Terms & Conditions
Terms and Conditions:
- Together with signed ‘Statement Of Work ‘(SOW) and executed change orders these terms and conditions form the complete Agreement, no other verbal or written amendment is binding. Where a SOW or Change Order(s) conflict with standard terms and conditions the SOW or Change Order(s) prevail. Where a SOW and Change Order conflict the Change Order prevails.
- For hourly billed engagements a 6-hour minimum per day will apply for each requested onsite visit and 2-hour minimum for offsite.
- Fixed fee engagements exclude any services not specifically documented in the SOW, no implied service or derived tasks are included. The customer agrees that all work not specifically included is excluded from all fixed fee or not to exceed prices quoted.
- Invoices are due upon receipt or per terms
- Upon completion of the deliverables described in the (SOW), Extensys, Inc. shall provide the Customer with a Project Completion Notice (PCN). The customer will sign the PCN either accepting or rejecting deliverables within five (5) business days. The customer will provide written documentation on the justification of the rejection in the PCN. If the PCN is not returned the services will be deemed acceptable and complete. Extensys, Inc. shall have up to five (5) days to respond to a rejection notice. Parties will work cooperatively to resolve issues.
- Services will be performed during normal business hours 8:30am – 5:30pm, Monday through Friday, excluding holidays. No off hours (outside regular business hours) are included unless otherwise stated in the SOW. All services performed after business hours, weekends, and/or holidays will be invoiced at time and a half unless otherwise specified in the SOW or part of the services in fixed fee SOW.
- Services requested and approved in a formal Change Order beyond those documented in the SOW will be invoiced at the rate structure defined in the SOW, unless otherwise documented in a specific Change Order.
- Extensys, Inc. is not responsible for manufacturer products (hardware / software) that do not perform as advertised. Extensys, Inc. time and effort involved in identifying and resolving such manufacturer hardware and/or software bugs is outside the scope of services provided, unless this service is the work specific identified in the SOW or Change Order. The manufacturer is expected to solve defects in the hardware and/or software they supply. Any additional effort needed by Extensys, Inc. to assist in this process will require an executed change order.
- NOT TO HIRE: Customer may not, without formal written consent by Extensys, Inc., hire or attempt to hire any Extensys, Inc. employee, previous Extensys, Inc. employee, or subcontractor for a period of two years from the last date the employee or subcontractor was employed by Extensys, Inc. A breach of this not to hire clause will cause Extensys, Inc. irreparable harm, and as such the customer agrees to pay Extensys, Inc. a minimum finder’s fee of $150,000. Payment of the $150,000 fee by the customer to Extensys, Inc. shall not be considered the sole remedy available to Extensys, Inc. Customers will have twenty (20) business days to effect a cure for accidental breach of this clause, such cure will be acceptable to Extensys, Inc.
- Any SOW is specifically for the provision of services as described in the SOW by Extensys, Inc. to the customer and as such includes no hardware, software, licenses, or maintenance services (product support) or miscellaneous components of any kind.
- Invoices past due are subject to a late payment fee of $100 and 1.5% (or maximum permitted by law) interest charge per month on the outstanding balance. All costs incurred in the collection of past due invoices will be added to the outstanding balance and will be subject to compounding interest charges.
- The Agreement (terms and conditions, SOW, and Change Orders) shall be interpreted and construed according to, and governed by, the laws of state of Florida; excluding any such laws that might direct the application of the laws of another jurisdiction. The courts located in Pinellas County shall have jurisdiction to hear any dispute under this Agreement.
- 13. In the event of a dispute relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations according the Agreement provided the dispute is not related to unpaid invoices.
- Arbitration. Any controversies or disputes relating to the execution of services described in the SOW shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place in Pinellas County, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than [time period] after the notice of arbitration is served. The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
- Neither party shall be liable for any failure or delay in performance under the Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused (I) by causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of no liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused
- IN NO EVENT WILL EXTENSYS BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE WORK PRODUCT OR THE BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER agrees that they share in any errors of misunderstanding that may arise and therefore in no event shall Extensys, Inc.’s Liability exceed fees paid by the customer services rendered or delivered under the SOW.
- The Agreement (Terms and Conditions, SOWs and Change Orders) are confidential documents between Extensys, Inc. and customer, customer therefor agrees to safeguard such documents from all external parties.
- Customer will be invoiced bi-weekly for the consulting services and expenses.
- Customer will be invoiced all costs associated with out-of-pocket expenses (including, without limitation, costs and expenses associated with meals, lodging, local transportation and any other applicable business expenses) listed on the invoice as a separate line item unless otherwise stated in the SOW.
- Reimbursement for out-of-pocket expenses, when authorized and up to any limits set forth in the SOW, shall be in accordance with customer’s published policies governing travel and associated business expenses, which information shall be provided by the customer.
- Extensys, Inc. shall provide Customer with sufficient details upon request to support its invoices, including time sheets for services performed and expense receipts and justifications for authorized expenses, unless otherwise agreed to by the parties.
- Customer to provide dedicated staff members and contact information for each department and/or location involved in the project.
- Customer will create any internal change record, advise internal staff of potential impact to any systems as needed, and ensure Extensys, Inc. is provided an appropriate change window to execute documented work.
- Customer is responsible for ensuring normal activities such as backups and any steps needed to protect data or configuration files are executed prior to Extensys, Inc. services unless otherwise stated in the SOW.
- Customer to provide access to all pertinent areas and systems as needed to perform the work, both physical and virtual. Extensys, Inc. user accounts will be established in advance when possible to avoid delays in service delivery.
- Customer to provide all existing pertinent drawings, configurations, policies and documentation as needed.
- Provide an asset list detailing age of equipment and yearly maintenance cost
- Timely feedback and participation
Last Updated: 09-17-2014