire we provide; (b) disclosing any specialized knowledge or experience relevant to the property, any relationship between the purchase price and fair market value that may indicate contamination, and commonly known or reasonably ascertainable information about the property; (c) searching title records for environmental cleanup liens and activity and use limitations and providing the results (Consultant's regulatory records review does not replace that title-record search); and (d) providing prior environmental reports in Client's possession. Client will arrange access to the property and adjoining areas, identify a knowledgeable site contact, and confirm that entry is authorized. Consultant is not responsible for conditions concealed by lack of access or by Client's failure to provide information.

6. Reliance

The report is prepared for the exclusive use of Client and the reliance parties named in the order. For SBA-financed transactions, the SBA SOP 50 10 8.1 Appendix 5 reliance letter is included at no charge with each Phase I ESA, Phase I update and Transaction Screen; SBA does not require one for a Records Search with Risk Assessment. Additional reliance parties may be added for the fee shown on the order, and the reliance letter is issued within 1 business day of a complete request. Reliance by any other party is not permitted without our written consent. Reports are valid for the periods stated in the applicable standard (for Phase I ESAs, 40 CFR 312.20 requires the components listed in 312.20(b) to be conducted or updated within 180 days before the date of acquisition, and the inquiry as a whole within one year before that date).

7. Personnel, subcontractors and technology

The inquiry is performed by, or under the supervision or responsible charge of, an Environmental Professional who meets the definition in 40 CFR 312.10 and who signs the report with the declarations required by 40 CFR 312.21(d). Site visits for Phase I ESAs, Phase I updates and Transaction Screens are made by a qualified field professional under the Environmental Professional's supervision, and the Environmental Professional signs each Transaction Screen. Licensed or certified subcontractors perform asbestos, lead and radon services, and qualified building assessors perform property condition assessments; asbestos, lead-based paint and property condition reports are signed by the inspector or assessor and reviewed and co-signed by an Environmental Professional, and radon results letters are signed by the Environmental Professional. Consultant remains responsible for the coordination and quality of the deliverable. Consultant uses proprietary software to collect regulatory and historical records, organize evidence and prepare drafts; every finding is reviewed by the Environmental Professional before the report is issued.

8. Fees, invoicing and cancellation

No payment is collected online. Fees are invoiced on delivery of the report. Lenders and brokers are invoiced net 15 days; other clients are invoiced for payment on receipt by card or ACH. Volume pricing and monthly invoicing are available under a separate master agreement. If Client cancels before any site visit or third-party cost is incurred, no fee is due for field services and desk services are billed at 50% of the fee if records collection has begun. If Client cancels after the site visit or after third-party costs are incurred, Client pays for work performed and costs incurred, up to 75% of the fee.

9. Acceptance guarantee

If a lender or the SBA declines to accept a report because it does not comply with ASTM E1527-21, ASTM E1528-22 or SBA SOP 50 10 8.1 as applicable, we will correct the report at no charge; if we cannot, we refund the fee for that report. This guarantee does not cover rejections based on the findings themselves, on lender-specific scopes not requested at order, or on requirements adopted after the report date.

10. Standard of care, limitations and liability

Consultant will perform the services with the care and skill ordinarily exercised by environmental professionals performing similar services under similar conditions at the same time and locality. No other warranty, express or implied, is made. Environmental site assessments are inherently limited by the information reasonably ascertainable at the time; data gaps are identified in the report. To the fullest extent permitted by law, Consultant's total liability to Client and all reliance parties for any and all claims arising from the services, whether in contract, tort or otherwise, is limited to the greater of the fees paid for the report or $50,000. Neither party is liable for consequential, indirect or punitive damages, including loss of financing, profits or use. Client agrees that claims must be brought within two years of report delivery. As to a party named in a reliance letter Consultant issues, including the SBA SOP 50 10 8.1 Appendix 5 reliance letter, the letter's terms govern to the extent they differ from this Section. The Appendix 5 letter waives, as to the SBA lender and SBA, limits on the amount of liability up to $1,000,000 and time limits on liability other than state or federal statutes of limitation.

11. Confidentiality and documents

Consultant will keep Client information confidential except as required by law or as necessary to perform the services (including sharing property information with field personnel, laboratories, subcontractors and service providers, such as software, data and records vendors, bound by confidentiality obligations). Consultant may disclose findings to governmental authorities where required by law. Field notes, photographs and data files remain Consultant's property; the report is licensed to Client and the named reliance parties for the transaction described.

12. Electronic records and signatures

Client consents to conduct this engagement electronically. Signing the engagement agreement through our electronic signature service constitutes Client's electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state law. The signature service records the signer, the time of signing and the signed document, and a copy is sent to the signer. Engagements accepted through our former website authorization page, before October 14, 2026, keep the record and the terms version they accepted.

13. General

These Terms are governed by the laws of the State of Delaware without regard to conflict-of-law rules. The parties will attempt in good faith to resolve disputes through negotiation, then mediation, before litigation. If any provision is unenforceable, the remainder remains in effect. Consultant may update these Terms at any time; an update does not change an engagement agreement already signed.