Terms of service

1. Agreement and scope

These terms govern services provided by Keelpost Studio LLC (Keelpost, we, us) to the client named in a statement of work (SOW). They apply from the earliest of signature, payment of a deposit and the start of work, and they continue until the engagement ends under section 12.

Order of precedence

A signed SOW prevails over these terms on scope, deliverables, fees and schedule. The data processing addendum (DPA) prevails on personal data. A signed non-disclosure agreement (NDA) prevails on confidentiality. These terms otherwise prevail over any purchase order, supplier form or standard terms the client sends; a reference to the client's terms on an invoice or portal does not incorporate them.

A SOW describes the assets, the deliverables, the testing window where relevant, and the fee. Anything not in the SOW is out of scope. Extra work needs a written change order before it starts; a call, a chat message or a verbal request is not a change order. Support is provided 09:00–18:00 GMT+8, Monday to Friday, and response targets run during those hours; we are not a 24/7 service.

2. Quotes and validity

Quotes are valid for 30 days from issue unless the quote states otherwise. Prices are in US dollars and exclude travel, third-party license fees, cloud consumption and applicable taxes, unless the quote says otherwise.

A quote assumes the assets and information the client provides are accurate and complete. If the assets are materially larger, or the scope is different from what the quote assumed, we re-quote before continuing. We do not raise a fixed fee after work starts without a written change order.

A start date is confirmed only when a deposit has cleared and we have accepted the booking in writing. Capacity is one active build at a time; a date discussed on a call is not a reservation.

3. Fees and payment

Project fees are invoiced 40% on signature, 40% before launch or delivery, and 20% within 14 days of launch or delivery. First-time clients may use 30/40/30. Security assessments are 50% on signature and 50% on delivery. The SOW controls if it sets different milestones.

Care plans are billed monthly in advance. Annual billing is 10% off the monthly rate. Overage is $125 per hour against a 10-hour prepay; unused hours carry over up to a maximum of 2 hours and never convert to cash. Setup fees are invoiced once, on signature. Response targets are those stated in the plan description at the time of order.

Invoices are due within 14 days. Overdue amounts accrue interest at 1.5% per month, or the highest rate the law allows, whichever is lower, from the due date until paid. We may recover reasonable collection costs.

If an invoice is 10 business days overdue and remains unpaid after written notice, we may suspend work, access and deliverables until it is paid. Suspension does not extend a deadline caused by the delay, and it does not release the client from fees already due.

4. Client responsibilities

A smooth engagement needs access, a decision-maker, timely feedback, authority over the assets in scope, disciplined change control and care with data.

• Access: accounts, environments, documentation and a technical contact by the start date. Delays in access move the schedule day for day.
• Timely feedback: review and sign-off within 5 business days per deliverable. If we receive no response within 14 days, the deliverable is deemed accepted so the project can continue.
• Authority over assets: written confirmation that the client owns each asset, or holds the owner's written permission and any hosting provider's consent, before testing starts.
• Change control: scope changes go through a written change order that states the effect on fee and date.
• Data handling: do not send special category data, production secrets or third-party personal data unless the SOW requires it and we have agreed a method.

Testing authorization

For penetration tests we also need a signed authorization-to-test listing the assets and the testing window, a 24-hour emergency contact, and confirmation that insurance is in place. We do not start active testing without all three. Testing outside the agreed window requires our written agreement.

5. Acceptable use and prohibited engagements

We take work that can be defended in writing. We decline, pause or stop an engagement if:

• Testing is requested on systems the client does not own and cannot show written authority to test.
• The work would help conceal a breach, destroy evidence, or mislead a regulator, auditor or customer.
• The goal is malware, ransomware, credential theft for unauthorized use, or denial of service against a third party.
• The target is a third party's system, supplier or competitor without that party's written consent.
• The work would breach export controls, sanctions, or the law of the jurisdiction where the asset sits.
• Social engineering of the client's staff is requested without a written scope, a named target list and approval from its legal or HR function.
• The system in scope is used for illegal content or activity, or the engagement would require us to build something whose main purpose is to evade security controls for unauthorized access.

If we discover during an engagement that an activity would be unlawful or outside the authorization, we stop, document the reason and tell the client. Fees for work performed up to that point remain due; any prepaid fees for the stopped work are refunded.

6. Intellectual property

On full payment, the client owns the deliverables we create under the SOW: custom code, written reports, diagrams and documentation. Until payment is complete, we own them and license them to the client for evaluation only.

We retain our pre-existing tools, libraries, templates, checklists, scripts, general know-how and any improvements to them. The client receives a perpetual, worldwide, non-exclusive, royalty-free license to use those items as embedded in a deliverable, for the purpose it was delivered.

We may reuse methods, structures and lessons from an engagement, provided we do not disclose confidential information or reproduce client code. Open-source components remain under their own licenses; we identify material ones in the deliverable.

The client grants us a license to use its materials, systems and marks only as needed to perform the services. The client keeps ownership of its data, and we acquire no rights in it beyond what the DPA allows.

7. Confidentiality and NDA

Each party keeps the other's confidential information secret, uses it only for the engagement, and shares it only with personnel and subcontractors who need it and are bound by equivalent obligations.

Confidential information does not include material that is public through no fault of the recipient, was already known without a duty, is independently developed without use of the disclosing party's information, or is lawfully received from a third party.

If a law, court or regulator requires disclosure, the receiving party gives prompt notice where lawful, discloses only what is required, and cooperates to seek protection. Obligations last during the engagement and for 3 years after it ends; trade secrets remain protected for as long as they remain trade secrets.

A signed NDA prevails over this section where it is stricter.

8. Data protection

Where we process personal data on the client's behalf, the data processing addendum is incorporated by reference and applies. It covers instructions, security, subprocessors, transfers, breach notification and deletion.

The client is responsible for the lawfulness of the data it provides and the processing it instructs, and confirms it has a lawful basis for personal data in the systems we test. We do not process client data for advertising, resale, or to train general-purpose models.

9. Warranties and disclaimers

We perform the services with reasonable skill and care, through personnel qualified for the work. If a deliverable does not conform to the SOW, tell us within 30 days of delivery; we will re-perform the deficient part or refund the fee for it. That is the remedy for a non-conforming deliverable.

We do not warrant that any system is free of vulnerabilities, that testing will find every issue, or that a system will resist a determined attacker. A security review reduces uncertainty; it does not remove risk.

Except as stated above, and to the maximum extent the law allows, we disclaim implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that third-party services, hosting or open-source components will be available or error-free.

We do not provide legal, regulatory or compliance advice. The client is responsible for decisions about its systems and for meeting its own regulatory obligations. A report is a point-in-time assessment of the scope tested, not a certification.

10. Limitation of liability

Nothing in these terms limits liability for fraud, willful misconduct, death or personal injury caused by negligence, or any liability that cannot be limited by law.

Subject to that, each party's total liability arising out of or in connection with the agreement is limited to the fees paid or payable by the client to Keelpost in the 12 months preceding the event giving rise to the claim. For a one-off project, that is the project fee. For a care plan, that is 12 monthly fees.

Neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or anticipated savings, or the cost of substitute services, even if advised of the possibility. We are not liable for loss caused by the client's failure to act on a recommendation, changes made after the engagement, or a third party's system outside the scope.

This section applies to the extent the law allows and survives termination.

11. Indemnities

We indemnify the client against third-party claims that a deliverable we created infringes their intellectual property, provided the client tells us promptly, does not settle without our consent, and lets us control the defense. If infringement is found, we may modify the deliverable, procure a license, or refund fees paid for it. This does not cover claims arising from client materials, client modifications, or use outside the SOW.

The client indemnifies us against third-party claims arising from its materials, its systems, instructions we followed, assets it had no authority to make available for testing, or its products and services.

Each indemnity is subject to the limitation of liability in section 10.

12. Term, suspension and termination

The agreement starts when signed or when work begins and continues until the engagement is complete, unless terminated earlier. Care plans run month to month and continue until either party gives 30 days' written notice.

Either party may terminate for convenience with 30 days' written notice. On termination the client pays for work performed and for non-cancelable commitments made on its instruction. Prepaid fees for work not performed are refunded within 30 days, less any amount owed.

Either party may terminate if the other commits a material breach and does not cure it within 15 days of written notice, or if the other party becomes insolvent, enters bankruptcy or receivership, or ceases to operate. We may suspend services if an invoice is more than 10 business days overdue, or if continuing presents a security or legal risk, with written notice where practicable.

What survives

On termination we deliver work in progress and completed deliverables on payment of outstanding invoices, return or delete client data under the DPA, and keep the records the law requires. The intellectual property, confidentiality, payment, liability, indemnity and governing-law sections survive.

13. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, failure of a public network, or a sustained third-party outage. The affected party gives notice within 5 business days, uses reasonable efforts to resume, and may suspend the affected obligation.

Payment obligations already due are not excused. If the event continues for more than 30 consecutive days, either party may terminate the affected services on written notice; the client pays for work performed to that date.

14. Subcontracting

We may use named subcontractors for defined parts of an engagement, such as a second tester during a penetration test or a specialist for a platform we do not cover. We remain responsible to the client for their work, and we bind them to confidentiality and data protection terms at least as strict as ours.

Subprocessors that handle personal data are listed in Annex C of the DPA, with the notice and objection process in that document. We do not subcontract the whole engagement without telling the client.

15. Governing law and jurisdiction

The agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue.

Before filing, the parties will try to resolve the dispute in good faith for 30 days after written notice, including one call between decision-makers. This does not prevent either party from seeking urgent injunctive relief. Claims that qualify for a small-claims court may be brought in that court.

16. Notices

Notices are in writing and delivered by email to the addresses in the SOW or the billing contact, with a copy to xcsfx@icloud.com for notices to us. A notice is deemed received on the next business day after sending if sent before 17:00 GMT+8 on a business day, and otherwise on the second business day.

Formal notices to us are sent by email to the address above; a postal address is available on request where a contract requires one. Operational messages, including scheduling, questions and status updates, can go through the project channel and are not formal notices.

17. Entire agreement

The agreement is these terms, the SOW, the DPA and any signed NDA. It replaces prior discussions, proposals and representations on the same subject. Each party acknowledges that it has not relied on any statement not written into the agreement.

Changes must be in writing and signed by both parties, or made by a written change order under the SOW. If a provision is unenforceable, it is limited or removed to the minimum extent necessary and the rest stays in force. Neither party may assign the agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. No waiver is effective unless in writing. The agreement does not create a partnership, joint venture or employment relationship.

If these terms are translated, the English version controls.

Questions about these terms: xcsfx@icloud.com. Related documents: Privacy policy · Data processing addendum. These terms are a template and must be reviewed by qualified counsel before publication.