Managed Services Terms & Conditions

These Managed Services Terms and Conditions (“Terms”) are incorporated by reference into each Statement of Work (“SOW”) executed between RheoData, LLC (“Provider”) and the client identified in the SOW (“Client”). Together with the applicable SOW, the RheoData Data Processing Agreement, and the RheoData Terms of Sale, these Terms constitute the complete agreement between the Parties for managed services engagements. In the event of a conflict, the order of precedence is: (1) the SOW, (2) these Terms, (3) the Data Processing Agreement, (4) the Terms of Sale. Capitalized terms not defined herein have the meanings set forth in the applicable SOW.

1. Phased Delivery Model

Services under each SOW will be delivered in the following phases:

Phase 1 — Onboarding (Weeks 1–4)

Provider will conduct an initial assessment of the Client’s environment, obtain necessary access and credentials, review existing documentation, and establish communication and ticketing workflows. Deliverables for this phase include an Environment Assessment Summary and a confirmed Support Procedures document.

Phase 2 — Steady-State Operations (Ongoing)

Following onboarding, Provider will deliver recurring managed services as described in the SOW’s Detailed Task Breakdown. Monthly service hours will be consumed according to the selected Service Plan. Provider will deliver a Monthly Service Report summarizing hours used, work performed, incidents addressed, and recommendations.

Phase 3 — Project / Initiative Support (As Needed)

Client may request Provider support for discrete projects such as upgrades, migrations, or new environment builds. These efforts will be scoped separately and, if they exceed the monthly service hours, will be handled through the Change Request Process defined in these Terms.

2. Service Levels

a. Support Request Submission

All service requests shall be submitted exclusively through Provider’s designated support ticket system. Requests submitted through any other channel (including email, phone, text, or verbal communication) shall not be subject to the service level commitments in this Section until formally logged in the ticket system.

b. Severity Classification

Upon receipt of a properly submitted support request, Provider shall classify the request according to the following severity levels:

Provider shall assign the initial severity classification in good faith. Client may request reclassification by providing additional context through the ticket system; Provider shall review and respond within one (1) business hour during business hours.

c. Initial Response

Provider shall respond to each properly submitted support request within the timeframe specified above. “Initial response” means written confirmation via the ticket system that the request has been received, classified, assigned to qualified personnel, and that diagnostic or remediation efforts have commenced. An initial response does not constitute a commitment to resolution within any specific timeframe.

d. Resolution

Provider shall use commercially reasonable efforts to resolve support requests in a timely manner consistent with their severity classification. Resolution timelines will vary based on complexity, environmental dependencies, and root cause. Provider shall communicate estimated resolution timelines upon initial assessment and provide status updates at the frequency defined above until the request is resolved or mutually reclassified.

A request shall be deemed “resolved” when Provider has restored the affected function to normal operation or implemented a mutually agreed-upon workaround, and Client has confirmed resolution or has not objected within two (2) business days of Provider’s resolution notice.

e. Escalation

If Client believes a request is not being addressed in accordance with these commitments, Client may escalate through the following path:

1. Level A — Provider’s assigned technical resource (via ticket system)
2. Level B — Provider’s designated Account Lead
3. Level C — Provider’s Principal / Managing Director

Each escalation level shall acknowledge within one (1) business hour during business hours and provide a remediation plan within four (4) business hours.

f. P1 Coverage

Initial response commitments for Critical (P1) requests apply 24 hours/day, 7 days/week, including holidays. All other severity levels are subject to business hours. P1 requests submitted outside business hours shall be reported via the ticket system and the emergency contact method designated during onboarding.

g. Service Level Reporting

Each Monthly Service Report shall include: total requests by severity; average initial response time by severity; average time to resolution by severity; open/unresolved requests with aging; and escalation count for the reporting period.

h. Business Hours

Unless otherwise stated, “business hours” and “business days” mean Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding U.S. federal holidays. Non-P1 requests submitted outside business hours are deemed received at the start of the next business day.

i. Service Level Remediation — Hour Rollover

If Provider fails to meet initial response commitments for more than 10% of total requests in any calendar month, Client is entitled to a rollover of unused service hours:

• >10% to ≤20%: Up to 8 unused hours roll over.
• >20% to ≤35%: Up to 16 unused hours roll over.
• >35%: All unused hours from the affected month roll over.

j. Exclusions

Service level commitments do not apply to requests arising from: (a) Client’s failure to meet its obligations; (b) force majeure events; (c) failures in third-party software, hardware, cloud platforms, or network infrastructure outside Provider’s reasonable control; (d) unauthorized modifications to supported systems; (e) Client’s failure to implement Provider’s prior recommendations related to the reported issue; or (f) mutually agreed scheduled maintenance windows.

3. Assumptions

The following assumptions underpin the scope, service plans, and pricing in each SOW. A material deviation may require a revision through a Change Request.

1. Provider will perform services remotely.
2. Client will provide Provider with timely access to all systems, environments, credentials, and VPN/network connectivity within five (5) business days of engagement start.
3. Client will designate a primary point of contact with authority to approve service requests, priorities, and deliverables.
4. Client will make its technical staff reasonably available for collaboration when required.
5. Client is responsible for all hardware, software, and cloud platform licensing. Provider will not procure licenses on Client’s behalf.
6. Client is responsible for maintaining data and system backups. Provider is not responsible for data loss from inadequate backup procedures.
7. Service hour estimates assume a stable operating environment. Significant unplanned incidents may consume hours at a higher rate.
8. Application-level testing, UAT, and results validation are Client’s responsibility.
9. Services are limited to the technology platforms identified in the SOW. Additional platforms require a Change Request.
10. Provider’s service hours are based on business days (Monday–Friday, 9:00 AM – 4:30 PM EST), excluding U.S. federal holidays. After-hours or weekend support requires a Change Request.

4. Change Requests

Work outside an SOW’s defined scope, or that would cause monthly service hours to be materially exceeded on a sustained basis, will be managed as follows:

1. Either Party may identify a potential change in scope and describe the desired work in reasonable detail.
2. Provider will prepare a written Change Request (CR) documenting the proposed work, estimated hours or duration, impact to existing services, and applicable fees.
3. No out-of-scope work will commence until the CR is approved in writing by Client’s designated point of contact.
4. Approved CRs will be billed at the overage rate specified in the SOW unless a different rate is mutually agreed upon in the CR.
5. Each approved CR is incorporated by reference into the SOW and subject to all terms of these Terms.

5. Billing and Payment

1. Managed Service Fees. Client shall pay the monthly fee set forth in the SOW. Fees are invoiced monthly in advance on or about the first business day of each calendar month. Provider is not obligated to commence or continue Services until the applicable fee is received.
2. Payment Terms. Invoices are due within thirty (30) calendar days of the invoice date. Payment shall be in U.S. dollars via the method specified in the SOW.
3. Overage Hours. Hours exceeding the monthly allocation are invoiced monthly in arrears at the overage rate in the SOW, with an itemized summary of date, description, and time spent.
4. Late Payment. Undisputed amounts past due accrue interest at 1.5%/month (or the maximum rate permitted by law, whichever is lesser), from due date until payment is received.
5. Suspension of Services. Provider may suspend Services upon 15 calendar days’ written notice if an undisputed invoice remains unpaid past the payment period. Suspension does not relieve Client of payment obligations. Provider shall resume within 2 business days of receiving all outstanding amounts.
6. Invoice Disputes. Client shall notify Provider in writing of disputed amounts within 15 calendar days of the invoice date. Undisputed portions remain due per normal terms. Parties shall resolve disputes in good faith within 30 calendar days. Failure to dispute within 15 days constitutes acceptance.
7. Taxes. All fees exclude applicable taxes, duties, or assessments. Client is responsible for all such taxes (except Provider’s net income taxes).
8. Proration. If an SOW commences or terminates mid-month, the fee for that partial month is prorated on a per-calendar-day basis.
9. Records and Audit. Provider maintains records of billable hours for one (1) year following each invoice. Client may review time records once per 12-month period upon reasonable written request.

6. Confidentiality

Each Party acknowledges it may receive confidential, proprietary, or non-public information of the other Party (“Confidential Information”). The receiving Party shall hold all Confidential Information in strict confidence, shall not disclose it to third parties without prior written consent, and shall use it solely for fulfilling obligations under the applicable SOW.

Provider further acknowledges that it may access, process, or store Client data including production data, database contents, PII, and records pertaining to Client’s customers, employees, or business partners (“Client Data”). Provider shall treat all Client Data as Client Confidential Information, shall not copy, retain, or transfer Client Data except as strictly necessary for the Services, and shall promptly return or securely destroy all Client Data upon termination, expiration, or Client’s written request. Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect Client Data.

Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided the receiving Party gives prompt written notice to the extent legally permitted.

These obligations survive termination or expiration for a period of two (2) years.

7. Limitation of Liability

EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY CAP. PROVIDER’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation applies to all causes of action in the aggregate.

To the extent Client Data is processed, the data protection obligations in the RheoData Data Processing Agreement and Terms of Sale apply. Where conflicts exist, the terms most protective of Client’s Personal Data govern for data protection matters.

Carve-outs. Nothing in this Section limits either Party’s liability for: (a) fraud or willful misconduct; (b) death or bodily injury caused by negligence; (c) breach of confidentiality obligations; or (d) Client’s obligation to pay fees for Services rendered. Client’s remedies for SLA failures are limited exclusively to the hour rollover provisions in Section 2(i).

8. Independent Contractor

Provider is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Provider’s personnel are not employees, agents, or representatives of Client. Neither Party has authority to bind or make commitments on behalf of the other without prior written consent.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. Any dispute that cannot be resolved through good-faith negotiation within thirty (30) calendar days shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in the State of Georgia. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

10. Intellectual Property and Work Product

Client Proprietary Information

Client retains all right, title, and interest in its proprietary information, data, systems, and materials provided to Provider. Provider acquires no rights except the limited right to use such information solely to perform the Services.

Provider IP

Provider retains all right, title, and interest in its pre-existing intellectual property, including methodologies, tools, software, frameworks, processes, templates, documentation, know-how, and best practices developed prior to or independent of the engagement.

License to Provider IP in Deliverables

To the extent Provider IP is incorporated into Work Product, Provider grants Client a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual license to use such Provider IP solely as embedded in the delivered Work Product and solely for Client’s internal business operations. Client shall not reverse engineer, decompile, or extract Provider IP for independent use.

Ownership of Work Product

Upon receipt of full payment, all Work Product created specifically for Client under the applicable SOW, excluding Provider IP contained therein, shall be owned by Client.