Terms of Service

LOST SHEEP ADVISORY

SERVICES AND FEES

GENERAL PROVISIONS

October 3, 2024

Except as modified by accompanying engagement letters or other written agreements, the following apply to the relationship between Lost Sheep Advisory (LSA, “We”) and our clients (“You”):
1. Fees and Rates - Fractional

Fractional (aka "Fractional CTO" or “Fractional Development”) monthly rates are intended to create space for expert consultants to provide focused, valuable contributions to you by setting aside dedicated time each week to focus on your application. We will become intimately familiar with your business and technology in order to provide you expert advice without the need for you to hire a full time employee.

Fractional monthly rates are offered based on a portion of the fully weighted LSA Development Team’s time spent on your application (e.g. ½ day per week). The actual time spent will vary, and is managed internally by the LSA team as we balance the needs of multiple clients. The monthly rate will remain consistent regardless of the amount of dedicated time actually completed in the calendar month.

The client and LSA will communicate effectively and mutually agree upon objectives on a regular basis, but this agreement does not constitute definite deliverables. The priorities and objectives can be reevaluated as often as required given the needs of the client’s business and progress made to-date. Joint project reviews can be held as needed. The success of a Fractional engagement is measured solely by your satisfaction - and you retain the option to stop working with us at any point in time.

Rates may be adjusted with 30 days notice to the client.

2. Fees and Rates - Ready-To-Go Apps

[Coming Soon]

3. Fees and Rates - Hourly Work & Ad-Hoc Help Sessions

Hourly Work is the most flexible delivery method for working on your application. The time spent executing your work will be tracked and billed in quarter hour increments (rounded up). Timesheets are available upon request. Please refer to your engagement letter or other correspondence with LSA for details of the rate sheet currently in effect. These rates can change at any time and will become effective immediately upon notice to you.

Any quotes or estimates provided to help predict the size or timelines of delivery for work under this model are non-binding and should not be relied upon. LSA will bill based on actual time expended regardless of quoted amount. If expended hours are anticipated to be above the expectations set with the client, LSA will endeavor to gain the client’s acceptance of this additional work prior to commencing.

On-Demand Help Sessions (bookable by calendar link and paid at the time of booking) are paid up front and fully refundable if canceled at least an hour in advance. Cancellations in less than an hour will be 50% refunded. On-Demand Help Sessions are satisfaction guaranteed - if you meet with us and are unsatisfied, we will refund you fully.

4. Fees and Rates - Offerings through Bubble’s Marketplace

Bubble Marketplace offerings from Lost Sheep Advisory (https://bubble.io/contributor/1623436256651x151775280316008400) are offered as-is without warranty or guarantee. You agree to indemnify, defend, and hold harmless Lost Sheep Advisory against any and all claims, allegations, demands, losses, damages, suits, fees, costs, and expenses resulting from or arising out of your use of plugins and templates purchased through the Bubble Marketplace. You agree to reach out to Lost Sheep Advisory for assistance prior to publishing negative reviews on Bubble’s marketplace. Lost Sheep Advisory may collect usage data about your application - but not about your end-users - through plugins and templates for product improvement and servicing purposes.

5. Billing Practices

For Fractional engagements, clients will be billed at the beginning of each calendar month for services to be delivered that month.

For Hourly Work, clients will be billed monthly or on an ad hoc basis whenever more than 10 hours of unbilled work has been completed.

We do not anticipate incurring any billable expenses attributable to your project, but in the case of reasonable expenses arising LSA will advise the client as soon as practicable and the client agrees to reimburse LSA for such expenses.

Fees and expenses are due upon receipt of a bill. We reserve the right to defer providing additional services or to discontinue our services if bills are not paid within 5 days of being due. Unless otherwise noted, bills will be generated in US Dollars and payments must equal the billed amount in US Dollars at the time of payment. Payment via ACH transfer is preferred, and we reserve the right to add an additional credit card processing fee if you choose to pay by card.

6. Termination of Relationship

For Fractional and Hourly Work, a client has the right at any time to terminate our services by notifying LSA in writing. LSA may terminate this agreement at any time so long as the timing does not injure the client, and may terminate this agreement with 30 days notice regardless of circumstance. Such termination does not, however, relieve the client of the obligation to pay for all services rendered and expenses paid or incurred on behalf of the client prior to the date of such termination, or in connection with it. In the case of monthly billing, proration shall be calculated by the number of calendar days elapsed in the month.

7. Intellectual Property and Confidentiality

Work done for the client is considered “work for hire”. All intellectual property created for the client is intended to become the property of the client unless otherwise specified in an accompanying engagement letter. LSA agrees to not contribute intellectual property we are not authorized to share with the client.

During the course of LSA’s performance of services for the client, LSA may receive, have access to, and create documents, records and information of a confidential and proprietary nature to the client and customers of the client. LSA acknowledges and agrees that such information is an asset of the client or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of the client and its clients must be kept strictly confidential and used only in the performance of LSA’s services for the client. LSA agrees not to use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the client or as otherwise directed by the client in the course of LSA’s performance of services.

For promotional purposes, LSA may disclose the identity and general nature of our work done for the client. From time to time, LSA also engages with industry partners who have mutual relationships with the client. When we believe such mutual relationships exist, LSA may acknowledge the client’s identity and share usage and use case data to the extent that we believe will be beneficial to servicing our mutual client.

8. Limitation of Liability

The client shall indemnify and hold LSA harmless from any loss or liability from performing services for the client in good faith and to the best of LSA’s abilities. Specifically, LSA makes no warranties or guarantees about information security for the client’s software and underlying data, and makes no warranties or guarantees related to the security or capabilities of Bubble.io or Xano.

9. Choice of Law; Venue
This Agreement will be governed by the laws of the State of Delaware. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.
10. Assignment
LSA may not assign, subcontract, delegate or otherwise transfer this Agreement or any of its rights or obligations. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

11. Notices
Except as otherwise specifically provided in this Agreement, all notices or communications shall be in writing and deemed given (i) on the date of delivery if delivered personally, or by email, upon confirmation of receipt, (ii) on the first (1st) business day following the date of dispatch if delivered by a recognized next day courier service, or (iii) on the third (3rd) business day following the date of mailing if delivered by registered or certified mail return receipt requested, postage prepaid. Notices under (i) shall be delivered to the relevant contact email for this Agreement, and under (ii) or (iii) shall be delivered to the relevant party’s physical address, with a cc to such party's legal department, for all legal notices.

12. Force Majeure
Except for the obligation to make payment on actual Services completed and undisputed fees, neither party will be liable for nonperformance under this Agreement to the extent caused by circumstances beyond the control of the nonperforming party, including, but not limited to, acts of God, governmental decrees, laws, strikes or other concerted acts of workers, fires, floods, periods of epidemic that make provision of the Services impractical, riots, war, sabotage and terrorism. The non-performing party shall diligently attempt to remove the cause(s) of the force majeure.

Commercial Terms of Service