Terms & Conditions

Effective: 25 June 2026.

These Terms & Conditions ("Terms") govern your engagement with SSW for consulting services, software development, and related work in the United States. Accepting an order, signing a statement of work, or instructing SSW to begin work constitutes acceptance of these Terms.

SSW Consulting Rates (USD)

All rates are in U.S. dollars and exclude applicable sales, use, or other transactional taxes. Daily rates assume an 8-hour day.

Developers

Low-Code

Data

SysAdmins

Designers

Marketing + Media

Specialists

1. Terms & Conditions

This contract is governed by the laws of the State of Delaware, United States. Prior agreements between the parties are superseded by this document.

2. Limited Liability

SSW and its suppliers bear no responsibility for accidental, consequential, incidental, or indirect damages — including loss of profits, business interruption, or data loss — arising from software use or the inability to use it. SSW's liability for any claim, whether in contract, tort, or other theory of liability, will not exceed the amount paid for products or services in the preceding 12 months, except where such limitation is prohibited by law.

3. Copyright

SSW retains intellectual property rights, copyright, and company trade secrets in all software, upgrades, manuals, and documentation, subject to Section 14 (Source Code Ownership). SSW reserves the right to reuse software, components, and materials in other applications and for its own purposes.

4. Development Work Credit

For web development services, the Client agrees that:

• SSW receives a permanent credit on the site stating "Proudly developed by SSW" linking to www.ssw.com.
• SSW may use the work in promotional materials.
• The Client must remove the credit within 24 hours of SSW notice if requested by SSW.
• For video productions, the credit reads "Proudly produced by SSW TV".
• SSW reserves the right to publish case studies on completed work.

5. Microsoft Digital Partner of Record (DPOR)

The Client agrees that SSW will be its nominated Microsoft Digital Partner of Record (MDPR), and authorizes SSW to update any of the Client's relevant Microsoft services to nominate SSW's Partner ID. This arrangement continues for 12 months following termination of the engagement.

6. Hourly Rate Work

Unless specified otherwise in writing, the Client authorizes work on an hourly basis. SSW may provide time estimates, but these are non-binding; all hours performed are charged at the stated rates. SSW does not provide estimates for work under 24 billing hours.

• On-site minimum: 4 hours per resource.
• Off-site minimum: 1 hour during business hours, or 2 hours outside business hours.
• Resources rotate every 6 months to promote knowledge transfer and prevent burnout.
• Whole-day bookings canceled within 4 business hours of the scheduled start incur an 8-hour minimum charge per resource.

7. Prepaid Work

SSW offers prepaid rates in 40-hour blocks per resource. Prepaid rates take effect upon receipt of payment; rates revert to standard if payment does not occur before work starts, or for subsequent invoices. Payment within 24 hours of invoice receipt maintains prepaid pricing.

Unused prepaid credit expires 12 months from the date of issue of the invoice. No refund will be made for unused prepaid credit.

8. Fixed-Price Work

SSW may undertake fixed-price work against an agreed written specification. Specifications remain fixed; any additional or unspecified work is billable.

Payment schedule:

• 50% before work begins;
• 25% upon submission for testing;
• 25% before production deployment, or 30 days after the test-request email, whichever is earlier.

SSW conducts fixed-price work only in development and staging environments. The Client forfeits any incomplete or unfinished work the moment the PBI(s) / Sprint enters production.

Excluded from fixed-price agreements: on-site work, meetings, specification development, production deployment, third-party component integration, data migration, network or hardware services, and graphic design.

9. Requests for Work

Work authorization derives from written, electronic, or verbal requests from the Client, its employees, or its representatives. The Client may designate a Product Owner in writing; once designated, the Product Owner has sole authority to request billable work. All requests CCing the Product Owner are deemed authorized.

10. Warranty

No warranty applies to work performed on an hourly basis, including bug fixing. SSW and its suppliers disclaim all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

A 5 business day warranty applies to fixed-price PBI(s) / Sprints upon staging delivery (not production). If work enters production before 5 business days elapse, the warranty ends.

The warranty covers bugs where:

• The application crashes due to code (excluding third-party product failures);
• The application displays data inconsistent with the specified business rules;
• The application lacks specified functionality;
• The page design substantially conflicts with the agreed mockups;
• Developers can reproduce the issue on a test server while the application remains non-live and the issue was reported within the warranty period.

All software bugs are presumed to fall outside the warranty unless proven otherwise by the Client. SSW work performed during a warranty period does not constitute admission that the work is covered by the warranty.

"Business Day" means any day other than a Saturday, a Sunday, or a U.S. federal public holiday.

11. Uninvited Solicitation

The Client and its associated entities agree not to employ, recruit, or solicit SSW employees or former employees during the engagement and for 6 months following its termination.

Breach triggers payment of 29% of the total annual remuneration package paid to the solicited employee by the new employer, payable within 14 days of discovery. This amount represents a genuine pre-estimate of damages flowing to SSW as a consequence of the breach, taking into account recruitment and training costs. If remuneration documentation is unavailable, the compensation equals 125% of the employee's compensation at the date of their departure.

12. Support

The Client must apply current operating-system updates before reporting issues. SSW will perform these tasks at the Client's expense if not completed successfully. Software support operates under hourly rates, Service Level Agreements, or per-issue arrangements.

SSW supports web applications accessed using the most recent version of Microsoft Edge, Google Chrome, Mozilla Firefox, or Apple Safari at the time support is provided. No other browsers are supported.

13. Negotiation of Rates in Foreign Currency

SSW may agree to fixed or hourly rates in a foreign currency. All invoices are rendered in U.S. dollars based on the relevant exchange rate published on xe.com at the time the invoice is generated. The Client bears all currency exchange and international transfer costs.

14. Source Code Ownership

Copyright in SSW-developed software vests in the Client upon acceptance, excluding Retained Software. "Retained Software" means generic software, the SSW Framework, and the SSW Toolkit. SSW holds copyright and intellectual property in Retained Software, and grants the Client a non-exclusive, transferable, perpetual U.S. license to use, deploy, and modify the Retained Software for internal purposes within the Client's company group.

SSW reserves the right to use programming tools, skills, and techniques acquired during the engagement for any purpose, including third-party software development.

15. Service of Notices

Service of all notices is sufficient if delivered or sent by email (preferred) or by postal mail (standard, certified, or registered) to either party's business address.

16. Testing

The Client is responsible for testing the software. Before submitting work for the Client's testing, SSW developers may:

1. Run automated testing with SSW CodeAuditor (for web applications);
2. Run automated testing via unit tests;
3. Perform an internal "Test Please" (alpha testing) — for example, confirming that pages or forms load, without verifying business rules.

Following the Test Please email, the Client must promptly conduct User Acceptance Testing, checking the specified PBI(s) / Sprint for bugs and sending all feedback within 5 business days (the testing period).

For fixed-price work, SSW may withhold future development if current releases remain unapproved. For time-and-materials work, PBI(s) / Sprints are considered auto-approved and deployed to production once the testing period has expired.

For mobile development, SSW supplies 1 recent Android device and 1 recent iOS device per team. The Client supplies any additional devices for testing, and is responsible for ensuring their availability and compatibility for testing and deployment.

17. Use of AI Technologies

The Client authorizes SSW to use such third-party Artificial Intelligence technologies (GitHub Copilot, Azure AI, Claude, and similar) as SSW considers appropriate in the conduct of the work. The Client must notify SSW in writing if there are any specific AI technologies that they would prefer were not used.

18. De-identification of Data

The Client must de-identify any data provided or supplied to SSW prior to that data being supplied. For the purposes of this clause, "de-identify" means removing any information that identifies — or could reasonably be used to identify — an individual.

The Client warrants that any data supplied has been de-identified in accordance with applicable U.S. federal and state data-protection laws, including (where applicable) HIPAA, the CCPA, the CPRA, and equivalent state statutes.

19. Training & Documentation

Training is charged in half-day or full-day sessions. Documentation is provided at additional cost; unestimated or unquoted documentation is not supplied. Custom documentation — including additions, deletions, and amendments — is charged to the Client's account.

20. Cancellations by the Client

• Hourly job cancellation by the Client results in charges for hours completed.
• Whole-day bookings canceled within 4 business hours of the scheduled start incur an 8-hour minimum charge per resource.
• Whole-day bookings that involve travel and accommodation, canceled within 48 hours (16 business hours) of the scheduled start, incur an 8-hour minimum charge per resource.
• For canceled hourly work, any prepaid balance not fully used is credited to future work, with no refund.
• For canceled fixed-price work, SSW retains the initial 50% payment; further hours completed are charged as a proportion of the quoted price.

21. Cancellations by SSW

• SSW reserves the right to terminate fixed-price project specifications without notice, charging pro-rata for completed work.
• SSW may terminate prepaid work blocks without notice, refunding unused hours as a proportion of the purchase value.
• SSW may terminate ongoing service contracts (hosting, database updates, etc.) with 14 days' notice; unperformed services that have been paid for are refunded proportionally to the percentage of the project completed.

22. Payment Terms

SSW may at its sole discretion conduct work only on a prepaid basis. Otherwise, payment terms are 7 days from invoice, or US$30,000 per full-time resource booked — whichever limit is reached sooner. The Client authorizes SSW to stop work upon exceeding these limits. SSW may pursue legal recovery and may withhold delivery of source code until invoices are paid.

The Client has 7 days from the date of receipt of an invoice to query the invoice or timesheet. After this period the Client waives any right of reply on the invoice.

Clients domiciled outside the United States must prepay.

23. Interest

SSW reserves the right to charge interest on all overdue accounts (including fees and disbursements) at a rate of 8% per annum compounded daily, subject to the maximum rate permitted by applicable law. Overdue accounts are accounts that remain unpaid after 7 days from the date of invoice for services or products provided by SSW.

24. Credit Card Surcharge

All payments made by credit card incur a 3.5% surcharge — the same charge that Stripe charges SSW. The surcharge reflects the cost of credit-card processing. Credit-card invoices cannot be split.

25. Deadlines

SSW may choose to estimate the completion date of a project. While we will endeavor to meet all deadlines, we do not offer any guarantees, and SSW is not liable for losses suffered due to a project being completed after the estimated completion date.

26. Equipment

SSW is not liable for any equipment failures, whether of SSW's equipment or of equipment at the Client's site, to the maximum extent permitted by law.

27. Viruses

While SSW endeavors to keep all its hardware virus-free, the Client is expected to maintain current virus protection. SSW is not liable for any accidental infection of the Client's hardware.

28. Expenses

When the Client requests, or the work requires, travel to a location SSW deems safe and within reasonable travel time:

Within the metropolitan area where the assigned SSW resource is based:

• Full-day bookings: travel is not billable, except for interstate or long-distance employee travel.
• Part-day bookings (under 8 hours on-site): travel time is billable at standard rates.

Outside that metropolitan area:

• Partial-day bookings: all business-hours travel time is billable; travel time equals the duration of the return trip between the SSW office (or resource location) and the Client's site.
• The Client pays ordinary expenses, including accommodation, airfare, and ground transportation with reasonable baggage allowances.
• Accommodation is charged at market rates, but at a minimum of US$150 per person per night if the Client does not book it.
• A per-diem of US$60 per person per day applies for meals if the Client does not provide them.
• SSW-arranged flights or expenses incur a 20% administrative fee.

29. Sales & Transactional Taxes

Unless otherwise provided in this Agreement, all amounts payable have been calculated without regard to sales, use, or other transactional taxes. Any amount payable on account of such taxes as a consequence of a supply made under this Agreement is payable to SSW at the same time as payment for the relevant supply.

30. Severability

Each of the above clauses is severable and is enforceable separately. If one or more clauses are deemed unenforceable, this does not affect the validity of the rest of the contract.

31. Business Hours

SSW Business Hours are Monday through Friday, 09:00 – 18:00 Eastern Time, excluding U.S. federal public holidays. Resources based outside the Eastern Time zone keep equivalent business hours in their local zone.

Agreement

The Client authorizes the above Terms and agrees to be bound by SSW's Terms & Conditions after reading them. This agreement is effective on acceptance and may be terminated within 1 month, in writing, by either party. This contract is governed by the laws of the State of Delaware, United States. The parties submit to the non-exclusive jurisdiction of the courts of Delaware. The operation of the postal acceptance rule is expressly excluded.

Sign-off

Print this section, fill it in, and return it to SSW with your order to confirm acceptance of these Terms.

Authorized Person

Position

Person or Full Company Name

Signature & Date

Client registered business address

Client EIN + date of incorporation