Coal Road Professional Services Terms

Draft for business use; independent legal review recommended. This document is not represented as attorney-reviewed. It is not a substitute for advice about a particular deployment, regulated operation, or customer contract.

Status: Draft for review. These terms are not a signed statement of work. Final payment timing and contracting entity require owner completion before use.

1. Scope and order of documents

Work is limited to the written proposal or Statement of Work (SOW), including deliverables, exclusions, assumptions, acceptance criteria, schedule, fees, and customer dependencies. A change requires written agreement. The Developer Pack does not include labor.

2. Estimates and rates

Hourly estimates are planning aids unless expressly stated as a cap. Fixed prices cover only the written deliverables. Working starting rates are shown on the public Services page and may change before final launch. The current policy language is: Our published professional-service starting rates are targeted at 9.5% below our documented reference market rate for comparable work. This is a qualified pricing policy, not an undefined legal claim of fair market value or a binding guarantee of savings.

3. Customer dependencies

Customer will provide authorized, timely access; accurate requirements; knowledgeable reviewers; source-system exports/API access; decisions; test data; and approvals. Customer is responsible for authority to provide data and for its source-system/vendor agreements. Delays may change schedule and estimate.

4. Migration and integration

Migration and integration depend on data quality, source access, vendor/API restrictions, formats, volume, security architecture, and validation. Named platforms are evaluation targets only unless the SOW expressly identifies a verified connector. Coal Road cannot guarantee a third-party vendor's service, API, approval, or continued availability.

5. Support and development

Support covers only the agreed support scope. New features, substantial configuration, data cleanup, custom integrations, unrelated system administration, security incident response, third-party vendor support, and customer-modified software may require separate work. No unlimited support or SLA is implied.

6. Remote, on-site, travel, and expenses

The SOW identifies work location. On-site work, travel time, lodging, and approved expenses are separately scoped. Taxes, hosting, infrastructure, and third-party charges are separate unless included in writing.

7. Changes, acceptance, and delivery

Customer will review deliverables against the written acceptance criteria within the period in the SOW. If no period is specified, acceptance timing must be agreed before work begins. A request outside scope requires a change order. Delivery may be suspended for missing dependencies, safety concerns, unpaid invoices, or unauthorized access, subject to the final signed agreement.

8. Ownership and reusable components

Each party retains its pre-existing materials. Customer-specific deliverable rights, any assignment, and Coal Road's right to reuse general tools, know-how, and non-customer-specific components must be stated in the SOW. Payment alone does not silently transfer Coal Road's underlying product IP or grant redistribution rights.

9. Confidentiality and security

Each party will use reasonable care to protect confidential information and use it only for the project. The SOW must identify data classes, approved environments, access, retention, deletion, backup, incident contacts, and security responsibilities. Do not use unapproved channels for credentials or protected data.

10. Warranty and liability

Services will be performed with reasonable professional care. Deliverables are not legal, medical, regulatory, or cybersecurity advice. Except for non-waivable rights, implied warranties are disclaimed to the extent permitted by law. Liability allocation, caps, exclusions, and indemnities must be completed in a signed SOW after legal review; no broader obligation is created by this draft.

11. Termination and suspension

The SOW will state termination notice, payment for completed work and committed expenses, handoff, data return/deletion, and any transition support. Delays outside Coal Road's control may extend the schedule. Governing law, venue, formal notice, and payment terms must be completed in the executed agreement.