Standard Terms and Conditions

These Standard Terms of Engagement (“Standard Terms”) apply to all engagements undertaken and Services provided by OSPOCO, LLC (“Ospoco”). These Standard Terms are effective for all clients as of the "Last Modified" date above.

Billing and Payment

1. Monthly Billing. Unless some other arrangement has been agreed upon with the Client, Ospoco will bill monthly, in advance, for all fixed price service subscriptions. Services that are performed à la carte will be billed monthly for all services and expenses. At the beginning of each month, Ospoco will provide an invoice to Client via email to a Client-designated address (by default the email address of the Client-Designated Contact). The subscription details and work performed by Ospoco on behalf of the Client will be described in the invoice.
   
   If the Client has put a credit card on file with Ospoco, then Client hereby authorizes Ospoco to debit the amount described in the invoice upon issuance. Payments in excess of one thousand dollars ($1000) made via credit card will be subject to a 4% surcharge to cover credit card fees. Otherwise, payments via wire transfer may be submitted using the information on the invoice. If you need help, contact us for wiring instructions at [email protected].
   
   Payment of each invoice is due upon receipt. A surcharge of one and a half percent will be applied each month to all amounts overdue, including fees, starting 30 days after the invoice is sent to the Client.
   
   
2. Expenses. Third-party expenses, including mark-up and surcharge for the cost of carrying the charge until payment is made by the Client will appear on the Client’s bill. The Client may be asked to pay directly certain larger expenses that are invoiced by third parties for services obtained for the Client’s account.
   
   
3. Standard Rates. Ospoco’s subscription services are provided flat-rate. If non-subscription (“à la carte”) services are requested, then Ospoco will provide an estimate using Ospoco’s standard service and consulting rates (the “Standard Rates”). All à la carte work will be billed at Ospoco's Standard Rates unless there is a written agreement with Client stating otherwise. Individuals are available in blocks of ten hours at the following Standard Rates:
   
   • Tier 1 Services, per hour: $250.00
   Regular support and expert services
   • Tier 2 Services, per hour: $350.00
   Senior professional resources, consulting services or expedited support services
   • Tier 3 Services, per hour: $500.00
   Service level response times within 8 business hours, or executive level consulting services
   • Tier 4 Services, per hour: $750.00
   Legal services or unique community resources
   
   Any estimate of fees, costs, or time that we may have discussed is just an estimate for use in planning purposes. We will make every good-faith effort to keep the Client apprised of any changes in Ospoco’s estimates due to changed circumstances or new information. The Client is still responsible for full payment, regardless of any estimates given.

Client Relationship

1. Client-Designated Contact. The Client will designate a primary contact for the relationship with Ospoco, and may designate other contacts for particular Statements of Work (“SOW”) or other subscriptions (the “Client-Designated Contacts”). Ospoco will make a good-faith effort to communicate as broadly and completely as is appropriate for each matter, but Ospoco reserves the right to request confirmation of any changes in the scope of any Services with the appropriate Client-Designated Contact. Ospoco will keep Client informed of significant developments in the Services, and will consult with the appropriate Client-Designated Contact in advance of taking any major actions.
   
   
2. Client Responsibilities. Ospoco provides targeted consulting and expert assistance, taking into account industry best practices and Client’s specific circumstances. However, neither Ospoco nor its experts control or direct Client, Client’s employees, or Client contractors. As such, implementation of the customized best practices is dependent on Client efforts to integrate the best practices into Client’s existing development and software distribution practices.
   
   Client agrees to cooperate with Ospoco by providing accurate, timely, and relevant information needed for Ospoco’s performance of the Services. The Client-Designated Contacts speak for the Client relative to the Services identified. Failure to promptly and fully cooperate with Ospoco may result in delays or the termination of your Agreement or subscription “for cause” as laid out in these Standard Terms or in specific Agreements.

Standard Policies and Procedures

1. Ospoco Company Standards. Ospoco takes pride in its services and expects high standards of professional and ethical conduct. Ospoco also maintains policies guiding expected behavior and processes, including confidentiality, privacy and data protection standards, and nondiscrimination policies that meet or exceed those required by law.
   
   
2. Retention of Documents and Client Material. Following termination of our engagement, any otherwise non-public information that the Client has supplied to us will be archived and kept confidential. Upon the Client’s written request, the Client’s papers and property will be destroyed or returned to the Client promptly upon receipt of payment for all outstanding fees and expenses, unless otherwise required by law. The loading and destruction of regular backup files may be subject to a per-hour fee at our standard consulting rates. Our own files pertaining to the engagement will be retained by Ospoco in accordance with our normal policies. All records and files will be retained and disposed of in compliance with our policy in effect from time to time without further notice to the Client. Subject to future changes, it is our current policy generally not to retain records relating to an engagement for more than one year.
   
   
3. Consent to Describe Engagement. Ospoco may, without disclosing any Confidential Information, describe to prospective and current clients its engagement with the Client, including the types of projects undertaken and the results obtained.

Security and Data Protection

1. Security Vulnerability Reporting. To get in touch with Ospoco security personnel or to report security vulnerabilities, send an email to [email protected]. The PGP key for sending encrypted email to that address may be requested by contacting Ospoco.
   
   
2. Data Protection Principles. Ospoco understands that it may come into contact with protected and private data, including protected personal information. Ospoco maintains appropriate confidentiality with regard to all Client data, and uses it only in conjunction with the following principles:
   
   • Client data is only processed fairly and lawfully
   • Client data is obtained only for specific, lawful purposes
   • Client data is not be held for any longer than necessary
   • Client data is processed in accordance with the rights of data subjects
   • Client data is protected in appropriate ways
   • Client data is only accessed by those who need it for their work
   • Client data is not shared or transported informally
   • Client data is not transferred outside national boundaries without approval of the Client in the project plan
   
   Ospoco does not direct the acquisition or use of Client Data and has no ability to determine if any provided Client data is accurate. Client is solely responsible for compliance with appropriate laws regarding its collection and use of data. If Client makes it known in writing to Ospoco that specific restrictions apply to the use, storage, transfer, or processing of identified data, Ospoco will comply with Client’s written request.
   
   
3. Ospoco Data Protection Policies. Ospoco applies the following policies to all Client data:
   
   • Ospoco maintains appropriate encryption of all Client data, both on disk and in transit
   • Ospoco employees are required to stay up to date on security practices, including the use of strong passwords
   • Ospoco’s computer systems are protected with appropriate security software and network rules
   
   
4. Compliance with Law. Ospoco will only disclose Client data pursuant to a court order, subpoena, or other lawful request.
   
   
5. Data Protection Officer. Ospoco’s Data Protection Officer may be reached at [email protected].

Disputes and Warranties

1. Disclaimer of Warranties; Limits on Liability. Ospoco provides guidance and counseling, but does not guarantee any particular outcome for Client. Services and Deliverables (if any) are provided as-is and with all faults, without any representation or warranty of any kind, either express or implied, including without limitation any representations or endorsements regarding the use of, the results of, or performance of the services, its appropriateness, accuracy, reliability, fitness for purpose, or correctness. The entire risk as to the use of this product is assumed by Client.
   
   
2. Dispute Resolution Process. The following Dispute Resolution Process applies to any Service, Deliverable, or other claim arising under any agreement between Ospoco and a Client:
   • As a prerequisite to filing any action under this Agreement, a party wishing to raise a dispute must provide written notice and a disclosure of the basic facts and circumstances necessary to understand the dispute to the other party. The parties will then engage in good faith discussions and efforts to resolve the dispute, including a 30-day cure period extendable by agreement of both parties.
     
   • If the parties fail to resolve the dispute through good faith two party discussion, the dispute is then submitted for non-binding mediation before a neutral third party, to be chosen jointly by the parties. The mediation shall be conducted and administered by the American Arbitration Association (AAA) under its mediation rules. The costs of any mediator shall be borne by the party requesting mediation.

Definitions

The following definitions apply to Ospoco's services, whether or not they are capitalized, unless superseded by the terms in a SOW:

1. Supported Developer. A "supported developer" is a developer or IT professional in your organization that directly interacts with source code repositories, either through development, packaging, or deployment.
   
   
2. Virtual Head. One "virtual head" is one or more Ospoco professionals available on-call/on-demand or working on Client matters for an average of thirty-six (36) hours each working week. One virtual head may involve the efforts of multiple Ospoco associates. Fractions of a virtual head are calculated by multiplying 36 by the appropriate fraction (e.g., 0.5 virtual head = 18 hours/working week; 1.25 virtual heads = 45 hours/working week). For availability calculations a month has 160 working hours.
   
   
3. Tiered Support. Some Ospoco associates may be identified as "Tier 2," "Tier 3," or "Tier 4" associates. Tier 2 associates count 2x per hour against your allocation (e.g., each hour of time counts as two hours against the allocation for that week). Tier 3 associates count 3x per hour spent, and Tier 4 associates count at 4x per hour spent.
   
   
4. Working Week. A working week is Monday-Friday (or Sunday-Thursday in Israel), excluding all local, state, and national holidays as well as the week of Thanksgiving (in the US or Canada, as appropriate) and the last two weeks of December.

Updates to Standard Terms

1. Revision Procedure. Ospoco’s Standard Terms may be updated from time to time by posting an updated copy on Ospoco’s website, by providing an updated copy to a Client, or both. Note that Ospoco typically updates its Standard Terms, including its Standard Rates, once a year in January. Requests for new Services or the continuation of Services by the Client indicates acceptance of the updated Standard Terms.
   
   
2. Effect of Revisions. Revisions to Ospoco’s Standard Terms do not affect the agreed-upon prices in a SOW or subscription unless the SOW itself defines the prices relative to Ospoco’s Standard Terms.