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Terms and Conditions Applicable To Information Technology Professional Services

1. GENERAL

1.1 Professional Services agrees to provide and the Customer to take and pay for the supplied services under the Agreement. The terms and conditions of this Agreement apply to:

1.1.1 written orders, EDI orders, credit card orders, blanket purchase orders, individual purchase orders or task orders for ordering services under this agreement.

1.1.2 services provided under an annual contract with Professional Services.

1.1.3 the hire by the Customer of facilities at C-Byte's Professional Service premises.

1.2 All charges quoted by Professional Services are valid for a period of thirty (30) days from the date set out overleaf, or, if later in time, on the registration form.

2. INVOICING AND PAYMENT

2.1 Invoices for Information Technology Services shall be submitted by the contractor as soon as possible after completion of work. Payment under blanket purchase orders will be made quarterly or monthly, except where cash payment procedures are used.

2.2 Professional Services accepts Cash, Certified Check, Money Order, Visa, Master Card, American Express, or Bank Transfer.

2.3 Bank account information for transfer payments will be shown on the invoice.

2.4 PROMPT PAYMENT DISCOUNTS, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

3. OTHER DIRECT COSTS (ODC's)

3.1 Other direct costs are available outside the scope of this agreement. These costs will be negotiated seperately with the Customer per the acquisition guidelines set forth.

4. INFORMATION TECHNOLOGY PROFESSIONAL SERVICES DESCRIPTION

4.1 Refer to Professional Services Statement of Work for descriptions.

5. RATES

5.1 The Regular Hours consulting rates shall entitle the Customer to service during the period 9:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at the location.

5.2 Should the Customer require service to be performed outside of Regular Hours, charges for such service, if any, will be subject to an hourly surcharge.

5.3 Period of less than one hour will be prorated to the nearest quarter hour after the four (4) hour minimum has been satisfied.

6. SERVICE AREAS

6.1 Rates are applicable to any location within a 50 kilometer radius of the service points.

6.2 If any additional charge is to apply because of the greater distance from the service locations, the mileage rate or other distance factor shall be stated.

7. RIGHTS IN MATERIALS

7.1 All materials custom developed pursuant to Customer's specifications shall be the property of Customer (Work Product). In the event such Work Product may not, by operation of law, be work made for hire, Professional Services shall assign to Customer all copyrights in the Work Product developed for Client hereunder. Client agrees that this Agreement shall not prevent Professional Services from providing services to other customers using the ideas, concepts, techniques, know how and experience used hereunder or from developing products or services which might be similar to or competitive with the Work Product.

7.2 Professional Services grants to Customer a nonexclusive, nontransferable license to use the C-Byte Materials embodied in the Work Products or provided as standalone material for Customer's internal use only. Customer may make one copy of C-Byte Materials for archival or backup purpose only and shall include all existing copyright and other proprietary notices in such copy. No title to or ownership of C-Byte Materials or any of its parts, nor any applicable intellectual property rights therein such as patents, copyrights and trade secrets, are transfered to Client. Client shall not reverse engineer, reverse compile or reverse assemble C-Byte Materials, in whole or in part.

7.3 In the event Customer wants Professional Services, in the Performance of services hereunder, to use software licensed to Customer by a third party, Customer shall ensure the Customer has the right to provide Professional Services with access to such software on Customer's behalf. Professional Services shall use such software only in the performance of services hereunder and shall have no further rights to such software.

8. STATEMENT OF WORK

8.1 A separate Statement of Work will be signed by both Professional Services and the Customer for services provided other than hourly assist services. Upon acceptance by Professional Services, C-Byte agrees to provide the Services described in the Statement of Work.

8.2 The Statement of Work includes:

8.2.1 C-Byte's responsibilities,

8.2.2 The Customer's responsibilities,

8.2.3 Information Technology Professional Services descriptions,

8.2.4 The specific conditions (Completion Criteria), if any, that C-Byte is required to meet to fulfill its obligations,

8.2.5 A performance period for Services and an estimated schedule for planning purposes, and

8.2.6 Applicable rates and charges not including taxes and other terms.

8.3 If a Statement of Work contains an estimated schedule, both Professional Services and the Customer agree to make reasonable efforts to carry out our respective responsibilities according to that Schedule. If the Statement of Work contains Completion Criteria, Professional Services will inform the Customer when each criteria is met. The Customer then has 10 days to inform Professional Services if the Customer believes that Professional Services has not met the criteria. The project is complete when Professional Services meets the Completion Criteria.

8.4 Changes to Statment's of Work:

8.4.1 When both Professional Services and the Customer agree to change a Statement of Work, Professional Services will prepare a written description of the agreed change which must be signed by both C-Byte and the Customer. Any change in the Statement of Work may affect the charges, estimated schedule, or other terms. Depending on the extent and complexity of the requested changes, additional charges may be required for analysis of the changes. Additional work will not commence until funded authorization is received from the Customer.

9. PERFORMANCE OF SERVICES

9.1 The consultant shall commence performance of services on the date agreed to by the consultant and the Customer.

9.2 The consultant agrees to render services only during normal working hours, unless otherwise agreed to by the Consultant and the Customer.

9.3 All services rendered shall be performed by persons who are adequately trained, skilled and equipped to perform such services in a safe, workmanlike manner, consistent with good work practices.

10. INDEPENDENT CONTRACTOR

10.1 All Information Technology Professional Services performed by the consultant under the terms of this contract shall be an independent contractor, and not as an agent or employee of the Customer.

11. CREDENTIALS

11.1 The Consultant agrees that all contract personnel utilized in the performance of Information Technology Professional Services under the contract shall have the education, experience, expertise as stated in the Consultant's credentials.

11.2 Credentials shall be provided to Customer upon request.

12. LIMITATION OF LIABILITY

12.1 Customer agrees that C-Byte and the Consultant shall have no liability to the Customer for any direct, indirect, incidental, consequential or exemplary damages arising out of the consultants services, or Customer's use of the services provided by the Consultant, under any circumstances whatsoever, even if Customer has advised C-Byte of the possibility thereof. Customer agrees to indemnify and hold C-Byte and the Consultant harmless from all damages, costs, or liability arising directly or indirectly from the consultants service.

13. GENERAL

13.1 The validity, interpretation and performance of this Agreement will be controlled by and is construed under the laws of the State of Nevada. Information Technology Professional Services under this agreement are provided in Australia, Austria, Bahrain, Brunei, Canada, Croatia, Czech Republic, France, Egypt, Germany, Greece, Hong Kong, India, Indonesia, Itally, Japan, Korea, Kuwait, Malaysia, Mexico, The Netherlands, New Zealand, Oman, People's Republic of China, Philippines, Poland, Russia, Saudi Arabia, Singapore, Slovenia, South Africa, Sri Lanka, Taiwan, Thailand, United Arab Emirates, United Kingdom, United States, and Yugoslavia/Serbia only.

13.2 All notices to be given under this Agreement shall be in writing and shall be sent to the addresses first given in this Agreement. Any changes of address of either party shall be notified to the other in writing.

13.3 Clause headings are for ease of reference only and shall not affect the construction of this Agreement.

13.4 THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO BE BOUND BY ITS TERMS, CONDITIONS AND CHARGES. THE CUSTOMER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND THAT THIS AGREEMENT SUPERSEDES AND CANCELS ALL PREVIOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.



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