Terms of Service
I authorize the company named on this web form to debit the bank account or credit card indicated in this web form, for the noted amount on today’s date. This payment is for the goods and services noted on the web payment form. I understand that returns, refunds and cancellations are not permitted, however exceptions may be made on a case-by-case basis. I understand that because this is an electronic transaction, these funds may be withdrawn from my account as soon as the above noted transaction date. I agree that payments for billing schedules with common bill dates may be consolidated into a single payment. In the case of an ACH Transaction being rejected for Non Sufficient Funds (NSF) I understand that the company named on this web form may at its discretion attempt to process the charge again within 30 days. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of this credit card or bank account, and that I will not dispute the payment with my Credit Card Company or Bank, so long as the transaction corresponds to the terms indicated in this web form.
GENERAL SERVICE AGREEMENT
- The Client is of the opinion that Configuration.Tech (“Contractor”) has the necessary experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- The Client hereby agrees to engage the Contractor to provide the Client with the Services listed in the Invoice
- The Services will also include any other tasks which the Parties agree on in writing. The Contractor hereby agrees to provide such Services to the Client
TERM OF AGREEMENT
- The term of this Agreement (the “Term”) will begin upon the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- The Contractor will charge the Client the fee listed in the Invoice for the Services (the “Compensation”)
- Invoices submitted by the Contractor to the Client are due upon receipt.
- Confidential Information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
- All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
- All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and is the sole proprietary of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner
- The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damage resulting from the unauthorized use of the Intellectual Property.
RETENTION OF PROPERTY
- Upon the expiration or termination of this Agreement, the Contractor will retain any property, documentation, records, or Confidential Information which is the property of the Client. Upon written request by the Client, the Contractor will make any property, documentation, records, or Confidential Information available to the Client.
- In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
- Except as otherwise provide in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
- In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
- Except as otherwise provided in this Agreement, the Contractor will have full control over working time, method, and decision making related to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
- Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
- The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount, whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF ESSENCE
- Time is of the essence in this Agreement. No extensions or variation of this Agreement will operate as a waiver of this provision
- The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Agreement will be governed by and construed in accordance with the laws of the State of California.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF by accepting and paying the invoice, the Parties have agreed to this Agreement.
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