Panther & Cub Recurring Services Terms
Effective date: August 23, 2026
Version: 1.0
These Recurring Services Terms (“Service Terms”) supplement the Panther & Cub Customer Terms. They apply only when an Order identifies a retainer, flexible monthly capacity, usage-based monthly service, reserved capacity, or another recurring professional-service arrangement.
Other Service Terms also apply when the recurring work includes development, marketing, creative production, email, hosting, or another covered service.
1. Recurring scope
The Order identifies the service categories, monthly capacity or other limit, rate or recurring fee, billing model, priorities, term, and any included deliverables, meetings, reporting, support, or response targets.
A recurring engagement provides access to the types of work stated in the Order. It does not create unlimited scope, require Provider to accept materially different work, or include a specific project, deliverable, deadline, support level, or result unless the applicable Order expressly includes it.
Customer may request work across changing priorities within the approved service categories. Provider may require a separate Order or change approval for work involving materially different expertise, risk, systems, data, third-party commitments, deadlines, or regulated requirements.
2. Monthly capacity models
The Order may use either of the following models.
Usage-based monthly capacity
Customer pays for actual approved time used during the billing period at the rate stated in the Order, subject to the stated monthly ceiling. Unless the Order says otherwise:
- The ceiling is a maximum, not a minimum purchase.
- Provider does not bill unused capacity.
- Unused capacity expires at the end of the billing period and does not roll over or accumulate.
- The ceiling does not reserve personnel or guarantee that the full amount will be available on demand.
If an Order identifies a monthly ceiling and hourly rate but does not expressly describe the capacity as reserved or prepaid, the engagement is usage-based monthly capacity.
Reserved monthly capacity
Customer pays the fixed recurring fee stated in the Order to reserve up to the identified capacity during the billing period. Unless the Order says otherwise:
- Reserved fees are billed in advance and are not reduced because Customer uses less than the available capacity.
- Unused capacity expires at the end of the billing period and does not roll over, accumulate, or create a refund or credit.
- Provider will use commercially reasonable efforts to make the capacity available, subject to agreed scheduling, Customer readiness, dependencies, and events outside Provider’s reasonable control.
3. Time records and billable activity
Provider will maintain reasonable records of time spent and provide a summary with an invoice or through the agreed project system. Time reasonably necessary to perform or administer the recurring Services may include:
- Meetings, calls, workshops, and presentations.
- Research, discovery, analysis, planning, and documentation.
- Design, development, configuration, implementation, production, testing, and quality assurance.
- Campaign, account, system, or project management.
- Customer communications and coordination with approved third parties.
- Troubleshooting, investigation, deployment, reporting, and handoff.
- Administration directly related to Customer work.
The Order may state billing increments, rounding rules, non-billable activities, or different time-record requirements.
4. Requests, priorities, and approvals
Customer will designate the contacts authorized to request work, set priorities, approve additional time, and accept deliverables. Provider may rely on authenticated instructions from those contacts through the agreed email, messaging, or project-management systems.
Customer is responsible for maintaining a clear priority order when requested work exceeds available capacity. Provider may recommend sequencing, defer lower-priority work, or decline an instruction that is outside scope, unlawful, unsafe, technically unreasonable, or likely to harm Customer, Provider, another customer, or a third-party system.
Approval through an authenticated business email, agreed project-management system, or other authorized electronic communication satisfies a written-approval requirement unless the Order requires a signature or a different process.
5. Additional hours and changed capacity
Provider is not required to exceed the capacity stated in the Order. If Customer requests additional time, Provider will notify Customer when reasonably practicable before materially exceeding the limit.
Additional time requires approval from an authorized Customer contact and is billed at the overage or then-applicable rate stated in the Order. Provider may decline additional work because of capacity, scheduling, risk, or other commitments.
The parties may prospectively change the recurring capacity, rate, scope, or billing model through a written change, replacement Order, or authorized electronic workflow. A temporary increase does not permanently change a later billing period unless the written approval says so.
6. Scheduling and availability
Recurring capacity is professional-service capacity, not a promise that Provider or any particular person will work a fixed employee schedule or remain continuously available. Except for meetings, deadlines, coverage windows, or service levels expressly accepted in an Order, Provider controls the timing, location, sequencing, staffing, and methods used to perform the Services.
Provider may balance Customer requests with work for other customers. The engagement is non-exclusive, and each party may engage in other business relationships, subject to confidentiality and accepted commitments.
Dates remain estimates unless the Order expressly identifies a fixed deadline. Requests requiring immediate, after-hours, weekend, holiday, or rush work are subject to availability and may require separate written approval and fees.
7. Customer cooperation and delays
Customer will timely provide the access, information, materials, data, instructions, approvals, decisions, and personnel reasonably required for the work. Customer-caused delay may reduce what can be completed during the billing period and may require reprioritisation or rescheduling.
A Customer delay does not extend expiring monthly capacity. Reserved-capacity fees remain due despite delay or underuse. Under a usage-based model, time reasonably spent waiting in required meetings, investigating incomplete information, repeating work, or addressing Customer-caused issues remains billable when reasonably related to the Services.
8. Personnel and subcontractors
Provider determines which owners, employees, contractors, consultants, or subcontractors perform the Services and remains responsible for its obligations under the agreement. Persons receiving Customer Confidential Information or access to sensitive Customer systems will be subject to appropriate confidentiality and security obligations.
Customer may refuse access to a particular person when Customer reasonably determines that access would create a documented legal, security, confidentiality, or contractual risk. The parties will work in good faith on a reasonable alternative, which may affect scope, timing, or fees.
9. Expenses and third-party services
Provider is responsible for its ordinary operating expenses. Customer-specific software, hosting, advertising, subscriptions, travel, shipping, contractors, production costs, licenses, and other third-party charges are excluded unless the Order states otherwise.
Provider will not incur a material Customer-specific third-party expense without approval. Approved expenses may be charged to Customer at cost or as otherwise stated in the Order. Third-party services remain subject to their own terms, availability, pricing, and limitations.
10. Accounts, credentials, and systems
Customer retains its rights in Customer-controlled accounts, domains, systems, data, credentials, files, and materials. Where practicable, accounts created exclusively for Customer using Customer funds will be established under Customer ownership or transferred after required payment and cooperation.
Provider is not required to transfer its internal accounts, licenses, infrastructure, security systems, project systems, Background Materials, or tools used across customers. Customer remains responsible for controlling its administrators, billing relationships, recovery methods, and independent copies of important data.
11. Independent relationship and authority
The parties are independent contractors. The agreement does not create employment, partnership, joint venture, franchise, fiduciary duty, or agency. Neither party may enter an agreement, incur a liability, make a representation, or otherwise bind the other without express written authority.
Provider is responsible for its personnel, business expenses, equipment, registrations, licenses, insurance, and taxes. Contract language alone does not override employment, tax, or other laws that apply based on the actual relationship.
Provider will disclose a material conflict of interest it becomes aware of that would reasonably prevent proper performance of an accepted assignment. Providing services to another business in the same or a similar industry is not by itself a conflict.
12. No guaranteed result
Recurring work is subject to the warranties and disclaimers in the Customer Terms and applicable Service Terms. Capacity, activity, advice, optimization, implementation, or reporting does not guarantee revenue, profitability, sales, savings, rankings, traffic, performance, completion of every request, or another commercial outcome.
Customer remains responsible for its business decisions, approvals, budgets, legal compliance, operations, and use of deliverables.
13. Termination and transition
The Order states the initial term, renewal, cancellation notice, and any committed fees. If the Order does not state a cancellation period, either party may cancel the recurring engagement on 30 days’ written notice.
Under a usage-based model, Customer will pay for time used, approved expenses, and non-cancellable commitments through the effective termination date. Under a reserved-capacity model, Customer remains responsible for reserved fees through the effective end of the committed billing period unless the Order states otherwise.
After termination and subject to payment of amounts due, Provider will reasonably cooperate in returning Customer-provided materials and transferring Customer-controlled credentials, files, documentation, and administrative access in Provider’s possession. Transition, migration, export, training, or other material work is separately billable unless the Order includes it.
14. Order of precedence and acceptance
These Service Terms supplement rather than replace service-specific terms. If documents conflict, the order of precedence in the Customer Terms applies. For recurring-capacity mechanics only, these Service Terms control over another Service Terms document that does not expressly address the recurring-capacity issue.
By accepting an Order that incorporates these Service Terms, Customer agrees to the Order, these Service Terms, the Customer Terms, and all other Service Terms identified in the Order.