Groundwork Customer Agreement

Version 1.1, revised November 3, 2026

This Customer Agreement (the “Agreement”) is entered into as of the Effective Date on the Order Form between:

Company: Texas Groundwork LLC d/b/a Groundwork, a Texas limited liability company (assumed name filed with the Texas Secretary of State on October 6, 2026) (“Company,” “we,” “us”); and

Client: the person or entity identified on the Order Form (“Client,” “you”).

Company and Client are each a “Party” and together the “Parties.” The Order Form and its exhibits are incorporated into this Agreement.

1. Services

1.1 Package. Company will provide the “Groundwork (Texas)” services described in Exhibit A (Order Form) and Exhibit C (Deliverable Checklist / Definition of Done), as marked In-Scope for this engagement.

1.2 AI-assisted delivery. Company may use AI-assisted tools to prepare drafts and assets. Company remains responsible for quality review of deliverables under this Agreement. Company does not claim AI replaces licensed professionals named in Section 10.

1.3 Partners. Certain services (including Texas LLC filing, EIN facilitation, registered agent year 1, and insurance quote/bind) are performed through third-party partners. Company will coordinate with Groundwork’s formation partner for Texas LLC filing and registered agent, and will refer Client to Groundwork’s insurance partner, NEXT Insurance, for quotes when Client asks. Company will not represent that filing or bind will occur by a set date.

1.4 Changes. Material scope changes require a written change order (email acceptable) stating fee and timeline impact.

2. Client responsibilities

Client will:

• Provide accurate, timely business details and documents;
• E-sign formation, IRS, RA appointment, and other identity-gated instruments when presented;
• Complete bank identity-verification and account-open steps (in-person or video as required by the bank or agency);
• Obtain personal licenses that require the individual’s own application;
• Approve or decline insurance quotes in writing;
• Complete Google Business Profile verification (phone, postcard, or video) when GBP is In-Scope;
• Operate the business after handoff (sales, fulfillment, compliance ongoing).

Delays in Client responsibilities extend timelines day-for-day and are not a breach by Company.

3. Out of scope

Unless expressly added on the Order Form, the following are out of scope:

• Ongoing bookkeeping, payroll operation, paid advertising management, or running Client’s sales calls after handoff;
• Formation outside Texas;
• Acting as Client’s attorney, CPA, enrolled agent, insurance carrier, insurance broker or agent, or broker of record;
• Guaranteeing bank account approval, marketplace approval, license grants, insurability, GBP verification completion by Google, or any business outcome;
• Trademark prosecution as counsel; employment / HR counsel for W-2 programs; dispute representation.

4. Fees and payment

4.1 Build Fee. Client will pay the one-time Build Fee of $1,600, which includes the Texas Secretary of State LLC filing fee. When a DBA is ordered, the optional DBA add-on is $150 and includes the Texas Secretary of State Assumed Name (DBA) filing fee, for a total of $1,750. The Build Fee (and DBA add-on, if ordered) is due in full at checkout, or paid over time through Klarna at checkout (Stripe checkout, invoice, or Payment Link labeled as Build Fee). Klarna, where offered, can cover the full $1,600 or $1,750. There are no pass-throughs (Section 4.2).

4.1A Services covered by the Build Fee. The Build Fee includes Company covering the first year of yearly services (domain registration and registered agent) and the first month of monthly services (business email, website hosting, and business phone). After that period, those services renew and Client pays each provider directly; Company does not bill them and Groundwork has no subscription. Booking via Google Calendar appointment scheduling is included; Client may opt out later.

4.2 No pass-throughs. There are no pass-through costs under this Agreement. Company pays the Texas Secretary of State LLC filing fee out of the Build Fee and, when a DBA is ordered, the Texas Secretary of State Assumed Name (DBA) filing fee out of the DBA add-on, through Groundwork’s formation partner. Client is not billed separately for state filing fees. The DBA add-on (GW-DBA, $150) applies only when Client’s trade name differs from its legal LLC name. Domain, registered agent, business email, website hosting, and business phone are not pass-throughs: Company covers their first term within the Build Fee (Section 4.1A), and Client pays each provider directly for renewals. Insurance premiums are not a pass-through; they are paid directly by you to the insurer. Any other third-party cost is paid by Client directly to the provider and is not billed by Company. SSL/HTTPS for the custom domain is bundled with Framer site/domain (provisioned by Framer when the custom domain is connected) — not a separate fee or SKU.

4.3 Taxes. Fees are exclusive of applicable taxes; Client is responsible for taxes Company is required to collect.

4.4 Failed payments / chargebacks. Company may pause work until amounts due are cured. Chargebacks may result in suspension and recovery of costs as permitted by law.

4.5 Refunds / kill fee. If Client cancels, or Company terminates without cause, before the Texas Secretary of State approves the LLC filing (and the DBA filing, if ordered), Company refunds everything Client paid, including the state filing fees. Once the state approves a filing, that filing’s state fee is non-refundable and the rest of the fee follows the terms below; if the LLC filing is approved but an ordered DBA filing is not, the DBA state fee is still refundable. After the state approves a filing: if Client terminates for convenience after kickoff, Company retains a kill fee equal to the greater of (a) 25% of the price Client paid, less the state filing fees for approved filings, or (b) the value of work completed, and refunds any Build Fee paid above that amount. If Company terminates without cause, Company refunds unearned Build Fee, less the non-refundable state fee of any approved filing. If the Texas Secretary of State rejects a filing, that is not a decline of Client; Company fixes and refiles at no extra charge. No refund of Build Fee solely because a bank, carrier, Google, or another third party (other than the Texas Secretary of State rejecting a filing) declines Client.

5. Timeline

Groundwork will share an estimated timeline after the Business Details form is complete. Government, partner, and Client delays are not counted against that estimate.

6. Third-party vendors; data sharing

Client authorizes Company to share Client information reasonably necessary with formation/RA partners, registrars, hosts, e-sign providers, payment processors, and Groundwork’s insurance partner, NEXT Insurance, to perform the Services. Vendor outages and government processing times are not a breach by Company.

7. Intellectual property

7.1 Upon full payment of amounts due, Client owns the final logo files, Client website content created specifically for Client, and other Client-branded deliverables produced under this engagement.

7.2 Company retains all rights in pre-existing tools, templates, playbooks, prompts, frameworks, and generic materials. Company grants Client a non-exclusive license to use Company templates embedded in deliverables for Client’s own business.

7.3 Portfolio. Unless Client opts out by email to support@txgroundwork.com, Company may show anonymized or named work samples in portfolios and case studies after handoff.

8. Confidentiality and data

Each Party will protect the other’s non-public information with reasonable care and use it only to perform under this Agreement. Company will handle EIN materials with least-privilege access and will not store full secrets in shared Google Docs. Company never stores Social Security numbers, ITINs, or copies of government ID; Client enters that information directly into IRS, partner, or bank forms.

9. Handoff; definition of done

“Handoff” occurs when Company delivers the In-Scope items on Exhibit C (or documents blockers that are Client- or agency-side). Ongoing operation of Client’s business is Client’s responsibility.

10. Disclaimers — not attorney, CPA, or broker

PLEASE READ.

Not a law firm. Company does not provide legal advice. Formation coordination and document packaging are operational services, often via partners. Client should consult their own attorney for legal advice, entity choice, and contract review.

Not a CPA / tax advisor. EIN facilitation and tax calendars are not tax advice. Client is solely responsible for tax elections, filings, books, and estimated taxes.

Not an insurance broker or carrier. Company refers Client to Groundwork’s insurance partner, NEXT Insurance, for quotes; coverage, binding, premiums, and renewals are between Client and the insurer (NEXT Insurance or the carrier it places).

Registered agent. Company arranges year-1 RA through a partner when In-Scope, and covers year 1 within the Build Fee; after year 1 the RA service renews, Client pays the RA provider directly, and Client must maintain continuous RA coverage.

Google Business Profile. When In-Scope, Company creates or claims GBP while signed in as the customer Workspace email or a Groundwork-managed Google account (then invites the founder as Owner). The founder completes Google’s verification. Company does not verify GBP end-to-end and does not claim “GW verifies GBP.”

Company does not guarantee approvals, timelines of third parties, insurability, or business results.

11. Limitation of liability; indemnity

11.1 Company’s aggregate liability under this Agreement will not exceed the total fees actually paid by Client to Company under this Agreement (excluding Texas Secretary of State filing fees that Company pays out of the Build Fee and DBA add-on). Company will not be liable for indirect, incidental, special, consequential, or lost-profit damages to the maximum extent permitted by law.

11.2 Client will indemnify Company against third-party claims arising from false business details or other information Client provides, unlawful use of deliverables, or Client’s operation of the business, except to the extent caused by Company’s willful misconduct.

12. Term; termination; pause

This Agreement starts on the Effective Date and continues through Handoff unless terminated earlier. Either Party may terminate for material breach uncured ten (10) days after written notice. Company may pause for nonpayment or missing Client inputs. On termination, refunds are handled per Section 4.5.

13. Governing law; disputes

Texas law governs. Exclusive venue: state courts in Denton County, Texas.

14. Acceptance; entire agreement

Client accepts this Agreement by checking the required terms box at Stripe checkout and completing payment. No signature is required, and the acceptance date is the checkout date. This Agreement (including Order Form and exhibits) is the entire agreement and supersedes prior proposals on the same subject. Amendments must be in writing (email OK if both Parties confirm).

15. Notices

Notices to Company must be in writing and sent to: Texas Groundwork LLC d/b/a Groundwork, PO Box 223, Aubrey, TX 76227; email: support@txgroundwork.com. Notices to Client will be sent to the name and email entered at Stripe checkout.

ACCEPTANCE — by checking the terms box at checkout

Exhibit A — Order Form (Groundwork — Texas)

The Order Form details are the ones shown at checkout and on the Stripe receipt.

Exhibit B — Fees (no pass-throughs)

There are no pass-throughs. Company pays the Texas SOS LLC filing fee out of the Build Fee and, when a DBA is ordered, the Texas SOS Assumed Name (DBA) filing fee out of the DBA add-on. SSL/HTTPS is not a separate line — bundled with Framer site/domain when custom domain is connected.

Also included: domain and registered agent (first year) and business email, website hosting, and business phone (first month) are covered by Company within the Build Fee. After that, those services renew and Client pays each provider directly; Company does not bill them and has no subscription.

Exhibit C — Deliverable checklist (Definition of Done)

Mark In-Scope for this Order. Handoff = In-Scope items delivered or documented as Client/agency blocked.

Exhibit D — AI / acceptable use (summary)

• Company may use AI tools in drafting; humans QA client-facing deliverables.
• Client will not use deliverables for unlawful purposes.
• Client remains responsible for final legal/tax/insurance decisions with their own advisors.

Questions about this Agreement: support@txgroundwork.com