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”). These Engagement Terms control over the Terms of Service for the matters they expressly address, and the Terms of Service govern otherwise, including the limitations of liability in Section 7 of the Terms of Service, which apply to each Scoped Engagement. 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-Customer Agreement entered into between the Expert and the Customer.

1. Definitions

“Engagement Order” means the OnFrontiers-generated, On-Platform record of a Scoped Engagement specifying the named Expert, the scope of the advisory work, the period of performance, the Expert Fee (including any tiered per-hour rates and the cumulative-hour thresholds at which each tier takes effect), the Platform Fee, and the Not-to-Exceed Amount, which the Customer confirms On-Platform to form the engagement. An Engagement Order sets out the engagement-specific commercial terms only and is subject to these Engagement Terms and the Terms of Service.

“Not-to-Exceed Amount” (or “NTE”) means the maximum amount 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 On-Platform. Such confirmation confirms Customer’s intention to be legally bound, 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. Any changes to the agreement for a particular Scoped Engagement take effect only when reflected in an amended Engagement Order confirmed by the Customer On-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 (which will be no less than five (5) business days) 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. Hours submitted after the permitted time but within a further seven (7) days are nonetheless accepted for processing, and are subject to approval, deemed approval, and dispute in the ordinary course, unless the Customer objects to the late submission within the review window; hours submitted later than that are waived.

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. The Expert may submit hours for work performed before cancellation for up to seven (7) days after the cancellation date, and no hours may be submitted after that. Hours so submitted are subject to Customer approval and to deemed approval under Section 2.4, in each case running from the date of submission. The Customer is charged only for hours that are approved or deemed approved for work performed before cancellation.

2.8 Hours disputes. 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. Where the dispute is not resolved within fourteen (14) days, OnFrontiers will provide the Customer and the Expert with an evidence-based summary of the engagement record and a non-binding preliminary recommendation as to the hours payable. OnFrontiers does not determine the dispute. The Customer and the Expert remain responsible for resolving it, and the dispute-resolution mechanism in the Terms of Service, and as between the Expert and the Customer the Expert-Customer Agreement, continue to apply.

3. Fees and payment

3.1 Expert Fee and Platform Fee. For each hour of Expert Work approved (or deemed approved under Section 2.4) in a Scoped Engagement, the Customer pays (a) the Expert Fee, being the amount payable to the Expert, and (b) the Platform Fee payable to OnFrontiers, each as set out in the confirmed Engagement Order and in accordance with the Customer Charging Policy. The Expert Fee is the amount the Expert receives, and the Platform Fee is disclosed to the Customer separately from it. Charges are payable in Credits (for Guided Plans) or in US Dollars (for invoiced engagements). The per-hour Expert Fee may be tiered and decrease 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. Credits are consumed only against approved or deemed-approved hours.

3.2 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. Unless a different period is stated in the Customer’s Order Form, the billing period is a calendar month. 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.

3.3 Settlement to the Expert. OnFrontiers collects the Expert Fee from the Customer and settles it to the Expert, acting as the parties’ settlement agent for that purpose. OnFrontiers reports the amounts it settles as required by applicable tax law, including by issuing Internal Revenue Service Form 1099-K where applicable, and the Customer is not required to issue an information return to the Expert for amounts OnFrontiers settles. OnFrontiers pays the Expert for approved and deemed-approved hours in accordance with the Expert Payment Policy, regardless of when OnFrontiers receives payment from the Customer. The Expert performs the Scoped Engagement as an independent contractor of the Customer, and OnFrontiers is not the Expert’s client.

4. OnFrontiers commitments and surfaced expert representations

4.1 Platform commitments. For each Scoped Engagement, OnFrontiers will: (a) present an Expert vetted under the expert vetting program described in Section 2.10 of the Terms of Service, with any enhanced or engagement-specific screening arranged where agreed in an Order Form or rider; (b) operate the Platform mechanisms for hours submission, Customer approval, and billing so that Charges reflect approved or deemed-approved hours up to the NTE; (c) settle payment to the Expert as set out in Section 3.3; (d) maintain the security measures described in Sections 6.3 and 11.6 of 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. They are not a warranty of an Expert’s suitability, or of the substance or accuracy of an Expert’s advice or Work Product, and the Customer remains responsible for its own due diligence as provided in Section 2.10 of the Terms of Service. This Section is subject to the limitations of liability in Section 7 of 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 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 United States sanctions and federal exclusion and debarment lists (OFAC and GSA SAM); and (d) confidentiality. The corresponding Expert obligations are set out in the Expert-Customer Agreement and the Expert Participation Agreement.

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 from the Expert before the engagement is confirmed. OnFrontiers maintains a record of each screening, including the date, what was checked, and how. The attestation is given for the benefit of OnFrontiers and the Customer and their respective successors and assigns, and OnFrontiers will provide the Customer a copy on request. This screening supports the Expert’s conflict-of-interest obligations under the Expert-Customer Agreement and the Expert Participation Agreement, and any Exclusivity Commitment recorded in the confirmed Engagement Order.

4.4 Exclusivity Commitment. A Scoped Engagement is non-exclusive unless the Customer and the Expert agree otherwise. The Customer and the Expert may agree that the Expert will work exclusively with the Customer on a specified bid, pursuit, or other matter for a stated period (an “Exclusivity Commitment”). An Exclusivity Commitment is recorded in the confirmed Engagement Order, is limited to the matter and the period stated there, is separately negotiated, and may carry an adjusted scope, level of effort, or Expert Fee. Where an Exclusivity Commitment is recorded, OnFrontiers will, for its duration, (a) not match or present that Expert to another Customer for the matter stated, and (b) apply the Exclusivity Commitment in the conflicts screening under Section 4.3. An Exclusivity Commitment expires automatically at the end of the stated period, and no Exclusivity Commitment restricts the Expert beyond the matter and period recorded. OnFrontiers’ obligation under this Section is to operate the Platform mechanism described in it and is subject to the limitations of liability in Section 7 of the Terms of Service; the Expert’s own undertaking not to accept conflicting work for the matter is given to the Customer under the Expert-Customer Agreement.

5. Engagement-specific commercial and risk terms

5.1 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.

5.2 Payrolling contingency. Where a classification evaluation performed or required by the Customer concludes that a Scoped Engagement cannot properly continue on an independent-contractor basis, the engagement may be transitioned to a third-party payrolling provider designated by OnFrontiers, on terms to be agreed among OnFrontiers, the Customer, and the Expert. This Section is permissive: it obligates no party to effect a transition, and no transition occurs without an amended or replacement Engagement Order confirmed under Section 2.3.