Engagement Terms

These OnFrontiers Engagement Terms govern Scoped Engagements initiated through the OnFrontiers Platform and are incorporated into the OnFrontiers Terms of Service (the “Terms of Service”). The Terms of Service, and the agreements it incorporates, apply to each Scoped Engagement, supplemented by the terms set out below. Capitalized terms used but not defined in these Engagement Terms have the meanings given in the Terms of Service and the OnFrontiers Global Definition Schedule.

Parties. These Engagement Terms are entered into between OnFrontiers and the Customer. The Expert is not a party. An Expert’s obligations in connection with a Scoped Engagement, including the matters represented in Section 4.2, are governed by the Expert Participation Agreement between OnFrontiers and the Expert, and by the Expert-Client Agreement.

1. Definitions

“Engagement Order” means the OnFrontiers-generated, in-platform record of a Scoped Engagement specifying the named Expert, the scope of the advisory work, the period of performance, the Expert Fee (including the tiered per-hour rates and the cumulative-hour thresholds at which each tier takes effect), and the Not-to-Exceed Amount, which the Customer confirms in-platform to form the engagement. An Engagement Order sets out the engagement-specific commercial terms only and does not contain separately negotiated legal terms.

“Engagement Rate” means the amount payable to the Expert for a Scoped Engagement. The Engagement Rate is OnFrontiers’ Confidential Information and is not disclosed to the Customer.

“Not-to-Exceed Amount” means (or “NTE”) the maximum amount for which the Customer may be charged for a Scoped Engagement absent an amended Engagement Order.

2. Engagement formation and mechanics

2.1 Initiation. A Scoped Engagement begins with a need expressed by the Customer through the Platform, which OnFrontiers structures into an Engagement Order naming a specific Expert, the scope of the advisory work, the period of performance, the Expert Fee, and the NTE.

2.2 Formation by confirmation. A Scoped Engagement is formed when the Customer confirms the Engagement Order in-platform. Such confirmation is binding, and no separate signed instrument is required. The Terms of Service and these Engagement Terms, together with the confirmed Engagement Order, constitute the agreement for that Scoped Engagement.

2.3 Amendments. Changes to the scope, the period of performance, the Expert Fee, or the NTE take effect only when reflected in an amended Engagement Order confirmed by the Customer in-platform.

2.4 Hours, approval, and acceptance. The Expert submits hours through the Platform. The Customer’s approval of submitted hours is the acceptance event for the corresponding work and authorizes the associated charge. Where deemed approval is enabled for the Customer’s account (as it is by default, unless OnFrontiers configures otherwise for the account), a submission that the Customer neither approves nor disputes within the review window configured for the account is deemed approved, which constitutes the Customer’s acceptance of the corresponding work and authorizes the associated charge. A submission that the Customer has disputed under Section 2.8, or that is subject to a partial confirmation or withdrawal, is not subject to deemed approval while that is pending. The Customer is charged only for hours that the Expert submits within the time permitted on the Platform (including the post-closure window described in Section 2.6) and that are approved or deemed approved; the Customer is not charged for hours the Expert does not timely submit.

2.5 NTE cap. The Customer will not be charged above the NTE for a Scoped Engagement without an amended Engagement Order confirmed under Section 2.3.

2.6 Closure. A Scoped Engagement closes on the earliest of completion of the work, expiry of the period of performance, exhaustion of the NTE (absent a timely amendment under Section 2.3), or close by either the Customer or OnFrontiers. After closure, the Expert has a limited administrative window provided on the Platform (currently 14 days) to submit hours for work performed before the closure date; no new work is authorized, and submissions for post-closure work are not accepted. The Customer is charged only for approved (or deemed-approved) hours for work performed before closure.

2.7 Cancellation. After confirmation, a Scoped Engagement may be cancelled as provided on the Platform. On cancellation, a reconciliation window of seven (7) days applies for hours submitted for work performed before cancellation; the Customer is charged only for such hours as are approved or deemed approved, and submissions not resolved by the close of that window are rejected. Deemed approval does not apply during the cancellation reconciliation window.

2.8 Hours disputes and determination. The Customer may dispute a submission within the review window by providing a reason through the Platform. A disputed submission is escalated to OnFrontiers, which will facilitate resolution between the Customer and the Expert. If the dispute is not resolved within 14 days, OnFrontiers will make a good-faith, evidence-based determination of the hours payable on the disputed submission, based on the engagement record. That determination resolves the disputed hours unless, within ten (10) days after notice of the determination, the Customer refers the matter to the dispute-resolution mechanism in the Terms of Service. OnFrontiers’ determination addresses only the hours payable under the engagement, and is not a waiver of, and does not displace, that mechanism. (The hours payable to the Expert are determined under the Expert Participation Agreement.)

3. Fees and payment

3.1 Expert Fee. The Customer pays the Expert Fee for each hour of Expert Work approved (or deemed-approved under Section 2.4) in a Scoped Engagement, up to the NTE, in credits (for Guided Plans) or in US Dollars (for Pro Subscriptions or invoiced engagements), in accordance with the Customer Charging Policy. The per-hour Expert Fee rate is tiered and decreases as the cumulative number of approved hours in the Scoped Engagement increases; the rate for each tier, and the cumulative-hour thresholds at which a new tier takes effect, are set out in the confirmed Engagement Order. Each tier’s rate applies only to approved hours within that tier’s cumulative-hour band, and reaching a lower tier does not retroactively change the rate charged for hours in earlier tiers. Total Expert Fees for a Scoped Engagement will not exceed the NTE stated in the confirmed Engagement Order. Credits are consumed only against approved or deemed-approved hours, and OnFrontiers pays the Expert for approved and deemed-approved hours in accordance with the Expert Payment Policy.

3.2 Engagement Rate confidential; no cost audit. The Engagement Rate and OnFrontiers’ margin are OnFrontiers’ Confidential Information. A Scoped Engagement is a fixed-rate commercial purchase. The Customer’s audit rights, if any, are limited to invoices and approved-hours records for the specific Scoped Engagement and do not extend to OnFrontiers’ books, cost build-up, the Engagement Rate, or amounts paid to the Expert.

3.3 Billing. Charges are assessed at the close of each billing period for hours approved or deemed-approved during that period, and the full charging mechanics are governed by the Customer Charging Policy. For currency-billed engagements, where the Customer has authorized automatic ACH payment the amount is debited at billing-period close; otherwise OnFrontiers issues an invoice payable on the terms stated for the Customer’s account.

4. OnFrontiers commitments and surfaced expert representations

4.1 Platform commitments. For each Scoped Engagement, OnFrontiers will: (a) present an Expert whom OnFrontiers has vetted and onboarded under its expert-vetting program, with any enhanced or engagement-specific screening (for example, background checks) arranged where the Customer requires it, as agreed in an Order Form or rider; (b) operate the Platform mechanisms for hours submission, Customer approval, and billing so that charges reflect Customer-approved hours up to the NTE; (c) administer payment to the Expert, so that the Customer is not the payer of record to the Expert; (d) maintain the security program described in the Terms of Service for Customer data processed through the Platform; and (e) maintain the Platform so that the engagement can be conducted, recorded or transcribed where applicable, and documented. These are commitments as to the Platform and the administration of the engagement, and are subject to the limitation of liability in the Terms of Service.

4.2 Surfaced expert representations. OnFrontiers represents that, as a condition of Platform participation, it obtains from each Expert and maintains, under the Expert Participation Agreement, representations and obligations regarding: (a) absence of conflicts of interest and organizational conflicts of interest, and the duty to decline conflicted matters; (b) compliance with applicable government and post-government employment and ethics restrictions; (c) screening against U.S. sanctions and federal exclusion and debarment lists (OFAC and GSA SAM); (d) confidentiality; and (e) the assignment and license to OnFrontiers of the Expert’s contributions to the Work Product. Those expert obligations are set out in the Expert Participation Agreement and are incorporated by reference for the Customer’s benefit.

4.3 Per-engagement conflicts check. Where the Customer identifies competitors or active pursuits, OnFrontiers will screen the proposed Expert against them and obtain a per-engagement conflicts attestation before the engagement is confirmed. This screening supports any conflicts baseline or exclusivity commitment agreed under the Expert-Client Agreement.

5. Representation Services

5.1 Default: advisory only. Unless Section 5.2 applies, Experts provide advisory services only. An Expert will not represent or advocate for the Customer to any third party, will not contact government or legislative officials on the Customer’s behalf, and has no authority to act in the Customer’s name or bind the Customer.

5.2 Representation Rider. If the Customer wishes an Expert to act as the Customer’s representative or agent with any third party, the Customer, the Expert, and OnFrontiers must enter a separate, signed Representation Rider before any such services are provided. The Representation Rider will address, at minimum: (a) the precise scope and limits of authority; (b) a prohibition on lobbying or contact with legislative officials unless the Customer and the Expert are then registered and compliant with all applicable lobbying laws (for example, the Lobbying Disclosure Act and the Byrd Amendment); (c) management of organizational conflicts of interest; (d) conduct standards and required disclosures of affiliation; and (e) any adjusted indemnity and insurance terms. Absent a signed Representation Rider, such services are not authorized, and nothing in a Scoped Engagement authorizes them.

6. Engagement-specific commercial and risk terms

6.1 Commercial-item positioning. The Platform and the brokered advisory services are commercial products and commercial services within the meaning of FAR 2.101 and are offered and acquired on commercial terms under FAR Part 12. Only commercial terms and the rights set out in the Terms of Service and these Engagement Terms apply. Cost-accounting standards, cost-reimbursement principles, government audit rights, and subcontract flow-down clauses applicable to non-commercial or cost-reimbursable subcontracts do not apply.

6.2 Insurance. OnFrontiers maintains commercially reasonable insurance appropriate to its services, including commercial general liability, technology and professional liability (errors and omissions), and cyber and privacy liability. On written request, OnFrontiers will provide its current coverage limits and certificates of insurance, and, where agreed in an Order Form or rider, will warrant specified coverage limits and provide additional-insured, primary-and-non-contributory, or waiver-of-subrogation endorsements, in each case to the extent of and subject to the conditions of its coverage.

6.3 Indemnification. OnFrontiers will defend and indemnify the Customer against third-party claims to the extent arising from OnFrontiers’ breach of Section 4.1 or its negligence or willful misconduct in operating the Platform. The Customer will defend and indemnify OnFrontiers against third-party claims to the extent arising from the Customer’s use or misuse of Work Product or breach of these Engagement Terms. The Expert is responsible, on the terms of the Expert-Client Agreement and the Expert Participation Agreement, for claims arising from the Expert’s negligence or willful misconduct or from infringement by the Expert’s contributions to the Work Product. Each indemnity is fault-based and subject to the limitation of liability in the Terms of Service, and no party indemnifies another beyond that party’s underlying legal liability.

6.4 Security-incident notice. OnFrontiers will notify the Customer without undue delay, and in any event within three (3) business days, after confirming a security incident affecting the Customer’s Confidential Information processed through the Platform, except where a data processing addendum agreed under the Terms of Service provides a different notification period.

6.5 Sovereign and neutral dispute resolution. Governing law and dispute resolution are as provided in the Terms of Service. Where a party is an Indian tribe, a tribal entity, or another sovereign, or otherwise requires a neutral forum, the parties will agree in an Order Form or rider on a neutral arbitration administrator, rules, and seat, together with a narrow, mutual, limited waiver of sovereign immunity sufficient to give effect to that agreement and to permit enforcement of any award.

7. Relationship to the other agreements

The following matters are governed by the documents identified, which apply to each Scoped Engagement:

(a)  Substance of advice: the Terms of Service. OnFrontiers does not provide or warrant the substance of an Expert’s advice or Work Product.

(b)  Confidentiality and data protection: the Terms of Service. The existence and substance of a Scoped Engagement are Confidential Information.

(c)  Ownership of and licenses to Work Product: the Terms of Service and the Expert Participation Agreement. The Expert assigns and licenses Work Product to OnFrontiers, and OnFrontiers grants the Customer a license to the Work Product (or assigns it where an Engagement Order so specifies), including any deliverable prepared specifically for the Customer, with OnFrontiers’ aggregated, de-identified reservation surviving.

(d)  Limitation of liability: the Terms of Service, applied to each Scoped Engagement.

(e)  Order of precedence: the Terms of Service.

(f)  Governing law and dispute resolution: the Terms of Service, except that OnFrontiers’ hours determination under Section 2.8 and the dispute-resolution provision in Section 6.5 apply to Scoped Engagements.

If these Engagement Terms conflict with the Terms of Service, the order of precedence in the Terms of Service governs.

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