Terms of Service
These Terms of Service govern your use of Openhilltrack's website and our provision of advisory and implementation services related to operational cost optimization. By using the site or engaging our services you agree to these terms and any service-specific engagement letter. If a conflict exists between these terms and an executed engagement agreement, the executed agreement will control for that engagement.
Scope, engagement model, and deliverables
Openhilltrack provides advisory, diagnostic, and implementation services that include process analysis, automation, cloud right-sizing, contract review, and capability building. Each engagement is initiated with a written scope or proposal that describes deliverables, milestones, responsibilities, and acceptance criteria. We perform work based on information you provide and with agreed assumptions. Timelines and outcomes depend on cooperation by your team, access to systems, and the quality of data available. We seek to transfer skills to client teams so improvements can be sustained. Where pilot programs are used, pilots will be scoped to validate expected results before broader rollout. All deliverables are subject to the acceptance process defined in the engagement letter. If you require changes to scope we will document and approve them through a change control process and adjust fees and schedule accordingly.
Fees, invoicing, and payment terms
Fees for work are set out in the engagement document. We may charge on a fixed fee, time and materials, or outcome-linked basis depending on the agreed model. Unless otherwise stated, invoices are payable within thirty days of receipt. For time and materials work we invoice monthly for hours and expenses incurred. For fixed fee engagements we invoice according to the milestone schedule. Taxes applicable to fees are your responsibility. Late payments may accrue interest and can result in suspension of work until the account is current. In the event of payment disputes you agree to notify us promptly and to engage in good faith discussions to resolve the issue. Where third-party tools or cloud costs are procured on your behalf, you will reimburse those costs or accept direct billing by the provider; we will obtain approval before committing to material third-party spend.
Confidentiality, data handling, and intellectual property
We treat client information as confidential. Openhilltrack will not disclose confidential information except as required by law or to subcontractors bound by written confidentiality obligations. For engagements we may request operational datasets and access to systems to conduct diagnostics; you represent you have the right to provide such data. Unless otherwise agreed in writing, you retain ownership of your data and Openhilltrack retains ownership of its preexisting intellectual property and of generic methodologies, templates, and anonymized, aggregated learnings derived from multiple engagements. Deliverables created for you are licensed to you upon full payment, subject to any restrictions stated in the engagement agreement. When personal data is processed, we handle it in line with our Privacy Policy and any contractual data processing terms. You are responsible for redacting or restricting sensitive personal data where appropriate before providing it, unless agreed otherwise in the engagement scope.
Warranties, limitations of liability, and indemnities
Our work is provided with reasonable skill and care. Except where required by law, Openhilltrack provides no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. We do not warrant specific financial outcomes for cost reduction initiatives because results depend on many variables outside our control. To the fullest extent permitted by law, Openhilltrack's aggregate liability for claims arising from or related to an engagement shall not exceed the fees paid by you for the applicable services in the twelve months preceding the event. Neither party shall be liable for indirect, incidental, or consequential damages, including lost profits. You will indemnify, defend, and hold Openhilltrack harmless from third-party claims arising from your breach of representations, misuse of deliverables, or failure to follow risk mitigations recommended during the engagement.
Governing law, dispute resolution, and termination
These terms and any engagement agreement are governed by the laws specified in the engagement agreement; in the absence of agreement the laws of the State of California, USA will apply. Parties will first attempt to resolve disputes through good faith negotiation. If unresolved, disputes may be referred to mediation before pursuing formal legal remedies. Either party can terminate an engagement for material breach if the breach persists after written notice and a reasonable cure period. On termination you will pay for work performed up to the termination date and for any non cancellable commitments made on your behalf. Certain obligations, such as confidentiality, indemnities, and accrued payment obligations, will survive termination or expiration of an engagement agreement.
Changes to terms and contact information
Openhilltrack may update these Terms from time to time. Material changes will be posted on this page and where appropriate notified to clients. For questions about these terms or to request a copy of an executed engagement agreement please contact [email protected] or write to Openhilltrack Inc., 200 Market St, Suite 500, San Francisco, CA 94105, USA. For privacy questions contact [email protected]. Using our website or engaging our services after changes are posted constitutes acceptance of the new terms.