Terms of engagement.

8.1 Aggregate Liability Cap. Except as stated in §8.5, CompliAct's total aggregate liability for any claim arising out of or related to this engagement—whether in contract, tort, or otherwise—shall not exceed the fees paid by Client for the specific engagement giving rise to the claim. If the claim arises from a quarterly retainer, the cap is the fees paid in the four calendar quarters immediately preceding the claim.

8.2 Excluded Damages. CompliAct is not liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, regulatory fines, penalties, enforcement actions, or reputational harm, even if advised of the possibility of such damages.

8.3 Client Reliance and Input. All deliverables rest on the accuracy, completeness, and timeliness of information Client provides in the intake questionnaire and subsequent communications. CompliAct does not independently verify Client's representations. Inaccurate or incomplete intake responses materially affect deliverable quality and are Client's sole responsibility.

8.4 Current Law and No Guarantee. Deliverables are based on public instruments and guidance in effect on the delivery date, including the EU AI Act, NIST AI RMF 1.0, ISO/IEC 42001, and applicable Canadian and US regulations. Regulatory interpretation and requirements evolve; CompliAct does not warrant that deliverables will remain current or sufficient for any future regulatory review or enforcement action. CompliAct does not guarantee any specific regulatory outcome, exemption, or compliance status. A dossier demonstrates reasonable governance efforts in response to known requirements at the time of delivery; it is not a guarantee against fines, penalties, or regulatory intervention.

8.5 Carve-Outs. The liability cap in §8.1 does not apply to: (a) CompliAct's gross negligence or willful misconduct; (b) CompliAct's infringement of third-party intellectual property rights; (c) CompliAct's breach of Client's confidential information; or (d) Client's non-payment of fees.

8.6 Client's Responsibility. Client is solely responsible for implementing recommended remediations, interpreting deliverables in its own legal and regulatory context, and engaging licensed counsel for legal opinions or regulatory strategy.

8.7 Third-Party Claims. CompliAct is not liable to Client for claims by third parties, including Client's customers, investors, or regulators, arising from Client's use of deliverables.