Fostering Standard Terms & Conditions
1. General Terms
Purpose
These Standard Terms & Conditions govern services provided by Fostering, LLC ("Fostering") unless otherwise stated in a signed Agreement, Statement of Work ("SOW"), or other executed document.
Services may be provided through:
• Consulting Services Agreements
• Prepaid Time Agreements
• Fixed Price / Project Statements of Work
In the event of a conflict between these Terms and a signed Agreement or Statement of Work, the signed Agreement or Statement of Work shall govern.
Governing Law
These Terms and any Agreement, Statement of Work, or engagement governed by these Terms shall be governed by and construed in accordance with the laws of the State of Minnesota.
Any legal action arising from these Terms shall be brought in the state or federal courts located within Minnesota.
Request Submission
Requests may be submitted through:
• Your assigned Fostering consultant or engagement lead
• The Fostering Services Request Form
• Any assigned Jira Product Discovery Portal
Fostering may utilize internal systems, project management tools, ticketing platforms, or other communication methods as necessary to manage and deliver services.
Client Responsibilities
The Client agrees to:
• Provide complete and accurate requirements, information, and business context necessary to perform the requested services.
• Provide appropriate system access required for Fostering to perform services.
• Provide timely information, decisions, approvals, and feedback.
• Designate appropriate business contacts to support communication and prioritization.
• Participate in meetings, workshops, discovery sessions, testing activities, and other project-related activities as reasonably required.
• Test solutions, enhancements, configurations, developments, and deployments before production release where applicable.
Delays in providing access, information, approvals, testing, or feedback may result in project delays, schedule adjustments, or additional fees.
Testing and Acceptance
The Client is responsible for testing delivered functionality and validating that business requirements have been met prior to deployment where applicable.
The Client shall provide feedback, approval, rejection, or requested revisions within five (5) business days of delivery of a milestone, deliverable, or request for acceptance.
If no feedback, rejection, or requested revisions are received within five (5) business days, the deliverable shall be deemed accepted.
Following approval, deployment, or deemed acceptance, subsequent requests arising from previously approved functionality may be treated as enhancements, new requirements, or change requests and may result in additional fees.
Salesforce Delivery Methodology
Fostering follows a structured Salesforce Delivery Methodology which may include requirements gathering, configuration, development, testing, deployment, post-deployment validation, training, and support activities.
The current methodology is given below:
Fostering reserves the right to adapt its methodology based on the nature, complexity, priorities, and requirements of the engagement.
Third-Party Software
Third-party software, applications, subscriptions, platforms, connectors, and license fees are the responsibility of the Client unless otherwise stated in writing.
Fostering may provide implementation, advisory, configuration, or integration services relating to third-party products but does not provide warranties for third-party software, products, or services.
Any costs associated with third-party products remain the responsibility of the Client.
Personnel and Subcontractors
Fostering may utilize employees, contractors, subcontractors, affiliates, or other qualified personnel to perform services under an Agreement or Statement of Work.
Fostering shall remain responsible for the management, supervision, and quality of services provided by such personnel.
Fostering may permit affiliated companies, contractors, or subcontractors to access Client information solely as required to perform services and subject to confidentiality obligations no less restrictive than those contained in these Terms.
Fostering may assign work to the resources it determines are most appropriate based on skills, availability, location, and project requirements.
Intellectual Property
Upon payment in full, the Client shall own deliverables specifically created for the Client under an Agreement or Statement of Work.
Fostering retains ownership of all existing and independently developed intellectual property, including but not limited to:
• Methodologies
• Frameworks
• Accelerators
• Templates
• Libraries
• Reusable code
• Configuration approaches
• Processes
• Tools
• Documentation standards
• Know-how
• General consulting methods
Nothing within these Terms transfers ownership of Fostering intellectual property to the Client.
The Client receives the right to use Fostering intellectual property only to the extent incorporated into the delivered solution.
Nothing in these Terms restricts Fostering from reusing general concepts, approaches, configurations, code patterns, methodologies, templates, or know-how developed during the course of an engagement, provided no Client confidential information is disclosed.
Confidentiality
Each party agrees to maintain the confidentiality of non-public information received from the other party and to use such information solely for purposes related to the services being provided.
Neither party shall disclose confidential information to third parties except where required by law or with prior written consent.
Existing CRM Data and Systems
The Client remains responsible for maintaining backups, understanding the impacts of requested changes, and communicating relevant system conditions to Fostering.
Fostering is not responsible for impacts arising from undisclosed system conditions, inaccurate requirements, third-party software, prior customizations, or Client-provided data.
Suspension of Services
Fostering reserves the right to suspend services if:
• Invoices remain unpaid beyond agreed payment terms.
• Prepaid balances are exhausted.
• Required approvals are not provided.
• Material breaches of an Agreement remain unresolved.
Suspension of services shall not relieve the Client of payment obligations.
Limitation of Liability
Fostering shall not be liable for indirect, incidental, consequential, punitive, special, or exemplary damages arising from the services provided.
Fostering's maximum aggregate liability arising from any Agreement, Statement of Work, or engagement shall not exceed the lesser of:
(a) the total fees paid by the Client under the applicable Agreement or Statement of Work; or
(b) $50,000.
Warranty Disclaimer
Except as expressly stated in a signed Agreement or Statement of Work, Fostering provides services on an "as-is" basis and disclaims all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Fostering does not warrant that services, software, customizations, integrations, reports, automations, or third-party products will be error-free or uninterrupted.
Force Majeure
Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including but not limited to:
• Acts of God
• Natural disasters
• Government actions
• Labor disputes
• Telecommunications failures
• Internet disruptions
• Utility interruptions
• Pandemics
• Civil unrest
Performance obligations shall resume once such circumstances no longer prevent performance.
Non-Solicitation
During an active engagement and for two (2) years following completion or termination of an engagement, the Client shall not directly employ, retain, recruit, solicit, or contract with Fostering personnel without prior written consent from Fostering.
Should the Client employ, retain, or contract with Fostering personnel with Fostering's written consent, the Client agrees to pay a placement fee equal to fifty percent (50%) of the resource's first-year annualized compensation.
The parties acknowledge that Fostering has made substantial investments in recruiting, training, and retaining its personnel and that this placement fee represents a reasonable estimate of the associated costs and damages.
Should the Client employ, retain, or contract with Fostering personnel with Fostering's written consent, the Client agrees to pay a placement fee equal to fifty percent (50%) of the resource's first-year annualized compensation.
The parties acknowledge that Fostering has made substantial investments in recruiting, training, and retaining its personnel and that this placement fee represents a reasonable estimate of the associated costs and damages.
Termination
Either party may terminate an Agreement or engagement in accordance with the terms of the applicable Agreement or Statement of Work.
Termination of these Standard Terms & Conditions alone shall not terminate any active Agreement, Statement of Work, or other executed engagement.
Termination shall not relieve either party of obligations accrued prior to termination
Survival
The provisions relating to Confidentiality, Intellectual Property, Payment Obligations, Existing CRM Data and Systems, Limitation of Liability, Non-Solicitation, and any other obligations which by their nature should survive termination, shall survive termination of any Agreement, Statement of Work, or engagement.
Electronic Acceptance
Electronic signatures, electronic approvals, electronic acceptance, and approvals communicated through recognized electronic systems shall be considered legally binding and enforceable to the fullest extent permitted by law.
2. Consulting Services (Time & Materials)
The following terms apply to Consulting Services Agreements.
Billing
Services are billed on a Time & Materials basis.
Invoices are issued monthly for actual time incurred during the billing period.
Payment terms are Net 21 days unless otherwise stated in writing.
Time Tracking
Fostering tracks time in 15-minute increments (.25 hour).
Time is recorded whenever Fostering personnel are actively performing services on behalf of the Client.
Billable Activities
Billable activities may include, but are not limited to:
Billable activities include any work performed on behalf of the Client, including consulting, advisory services, discovery, requirements gathering, architecture, configuration, development, testing, deployment, documentation, meetings, training, project management, communications, research, troubleshooting, and related activities.
Reporting
Fostering will provide weekly or as otherwise agreed summaries of work completed and hours utilized.
Prioritization
Requests are scheduled and prioritized based upon business priorities, complexity, resource availability and existing commitments.
Larger Initiatives
This Agreement is intended for ongoing consulting, advisory, support, enhancement, and administrative requests.
Requests requiring substantial effort, significant implementation work, integrations, data migration, new business processes, or defined project deliverables may be documented within a separate Statement of Work.
Fostering generally considers requests estimated to exceed eighteen (18) hours to be candidates for separate project-based engagement.
3. Prepaid Time Services
The following terms apply only to Prepaid Time engagements.
Payment
Prepaid services are intended to be paid in advance.
Fostering may, at its discretion, begin work prior to receipt of payment. Any unpaid prepaid balances remain due in accordance with the applicable agreement.
Fostering reserves the right to pause services for unpaid balances or exhausted prepaid balances.
Prepaid balances are non-refundable unless otherwise stated in writing or required by law.
Time Tracking
Time is tracked using the same methodology applied to Consulting Services engagements.
Time is deducted from prepaid balances in 15-minute increments.
All billable activities described in the Consulting Services section apply to prepaid engagements.
Balance Monitoring & Renewal
Fostering will provide weekly reporting of prepaid hours utilized and remaining balances.
When the remaining prepaid balance reaches $2,500 or less, Fostering will generally provide a renewal proposal or prepaid agreement for review.
Fostering may, at its discretion, continue providing services when a prepaid balance reaches zero.
If a prepaid balance becomes negative, Fostering may invoice the overage at the rates defined in the applicable prepaid agreement or Fostering's standard rate card. Such amounts shall be due in accordance with the applicable payment terms.
Fostering reserves the right to pause services for unpaid balances, exhausted prepaid balances, or when anticipated work exceeds the remaining available balance.
When the remaining prepaid balance reaches $2,500 or less, Fostering will generally provide a renewal proposal or prepaid agreement for review.
Fostering may, at its discretion, continue providing services when a prepaid balance reaches zero.
If a prepaid balance becomes negative, Fostering may invoice the overage at the rates defined in the applicable prepaid agreement or Fostering's standard rate card. Such amounts shall be due in accordance with the applicable payment terms.
Fostering reserves the right to pause services for unpaid balances, exhausted prepaid balances, or when anticipated work exceeds the remaining available balance.
Expiration
Prepaid balances expire in accordance with the term specified within the applicable prepaid agreement.
Unused prepaid balances expire upon conclusion of the applicable prepaid term unless otherwise agreed in writing.
Larger Initiatives
Requests requiring substantial implementation, integrations, data migration, significant customization, or defined project deliverables may be transitioned to a separate Statement of Work.
Prepaid balances may be applied toward project work where agreed by both parties.
4. Project Services
The following terms apply to project-based engagements governed by a Statement of Work (Fixed Price or T&M).
Scope
Services, deliverables, milestones, assumptions, timelines, fees, and payment schedules are governed by the applicable Statement of Work.
Work outside the approved Statement of Work is not included unless otherwise documented and approved.
Change Requests
Changes to requirements, assumptions, scope, deliverables, timelines, integrations, reports, automation, business processes, or other project components may require:
• A Change Order
• A revised Statement of Work
• Additional fees
• Timeline adjustments
No obligation exists for Fostering to perform out-of-scope work without written approval.
Client Delays
Project schedules are based on the Client providing timely access, information, decisions, approvals, testing, and participation.
Where Client delays occur, Fostering reserves the right to adjust project schedules, resource assignments, delivery dates, and related timelines.
Estimates and Assumptions
Project estimates and pricing are based upon the requirements, assumptions, and information available at the time the Statement of Work is prepared.
Software projects inherently involve risk and unforeseen complexities.
Changes in requirements, business processes, third-party applications, Client availability, data quality, or technical conditions may impact schedules, scope, and fees.
Client Participation
Successful project delivery requires timely participation by the Client.
The Client is responsible for:
• Providing access
• Reviewing deliverables
• Supplying business requirements
• Participating in discovery
• Participating in testing
• Providing timely approvals
• Participating in training and deployment activities
Failure to provide timely participation may result in schedule adjustments and additional fees.
Testing and Acceptance
The Client is responsible for testing delivered functionality and validating that business requirements have been met prior to deployment where applicable.
The Client shall provide feedback, approval, rejection, or requested revisions within five (5) business days of delivery of a milestone, deliverable, or request for acceptance.
If no feedback, rejection, or requested revisions are received within five (5) business days, the deliverable shall be deemed accepted.
Following approval, deployment, or deemed acceptance, subsequent requests arising from previously approved functionality may be treated as enhancements, new requirements, or change requests and may result in additional fees.
Payment
Payment schedules, deposits, milestone payments, retainers, and invoicing schedules are defined within the applicable Statement of Work.
Unless otherwise stated in the Statement of Work, payment terms are Net 21 days.