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GENERAL CONSULTING TERMS |
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| 1. |
DEFINITIONS |
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1.1 |
Client |
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Company entering into this contract. |
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1.2 |
Digital Office Systems |
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Any consultant, employee, subcontractor, subsidiary or affiliate performing work
under this agreement |
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1.3 |
Work Product |
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Any and all work including but not limited to, computer systems,
computer hardware, computer networking hardware, computer repairs,
networking services, computer software,
associated media, printed materials, "online" or electronic
documentation, consulting and other related services rendered under this agreement |
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1.4 |
Agreement |
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This document |
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| 2. |
END-USER LICENSE
AGREEMENT |
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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. |
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| 3. |
COMPENSATION |
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3.1 |
Invoicing |
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Digital Office Systems shall submit
an invoices to the Client for Work Product. All payments are due within ten
days of the invoice date. |
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If Client does not pay an
invoice with in 30 days Client agrees to pay the balance of the invoice
plus 10% of the unpaid balance. A 10% fee will be charge against the
unpaid balance every 30 days until the invoice is paid in full. |
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Once an account is 45 days
or more delinquent your account will be placed on credit hold until your
account balance is paid in full. Once your account is in good standing a
$500.00 (five hundred dollar) good faith deposit may be required to be
applied against any future work. |
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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.
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| 4. |
PAYMENT RATE |
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The Client
will be billed by the hour for labor and services. The Client will be
billed a fixed price for all materials including computer systems and
parts. The Client may be charged a fixed on-site charge for each trip
made to Client's location. |
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4.1 |
Block Time or
Contract pricing: Client
may receive a discount hourly rate by purchasing blocks of time |
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Time must be purchased
in advance of services |
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All outstanding invoices
must be paid in full prior to block time purchase |
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Time must be purchase in
minimum 10 hour blocks |
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Digital Office System's
will bill Client at the discounted rate for all work performed while the Client
maintains a block time balance. Only hourly charges will be applied to
the block time balance. |
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Once all block time has
been exhausted Client will be billed at the standard hourly rate. |
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| 5. |
LONG TERM SUPPORT
AND CONTRACT PRICING |
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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. |
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| 6. |
BILLING
RELATIONSHIP |
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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. |
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Price Quotes are
guaranteed for seven (7) days from the date denoted on the quote.
After quote expires prices are subject to change with out notice.
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, 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.
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| 7. |
SCOPE OF WORK |
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Digital Office Systems shall
supply computer system, computer related hardware, computer repairs,
networking services, system programming, 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. |
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Failure to provide services as
outlined above is considered a material breach of this agreement.
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| 8. |
INDEPENDENT
CONTRACTOR STATUS |
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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. |
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| 9. |
NON-DISCLOSURE
AGREEMENT ("NDA") |
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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. |
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| 10. |
WARRANTIES AND
DEFECTS |
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Client
understands that this agreement establishes a time and materials billing
relationship. Therefore, work performed 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 system will meet Client's needs or be free from
errors, or that the operation of the hardware or 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
work product.
Digital Office Systems agrees to fix defects after delivery
of work product on a time and material basis under this agreement. |
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| 11. |
DISPUTES |
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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. |
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| 12. |
ENTIRE AGREEMENT |
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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. |
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| 13. |
WAIVER OF CONTRACTUAL RIGHT AND
SURVIVABILITY |
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13.1 |
Enforcement |
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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. |
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13.2 |
Survivability |
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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. |
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| 14. |
ADDENDUMS AND MODIFICATIONS |
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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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