Table of Contents
Last Modified: November 2, 2026
1. Applicability and Acceptance of Terms
If you (the “Client”) do not have a separate, fully executed written agreement with Output Services Group, Inc. d/b/a OSG and/or one of its direct or indirect subsidiaries (collectively, “OSG”) for the provision of services described in one or more SOWs (defined below), these Online Terms and Conditions (the “Agreement”) shall govern any underlying SOW that references this Agreement and / or your access to and use of OSG’s Services (as defined below). By accessing or using the Services, you acknowledge and agree that this Agreement constitutes a binding legal agreement between you and OSG and shall apply in full force and effect. In the event of a conflict between the terms in this Agreement and the terms in an SOW, the terms in this Agreement shall prevail, except if a term of the applicable SOW specifically provides that it will control and recites the specific section of this Agreement being modified or superseded, then such term shall apply solely and exclusively to the applicable SOW and control and take precedence with respect to such SOW.
2. Services and Fees
OSG provides certain services and solutions, including print and mail fulfillment, electronic billing and payment processing, lockbox services, hosted marketing services, and other related services (the “Services”) as described in one or more ordering documents agreed between OSG and Client, whether in the form of a statement of work, work order, accepted and fulfilled purchase order, confirmatory emails exchanged between the parties or other ordering document (collectively, an “SOW”). Each SOW shall reference this Agreement and specify fees and any terms, and conditions relating to the Services. Any terms in a Client submitted purchase order or other document that is not an SOW, conflict with this Agreement and/or are not otherwise accepted by OSG in writing shall be void and have no force or effect. Fees do not include applicable taxes, shipping, or delivery costs unless stated otherwise.
3. Payment Terms
Invoices are due within 30 days. Late payments accrue a finance charge of 1.5% per month (18% per annum) or the maximum allowed by law. If Client disputes an invoice, written notice must be provided within 15 days; otherwise, the invoice is deemed accepted. Undisputed amounts must be paid timely and the parties shall use good faith efforts to resolve disputed amounts promptly. Client’s failure to timely pay undisputed amounts may result in different payment terms, including pre-payment or deposits, as notified to Client in writing.
4. Price Adjustments
OSG may increase fees annually based on the greater of 5% or 100% of the percentage increase in the Consumer Price Index (CPI-U). OSG shall provide at least 30 days’ advance notice of any price adjustments. OSG may also prospectively increase the fees to reflect a change or increase in the costs of materials (a) if Client’s specifications change or (b) on and after the date OSG receives notice from an independent third party supplier of an increase to OSG’s costs of materials used to provide the Services. OSG agrees to provide Client written notice as soon as commercially possible of any increase in costs experienced pursuant to foregoing clause (b) and, upon Client’s request, provide sufficient written documentation or certification to evidence such increase.
5. Postage Fees and Deposits
If mailing/delivery services are made available: (a) Postage fees (as assessed by the United States Postal Service (“USPS”) or other non-USPS carrier/courier, collectively, “Postage Fees”) are assessed for each package at the appropriate rate. OSG will adjust Postage Fees, including any pre-sort discount or fee, concurrent with pricing changes imposed by the USPS or other applicable carrier/courier as of the effective date of such changes. OSG shall use its reasonable best endeavors to provide Client with prior written notification of such changes, but delivery of such notice shall not be a condition precedent to the effectiveness of such adjustment; and (b) Client must provide a postage/courier deposit covering two months’ estimated Postage Fees before mailings begin. OSG may adjust the required deposit at its discretion. Remaining deposit balances will be returned within 30 days of Client’s request after Agreement termination. If at Agreement termination amounts are due OSG, Client authorizes OSG to offset amounts due against any postage/courier deposit balance. Client acknowledges no interest shall accrue on postage/courier deposits.
6. Taxes
Client is responsible for all applicable taxes and assessments. Tax exemptions require proof before invoicing. If additional taxes are assessed after invoicing, Client must promptly remit payment.
7. Term and Termination
This Agreement commences as of the date specified in the first SOW effective between the Parties and is effective for an initial term of 36 months from the Term Start Date, which is determined by the first live production run under an SOW. The Agreement automatically renews for successive 12-month terms unless either party provides written notice of non-renewal at least 90 days prior to a renewal term anniversary date. Certain provisions survive termination, including Sections 3, 5-6, 9-10, 13-15, and 17-18.
8. Subcontracting
OSG may use affiliated entities or third-party vendors to provide Services, provided that no personal information is transferred or stored outside the U.S. Any subcontracting shall be consistent with and subject to Sections 9 and 10 below. Further, OSG shall be liable to Client for the acts and omissions of its subcontractor to the same extent that liability to Client would accrue under this Agreement as if such acts or omissions had been performed or made by OSG.
9. Confidentiality
Both parties agree to maintain confidentiality of any proprietary or sensitive information. Confidentiality obligations do not apply to publicly available information, pre-existing knowledge, legally required disclosures, or independent developments.
10. Data Protection
Client is responsible for submitting accurate and complete files to OSG for processing. OSG will retain input data for a period of 45 days unless otherwise stated in the applicable SOW. If any personal information is shared with a third party vendor, OSG will fully anonymize such data using Synthetic Data (as defined below) methods, and Client expressly consents to this anonymization process. OSG has and will maintain an established information security program containing appropriate administrative, technical, and physical measures to protect Client data (including personal information) against accidental, unlawful, or unauthorized destruction, alteration, unauthorized disclosure, or access consistent with applicable laws. “Synthetic Data” means inauthentic data generated as corollary to Client data, specifically an output data file or the individual data elements of such an output file created from the processing by OSG of Client data such that the data contained in the Synthetic Data output file does not contain any personally identifiable information and cannot be associated with any personally identifiable information.
11. Platform Changes
OSG may discontinue the supply and support of an OSG platform or solution (an “OSG Element”) or third party software or services which form an integral part or are otherwise fundamental to the ability of OSG to deliver the Services (an “Embedded Third Party Element”) used to provide the Services (a) if, with respect to an Embedded Third Party Element or an OSG Element that requires the use of an Embedded Third Party Element, OSG can no longer secure the supply of such Embedded Third Party Element despite its commercially reasonable efforts to do so, (b) if the continued supply and support of such OSG Element or Embedded Third Party Element (i) poses a security issue that, after commercially reasonable efforts cannot be mitigated or (ii) causes or will cause OSG to violate applicable law, or (c) upon no less than 45 calendar days’ notice; provided that in each case of foregoing clauses (a) through (c), OSG makes available concurrent with or prior to such discontinuation a functionally equivalent replacement on similar fees, terms and conditions as the discontinued OSG Element or Embedded Third Party Element.
12. Limitations of Warranties
OSG provides Services “as is” without warranties of merchantability or fitness for a particular purpose unless explicitly stated in a SOW.
13. OSG Indemnity
OSG shall indemnify, defend and hold Client harmless against third party claims that OSG’s Services infringe any third party’s intellectual property rights.
14. Client Responsibilities and Indemnity
Client represents and warrants compliance with all applicable laws regarding personal information. Client shall indemnify, defend and hold OSG harmless against third party claims arising from Client’s breach of these obligations or Client’s infringement of any third party’s intellectual property rights.
15. Limitation of Liability
OSG’s liability for any damages which may arise under this Agreement and any SOW, for any cause whatsoever and regardless of the form of action, whether in contract, or tort, including negligence, indemnity or otherwise, is limited to fees paid under the affected SOW or, for Services exceeding six months, fees paid in the six months preceding the claim. OSG is not liable for indirect, special, or consequential damages. Notwithstanding the foregoing, each of OSG and Client’s liability to indemnify the other party for third party claims of infringement is uncapped but subject to the exclusion of indirect, special or consequential damages.
16. Force Majeure
Neither party is liable for performance failures due to causes beyond reasonable control, excluding payment obligations. Fees and service levels are subject to industry fluctuations.
17. Notices
All notices must be in writing or sent via email to the designated addresses. Changes to authorized representatives must be communicated in writing.
18. Governing Law
This Agreement is governed by Illinois law, with exclusive jurisdiction in Cook County, Illinois of any disputes that arise out of this Agreement.
19. Miscellaneous
Modifications to this Agreement and/or any SOW require written agreement by both parties.