Direct Customer SOW Terms & Conditions

Assumptions

The service(s) described in this Statement of Work will be delivered by DeepSeas according to the following assumptions, which will govern all work, deliverables, and interactions:

1. Services will be conducted remotely unless otherwise noted.
2. All work not specifically described in this Statement of Work will be subject to a Change Order. In these cases additional fees may apply.
3. All scheduled work will be performed during DeepSeas-defined normal business hours, which are Monday-Friday from 8:00am to 5:00pm. Any work performed outside of normal business hours will be subject to a Change Order. In these cases, additional fees will apply.
   1. This does not apply to Managed Detection and Response (MDR) Services which are provided 24x7x365 as well as reactive Incident Response services or use of the Incident Response Retainer.
4. Delivery delays caused by circumstances beyond the control of DeepSeas are not covered under this Statement of Work and will be subject to a Change Order.
5. Once all project deliverables have been provided to the Client, the project will automatically close within 30 days.
6. The Client will collaborate via DeepSeas’ collaboration tools.
7. All DeepSeas projects will be initiated by an initialization call, not to exceed 1hr, including:
   1. Client POCS
      1. Client main project point of contact (POC)
      2. For technical projects, DeepSeas requires an assigned technical POC.
   2. DeepSeas POCS
      1. Project Manager
      2. Delivery Lead
      3. Where applicable, Delivery Support
      4. Where applicable, member of CISO Advisory team
   3. Agenda
      1. Project goals and objectives overview
      2. Timeline Review
      3. Deliverable Review
      4. Overview of the closeout process

DeepSeas Responsibilities

As the provider of the services described in this Statement of Work, DeepSeas will have the following responsibilities before, during, and after the engagement:

1. Supplying a primary point of contact for all services being delivered.
2. Providing expertise to collaboratively develop an appropriate solution and timeframe.
3. Delivering all services referenced in this Statement of Work on time and aligned with Client’s expectations.
4. Timely billing for all services and expenses.

Client Responsibilities

As the consumer of the services described in this Statement of Work, Client will have the following responsibilities before, during, and after the engagement:

1. Including the DeepSeas delivery team on invites leveraging the client’s video conferencing platform.
2. Collaborate via DeepSeas’ collaboration tools.
3. Providing a primary point of contact who is an internal representative, empowered by executive management, to be available as needed.
4. Providing access to all resources necessary to deliver selected services on time, as agreed upon in this Statement of Work.
5. Providing advanced notification of any cancellations (including reschedules) according to CANCELLATIONS disclosure below.
6. Timely payment for all services and expenses, regardless of Carrier involvement.

Travel

Our engagements are generally performed remotely, however, if travel is required, related expenses will be handled as follows:

1. All travel expenses related to the engagement, including hotel, transportation, and meals will be billable to Client.
2. We will follow a Client’s Travel and Expense Policy if requested by the Client in writing prior to the initiation of travel arrangements.
3. For engagements with extensive travel requirements, DeepSeas may require a travel retainer in advance, billable to Client.

Schedule Changes

Upon execution of this SOW, DeepSeas will commit personnel to be available at the scheduled times for each applicable component engagement. To help facilitate this DeepSeas maintains a disciplined approach to scheduling appropriate professional resources well in advance and therefore changes to scheduled work dates can be difficult to accommodate. For this reason, DeepSeas requires you to provide a minimum of 15 business days advance written notice to reschedule a confirmed component engagement. Should the Client request to reschedule a confirmed component engagement with less than 15 business days written notice, applicable invoicing will continue, and Client may be responsible for reimbursing DeepSeas for any costs and expenses associated with rescheduling component engagement. In addition, rescheduling such component engagement will be based on the availability of appropriate DeepSeas professional resources.

A “Component engagement” is any meeting, video conference, or event with DeepSeas professional resources that is required to successfully complete the Company’s Statement of Work.

Cancellations

In the event this Statement of Work is terminated prior to the end of the Period of Performance (a) by Client without cause pursuant to the terms of Article 2.3 of the MSA, or (b) by DeepSeas for cause pursuant to the terms of Article 2.4 of the MSA, then Client shall, in addition to payment of all unpaid fees, charges and expenses incurred through the effective date of termination, pay a cancellation fee in an amount equal to the fees and charges that would have been due through the remainder of the Period of Performance as if the Statement of Work had not been terminated early.