AutoSP Online Terms

Version 1.0. Effective [date]. Archived at bespinglobal.us/autosp/terms/v1.

These AutoSP Online Terms (the "Terms") are an agreement between Bespin Global US Inc., a Delaware corporation ("Bespin", "we", "us"), and the business named during AutoSP sign-up ("Customer", "you"). They take effect when a person authorized to act for you accepts them online (the "Effective Date").

1. How these Terms fit with other documents

1.1 Incorporated terms. Sections 1 (Definitions), 3 (Scope of the Agreement), 7 (Confidentiality), 9 (Governing Law and Dispute Resolution), 10 (Intellectual Property), 11 (Limitation of Liability) and 13 (Miscellaneous) of Bespin's General Terms and Conditions, in the version published at bespinglobal.us/terms on the Effective Date [archived link], are part of these Terms. In those sections, "Relevant Order" and "Agreement" mean these Terms. No other section of the General Terms applies to AutoSP provided under these Terms. In particular, the AutoRI, AutoSP, Managed Services, Term and Termination, and POC sections do not apply.

1.2 Order of precedence. If anything conflicts, these Terms govern, then the incorporated sections of the General Terms, then Bespin's Privacy Policy.

1.3 Signed agreements come first. If you have a signed order or agreement with Bespin that covers AutoSP for the same AWS Organization, that signed document governs, and these Terms do not apply to that Organization.

1.4 Business use only. AutoSP is offered only to businesses. The person who accepts these Terms confirms they are authorized to bind Customer.

2. Definitions

• Organization: the AWS Organization you identify during sign-up. Management Account: its management account.
• Bespin SP Accounts: AWS accounts owned and controlled by Bespin that Bespin places in your Organization to hold Bespin Savings Plans.
• Bespin Savings Plans: AWS Savings Plans that Bespin buys and holds in Bespin SP Accounts.
• Customer Commitments: Savings Plans, Reserved Instances and similar commitments bought by you or anyone other than Bespin, whenever bought.
• Eligible Usage: AWS usage in your Organization of a kind covered by the types of Savings Plans Bespin places under AutoSP (for example Compute Savings Plans, and Database Savings Plans where Bespin offers them).
• Covered Usage: Eligible Usage that AWS applies Bespin Savings Plans to in a Month.
• On-Demand Equivalent: what AWS reports, in Cost Explorer or the Cost and Usage Report, as the on-demand cost of the Covered Usage. [Counsel/ops: confirm the treatment of AWS private pricing (EDP/PPA) discounts. See Part G.]
• SP Charges: the Savings Plan charges for Bespin Savings Plans billed to your Organization for a Month, including any unused commitment.
• Net Savings: for a Month, On-Demand Equivalent minus SP Charges. It can be negative.
• Access Components: the organizational unit "Bespin-AutoSP", the IAM roles "BespinAutoSPBilling" and "BespinAutoSPAttach", and the CloudFormation stack "bespin-autosp" that the setup command creates, as updated by Bespin from time to time.
• Dashboard: the AutoSP web application. Admin: a Dashboard user with the Admin role for your account.
• Month: a calendar month (UTC, matching AWS billing).

3. The service

3.1 What Bespin does. Bespin buys, holds and manages Bespin Savings Plans in Bespin SP Accounts placed in your Organization, so AWS applies them to your Eligible Usage. Bespin decides the type, term, amount and timing of each purchase. It reviews and rebalances coverage at least weekly. Bespin owns the Bespin Savings Plans and Bespin SP Accounts at all times.

3.2 Efforts, not guarantees. Bespin uses commercially reasonable efforts to place and rebalance Bespin Savings Plans so that they produce savings for you. Bespin doesn't guarantee any level of coverage or savings. Coverage levels, calculator results, sign-up estimates and in-month Dashboard figures are estimates and objectives only. Your actual savings depend on your usage and on AWS pricing. Bespin's fee depends entirely on Net Savings (Section 6), so Bespin is paid only when you save. Bespin's only commitment on your costs is the on-demand protection in Section 7.

3.3 Your own commitments. Bespin will not buy, sell, change or cancel Customer Commitments. Savings from Customer Commitments are never counted in Net Savings and never carry a fee.

3.4 Eligibility. AutoSP requires at least $[X] a month of Eligible Usage at on-demand rates, plus the other conditions shown during sign-up. Before it places the first Bespin Savings Plan, Bespin may decline or end onboarding for any reason. If it does, it tells you, owes you nothing, and charges you nothing.

4. AWS access

4.1 What you install. You create the Access Components by running Bespin's setup command in your Management Account. Bespin uses them only to provide AutoSP: to read billing, cost and usage data, and to move Bespin SP Accounts into and out of the Bespin-AutoSP organizational unit. The Access Components don't let Bespin read or change your workloads or data, create or change resources outside that organizational unit, or move, invite or remove your accounts. Bespin will not try to do any of those things.

4.2 Keep them in place. Keep the Access Components in place, unchanged except by updates Bespin provides, until Bespin confirms offboarding is complete. Don't remove, close, modify or restrict Bespin SP Accounts, or change the Bespin-AutoSP organizational unit. Don't apply service control policies or other controls to that organizational unit or to Bespin SP Accounts that would stop them from leaving your Organization.

4.3 If access fails.

• (a) Notice and cooperation. If Bespin can't use the Access Components, it notifies your Admins and billing contact at least three times, over at least 10 business days, by email and in the Dashboard. The third notice is marked final and states the consequences in (c) and (d). You must cooperate promptly to restore access, including by running any setup command Bespin provides.
• (b) During a lapse. Bespin's duty to rebalance is suspended, and Section 7.3(c) applies. Fees keep accruing on Net Savings actually realized. If Bespin can't read billing data, it estimates each Month's fee from the average of the three prior Months, and corrects it on the next statement once the data is available.
• (c) If access isn't restored. If access isn't restored within 10 business days after the third notice, Bespin may end these Terms by notice, effective immediately, with no wind-down period. Bespin may then detach the Bespin SP Accounts by any available means, including by having them leave your Organization directly. Section 9.4 otherwise applies: Bespin keeps the Bespin Savings Plans, and you owe nothing for them.
• (d) If detachment is blocked. If your actions or settings prevent detachment, Section 9.5 applies until detachment is complete.

4.4 Your AWS accounts. You remain responsible for your AWS accounts, credentials and AWS agreement, and for everything billed to your Organization. Bespin's only obligation regarding SP Charges is the Shortfall Credit in Section 7.

4.5 Access updates. Bespin may update the Access Components when AutoSP or AWS changes, with at least 30 days' notice. You'll apply the update within that period. An update that keeps Bespin's access within the limits in Section 4.1 doesn't need your approval. An update that materially expands Bespin's access needs your written consent. If you don't consent, either party may cancel under Section 9.2, and nothing else changes.

5. Your responsibilities

5.1 Notice of large usage reductions. Give Bespin at least 30 days' notice before any planned change you expect to reduce Eligible Usage by 25% or more from its average over the prior 30 days. Examples are shutting down or migrating workloads, moving accounts out of the Organization, or changing architecture.

5.2 Notice of your own commitments. Give Bespin at least 30 days' notice before you buy Customer Commitments that would cover Eligible Usage.

5.3 How to give notice. Use the Dashboard or email [autosp@bespinglobal.us]. Notice from an Admin or a member of your finance or engineering team counts.

5.4 Accurate details. Keep your company details, Admins and billing contact current in the Dashboard.

6. Fees and taxes

6.1 Fee. For each Month, Bespin's fee is 25% of Net Savings.

6.2 No savings, no fee. No fee is charged for a Month in which Net Savings are zero or negative.

6.3 Month close. Figures shown during a Month are estimates. The fee is final once AWS finalizes billing data for the Month, usually within the first five days of the next Month. Bespin then issues a statement showing On-Demand Equivalent, SP Charges, Net Savings and the fee.

6.4 Fee changes. Bespin may change the fee rate with at least 30 days' notice. A new rate applies only to Months starting after its effective date. You can cancel under Section 9.2 before that.

6.5 Taxes. Fees don't include taxes. You pay any sales, use or similar taxes on the fees, which Bespin will show on your statement where it is required to collect them. If you're exempt, upload an exemption certificate in the Dashboard.

7. On-demand protection

7.1 Shortfall Credit. If the SP Charges for a Month are more than the On-Demand Equivalent of the Covered Usage, Bespin credits you the difference (a "Shortfall Credit"). The Shortfall Credit is shown on that Month's statement.

7.2 How it's paid. Bespin applies a Shortfall Credit to your next fees. Any balance still unused 60 days after the statement, or at the end of these Terms, is paid to you within 30 days.

7.3 Exclusions. No Shortfall Credit is due for the part of a shortfall caused by:

• (a) a reduction in Eligible Usage for which you didn't give the notice required by Section 5.1;
• (b) Customer Commitments bought without the notice required by Section 5.2;
• (c) a failure of access under Section 4.3 that lasts more than 5 business days after Bespin's first notice;
• (d) removing, modifying or interfering with Bespin SP Accounts or the Access Components; or
• (e) delaying or preventing offboarding under Section 9.5.

8. Billing and payment

8.1 Automatic payment. You authorize Bespin to charge your saved card or debit your US bank account, through Stripe, for each fee after its statement is issued, as described on the payment screen. Bespin adds no surcharge for card payments. Bespin does not store full card or bank account numbers.

8.2 Invoice billing. On request, and with Bespin's approval, Bespin can invoice you instead. Invoices are due within 30 days, by ACH or wire.

8.3 Statement disputes. If you think a statement is wrong, tell Bespin within 30 days of its date and explain why. The undisputed amount is still charged. Agreed corrections appear on your next statement. A statement you don't dispute within 30 days is final.

8.4 Late payment. If a payment fails, Bespin retries it and notifies your Admins and billing contact. If an amount is more than 15 days past due, Bespin may charge a late fee of 1.5% a month, or the highest lawful rate if lower, and may pause new purchases and rebalancing. If an amount is more than 30 days past due, Bespin may end these Terms under Section 9.3. Amounts owed remain payable.

9. Term, cancellation and offboarding

9.1 Term. These Terms start on the Effective Date and continue month to month until ended under this Section.

9.2 You can cancel at any time. An Admin can cancel in the Dashboard, or you can give written notice. Cancellation takes effect 30 days later (the "End Date"). Wind-down: once notice is given, Bespin stops buying new Savings Plans for your Organization and may start moving Bespin SP Accounts out of it, so coverage and savings may decline before the End Date. Fees still apply only to Net Savings actually realized, and the on-demand protection in Section 7 continues through the End Date.

9.3 When Bespin can end these Terms. Bespin may end these Terms:

• (a) on 30 days' notice, for any reason;
• (b) on notice, if you materially breach these Terms and don't cure the breach within 15 days of notice, or under Section 8.4 for non-payment;
• (c) on as much notice as is practicable, if a change in AWS terms, programs or policies makes AutoSP unlawful, prohibited or commercially impractical; or
• (d) immediately, if you become insolvent or enter bankruptcy.

9.4 Offboarding. The wind-down in Section 9.2 applies during any notice period, including one under Section 9.3. By the End Date, Bespin detaches any remaining Bespin SP Accounts from your Organization. Bespin keeps the Bespin Savings Plans. You owe nothing for them, and there is no early termination fee. Your last fee covers Net Savings through the End Date and is charged after that Month closes. Bespin confirms in the Dashboard and by email when offboarding is complete, usually within 5 business days after the End Date. You may then delete the Access Components.

9.5 Don't block offboarding. If you delay or prevent detachment, for example by removing the Access Components early, fees keep accruing, Shortfall Credits stop, you bear the SP Charges billed to your Organization until detachment is complete, and you reimburse Bespin's reasonable costs of completing it. Bespin will help you complete it.

9.6 Survival. Sections 6 to 12 survive to the extent needed to settle amounts owed and complete offboarding.

10. Liability

10.1 Cap. The limitation of liability in the incorporated Section 11 of the General Terms applies. Shortfall Credits and other amounts Bespin owes you under Sections 7 and 8 are not limited by that cap and don't count toward it.

10.2 Disclaimer. Except as these Terms expressly state, AutoSP is provided "as is". Bespin doesn't warrant any level of savings or coverage. It isn't responsible for AWS pricing, AWS billing errors or AWS service availability, although it will help you raise billing errors with AWS.

11. Data

11.1 What Bespin accesses. Billing, cost and usage data and account and Organization metadata from your Organization, plus contact details of your Dashboard users ("Customer Data").

11.2 How Bespin uses it. Bespin uses Customer Data to provide and support AutoSP. It also uses aggregated, de-identified data to improve its services and models and to publish benchmarks that don't identify you. Bespin doesn't sell Customer Data. It shares Customer Data only with service providers bound by confidentiality, such as hosting, email and Stripe.

11.3 Calculator. The AutoSP calculator reads an uploaded AWS bill in your browser. The file isn't sent to or stored by Bespin.

11.4 Retention. Within 90 days after the End Date, Bespin deletes identifiable Customer Data, except records it must keep for tax, accounting or legal reasons.

12. General

12.1 Changes to these Terms. Bespin may update these Terms by giving at least 30 days' notice by email to your Admins and in the Dashboard. If a change is materially adverse to you, you can cancel before it takes effect, and the prior version then applies through your End Date. Changes that aren't adverse to you, or that law or AWS requires, may take effect sooner.

12.2 Notices. Bespin sends notices to your Admins' and billing contact's email addresses. Send legal notices to [legal@bespinglobal.us] and to Bespin Global US Inc., 500 Delaware Ave, STE 1 #1980, Wilmington, DE 19899. Operational notices under Section 5 may be given as described there.

12.3 Publicity. Bespin may name you, and show your logo, as an AutoSP customer. You can opt out at any time by emailing [marketing@bespinglobal.us]. Bespin needs your written consent for case studies or quotes. This replaces the publicity sentence in the incorporated Section 7 of the General Terms.

12.4 Electronic acceptance. Accepting these Terms online is your electronic signature and has the same effect as a signed agreement. Bespin keeps a record of your acceptance, and you can download the accepted version from the Dashboard at any time.

12.5 Assignment. Either party may assign these Terms, on notice, to an affiliate or to a successor in a merger or sale of substantially all of its relevant business. Any other assignment requires the other party's consent.

12.6 Entire agreement. These Terms, including the incorporated sections of the General Terms, are the entire agreement about AutoSP for your Organization.