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Digital Office Systems

Specializing in office automation through custom software

 

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GENERAL CONSULTING TERMS
   
1. DEFINITIONS
  1.1 Client
    Company entering into this contract.
  1.2 Digital Office Systems
    Any consultant, employee, subcontractor, subsidiary or affiliate performing work under this agreement
  1.3 Work Product
    Any and all work including but not limited to, computer software, associated media, printed materials, "online" or electronic documentation, consulting and other related services rendered under this agreement
  1.4 Agreement
    This document
   
2. END-USER LICENSE AGREEMENT
  This Agreement is a legal agreement between Client and Digital Office Systems for all Work Product. Client agrees to be bound by the terms of this Agreement by installing, copying, or otherwise using Work Product. If you do agree, you are not authorized to install, download or otherwise use Work Product.
   
3. COMPENSATION
  3.1 Automatic Credit Card Payment
    Client agrees to keep a credit card on file with Digital Office Systems. Digital Office Systems is authorized to bill against the credit card for Work performed and reasonable materials. Digital Office Systems will send the Client a weekly statement detailing work performed and charges. Only accounts with billable activity will receive statements. If for any reason Digital Office Systems cannot charge against the credit card the Client will be billed according to weekly invoicing.
  3.2 Weekly Invoicing
    Digital Office Systems shall submit an invoice to the Client weekly. Client agrees to pay invoices within ten days.
 
ALL payments are due within 10 day regardless of payment or billing method. Failure to pay an invoice within 10 days is considered a material breach of this agreement.
   
4. PAYMENT RATE
  The Client will be billed at $90 per hour (“Standard Rate”) or $1.50 per mile for travel (“Travel Rate”).
   
5. LONG TERM SUPPORT AND CONTRACT PRICING
  For long term support or large projects we may offer a discount off the regular rate. Discount pricing is offered on an individual basis and must be made an addendum to this agreement.
   
6. BILLING RELATIONSHIP
  It is expressly agreed by the parties that this is a task oriented time and material agreement with no performance clauses indicated unless expressly stated otherwise.
 
Price estimates associated with the development of custom software are based on the number of hours Digital Office Systems feels it will take to develop the software. Estimates are to be used to gauge the feasibility of the project and in no way reflect the exact time or cost. You will be billed on a time and material basis which may be over or under the estimated prices.

Other billing arrangements executed under this agreement, such as deliverables-based fixed bids, must be agreed upon prior to start of work, must be executed in writing signed by both parties, and shall become an addendum to this agreement. To receive a fixed bid, provide us with a complete and precise description of deliverables. If you need help developing a complete and precise description of deliverables, contact us.
   
7. SCOPE OF WORK
 

Digital Office Systems shall perform such computer programming and software development, systems analysis and other computer consulting services as requested by the Client. Digital Office Systems will provide a Work Product that is consistent with generally accepted industry standards.

 
Failure to provide services as outlined above is considered a material breach of this agreement.
   
8. INDEPENDENT CONTRACTOR STATUS
 

Digital Office Systems is an independent contractor with respect to Client, and not an employee of Client.  Client disclaims any right to control the manner of performance by Digital Office Systems. Digital Office Systems has no authority to direct or control the performance of any employee of Client. Digital Office Systems' role will be that of advisor and not of master to any Client employee. Digital Office Systems does not have any title within Client's company and Digital Office Systems is not eligible for benefits, including health insurance benefits, paid vacation, or any other employee benefit within Client's company.

   
9. NON-DISCLOSURE AGREEMENT ("NDA")
  It is agreed that all work done on behalf of the Client is confidential and may contain trade secrets of Client. Digital Office Systems agrees to maintain the confidentiality of all information and material it may receive or otherwise become aware of relating to Client and/or the work it may perform for Client, including but not limited to software development, tools, architectures, and the Client’s business. Digital Office Systems' confidentiality obligation shall survive the completion or termination of this Agreement.
   
10. WARRANTIES AND DEFECTS
  Client understands that this agreement establishes a time and materials billing relationship. Therefore, software developed under this agreement is provided on an "as is" basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Digital Office Systems does not warrant that the software will meet Client's needs or be free from errors, or that the operation of the software will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the software.

Digital Office Systems agrees to fix defects after delivery of work product on a time and material basis under this agreement.
   
11. OWNERSHIP OF WORK PRODUCT
  11.1 Work Product Ownership
    It is expressly agreed by the parties that the Client owns the Work Product. Ownership of the Work Product includes but is not limited to unlimited use and licensing of the final software product including the right to sell and distribute the Work Product. Furthermore, the Client agrees that if payment is not received in full or this project is terminated prior to completion, the Company retains ownership of the Work Product.
  11.2 Source Code Ownership
    It is expressly agreed by the parties that source code shall belong to the Client. Ownership of code includes the right to reuse any and all source code on future projects. Furthermore, the Client agrees that if payment is not received in full or this project is terminated prior to completion, the Company retains ownership of the Source Code. It is also agreed by the parties that Company retains the right to take parts from the Source Code to add to Company’s Background Technology.
  11.3 Background Technology
    Client acknowledges that Digital Office Systems owns Background Technology and/or holds a license to use and sublicense Third-Party Background Technology.
  11.4 Background Technology Usage
    Digital Office Systems retains all right, title, interest, including all copyright, patent rights and trade secret right in the Company-Owned Background Technology. Subject to full payment of the consulting fees due under this Agreement, Digital Office Systems grants Client nonexclusive, perpetual worldwide license to use the Company-Owned Background Technology used in the Work Product. Usage of Background Technology does not include any Third-Party licensing Client may need to utilize the Work Product or source code.
     
12. NO COMPETITION
  The Client agrees not to make a job offer to any Digital Office Systems representatives. The Client understands that making a Job Offer to a Digital Office Systems representative impedes Digital Office Systems’ ability to make a living. The Client’s No Competition obligation shall survive the completion or termination of this Agreement.
     
13. INDEMNIFICATION
  Client agrees to indemnify, defend and hold harmless Digital Office Systems against any and all loss, liability, expenses and costs (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Digital Office Systems in connection with any threatened, pending completed or future action suit or proceeding to which Digital Office Systems is, or is threatened to be made a party arising from or related to Services that have been provided hereunder. The terms of this section are non revocable and shall survive the completion or termination of this Agreement.
     
14. DISPUTES
  Any action based on this Agreement, including disagreement, disputes regarding the terms and conditions, alleged breaches of contract, and remedies under contract, shall be governed by the laws of the State of Louisiana and shall be adjudicated exclusively by a court of competent jurisdiction in Covington, Louisiana.
     
15. TERM AND TERMINATION
  Termination must be due to a material breach of this Agreement as defined in SCOPE OF WORK and COMPENSATION sections of this Agreement or a mutual agreement between the parties. If a material breach occurs the offending party must be notified in writing and given ten (10) days to remedy the breach. If the party fails to remedy the breach the other party may terminate this agreement with out further notice. In the event this agreement is terminated, the Client agrees to pay for all work completed up to and including the date written notification was received. This Agreement shall be in effect any time Work Product is provided by Digital Office Systems.
     
16. ENTIRE AGREEMENT
  This is the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
     
17. WAIVER OF CONTRACTUAL RIGHT AND SURVIVABILITY
  17.1 Enforcement
    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  17.2 Survivability
    If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
     
18. ADDENDUMS AND MODIFICATIONS
  The Application to open an account with Digital Office System shall become an addendum to this agreement and serve as proof that Client has read and agree to be bound by the terms of this Agreement. No other modification or addendums of this Agreement shall be binding unless signed by both parties.

 

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Last modified: 09/05/07