Nalpeiron (and/or its associates and partners), hereafter called the "Provider," agrees to deliver Professional Services to the Customer ("Customer") for a service fee based on the time and materials needed to provide the services and, in return, gives the agreement below. All provision of services will be subject to a separate written SOW or contract that may include additional terms and conditions and will outline the services to be provided, timelines and costs. All provided services will be subject to these terms and conditions.
1.6 (10.12.2023)
Changelog: https://zentitle.com/legal/terms-and-conditions-changelog
The Details of the work to be carried out by the provider shall be outlined in a Statement of Work (SOW), which shall be agreed upon and signed/e-signed by both the provider and the customer before the engagement starts. Or, the customer may purchase a fixed-price workshop or consulting engagement package where the scope is described in the package details.
If the parties desire to change an Order Form or SOW during the engagement to address changes in scope or cost, the parties will complete and execute a Change Order. The customer acknowledges that it may need to purchase additional Professional Services if not completed within any estimated time frames as presented within an Order or SOW. All services are based on the time and materials needed to provide the services and not a fixed price, if the services require more time than estimated these will be billed in addition to the initial estimated price. The client will be informed in advance if the services costs are going to change from the initial estimate and can decide to proceed or terminate the services after having paid for any work contracted at the estimated price.
This Agreement is limited to Professional Services and does not convey any right to use Subscription Products.
The parties agree that the Nalpeiron Electronic License Terms and Conditions ("ELTC"), available for review at https://zentitle.com/terms are accepted and incorporated by reference herein.
Except as set forth in a SOW or otherwise agreed to in writing, all deployment and Professional Services will be performed remotely by the Provider or Partner. The provider is in no way obligated to deliver any of its services on-site.
The Provider provides deployment Services to advise Customers on best practices for optimum use of Zentitle. However, the Customer must provide overall project management, including making required changes to utilize Zentitle fully. The Provider provides deployment Services through standard packages and offerings with pre-determined engagement durations. The customer agrees and understands that the deployment Services will be invoiced upfront on the Order date and may be performed by the Provider or a Partner. Since the roll-out of Zentitle may be completed after the end of the pre-determined deployment Services engagement duration, the Customer may need to continue Product roll-out after the deployment Services have been completed and/or expired.
Suppose the Customer requests custom deployment or professional services in addition to or instead of the standard forms of deployment Services and pre-defined offerings. In that case, the Customer agrees to execute a separate Statement of Work (SOW) with the Provider and/or Partner before the Provider commences any custom deployment Services or professional services.
On signing this agreement, Nalpeiron will issue the customer with an Invoice for payment. All payments must be made by wire transfer or ACH according to the instructions on the invoice (please note that we cannot accept physical checks). Work will start on agreement by both parties and the deposit has been paid, where applicable. No rights in any work completed for the Customer will pass until full payment has been received and the works accepted formally in writing.
All fees are invoiced in USD. If applicable, sales tax shall be assessed on your invoice to comply with your state's sales tax laws and regulations. All Professional Service engagements require either full or 50% payment before delivering any such Services. The remainder will be billed in increments depending on the size and scope of the engagement. Work shall commence once the initial payment has been received. For part-day engagements or deliverables, the work hours shall be calculated vs. the daily rate to charge only the correct amount due. Any fixed fee for Professional Services, such as our packaged workshops, shall be paid upfront in full and shall be non-cancellable. In the event that a confirmed engagement is canceled, rescheduled, or terminated by the Customer, the Customer will pay any actual, non-refundable expenses incurred by the Provider.
The Customer shall bear any fees related to wire or ACH transactions. The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
REIMBURSEMENT OF EXPENSES: The Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Provider in connection with providing the Services. All expenses must be pre-approved by the Client. In the event Provider or Partner personnel is required to travel to Customer’s site, Customer agrees to pay for all pre-approved travel expenses, travel time costs, hotel accommodations, and any other out-of-pocket expenses incurred by Provider or Partner in connection with providing the deployment and Professional Services. Such expenses will be invoiced as they are incurred.
The Agreement starts on the Effective Date and continues until it is terminated in accordance with this Section. Either party may terminate this Agreement upon fifteen (15) days’ prior written notice to the other party hereto. Unless otherwise stated herein, termination of this Agreement shall not affect any Professional Services currently being delivered under an SOW or Order Form, and this Agreement shall remain in full force and effect until the completion thereof.
Either party may terminate this Agreement and/or any SOW or Order Form executed between the parties if: (i) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice; or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Provider may (at its sole discretion) suspend delivering Professional Service if the Customer breaches the terms of Section PAYMENT PROCESS AND TERMS until such breach is remedied.
Suppose Customer terminates this Agreement according to the clauses above. In that case, the Provider will refund to the Customer a prorated amount equal to pre-paid Fees for the unused portion of Professional Services as of the termination date, if any. Suppose the Provider terminates this Agreement in accordance with the clauses above. In that case, Customer will pay (if applicable) any and all unpaid Fees due and payable as of the date of termination, to the extent permitted by applicable law. For the avoidance of doubt, termination will never relieve Customer of its obligation to pay any Fees payable to Provider for the Professional Services performed in the period before the effective date of termination.
As explicitly provided for here, after the termination of this Agreement (or any SOW or Order Form as applicable), Customer shall not be entitled to any refund or credit.
Provider represents and warrants that its provision of Professional Services under an SOW will be rendered in a professional and workmanlike manner. If Provider fails to meet the foregoing warranty, upon Customer’s written notice within ninety (90) days after completion of the applicable Professional Services, Provider will at its option and expense either: (i) re-perform and correct the nonconforming Professional Services within thirty (30) days, or (ii) provide a plan for correcting the nonconforming Professional Services within such thirty (30) day period. If the nonconforming Professional Services are not corrected, or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement, or the respective SOW, and receive a pro-rata refund for any pre-paid, unused portion of the Professional Services. The foregoing represents Customer’s sole and exclusive remedy for a breach of this Section.
THIS IS THE EXCLUSIVE WARRANTY WITH REGARD TO THE PROFESSIONAL SERVICES AND IS IN LIEU OF ALL OTHER WARRANTIES. PROVIDER DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW, PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Provider does not give any warranties or guarantees for Services unless specifically provided here or in an SOW or Schedule. Nothing in this Agreement or Provider's statements to the Customer shall be construed as a promise or guarantee about the successful outcome of the Services to be provided under this Agreement or any applicable SOW or Schedule. The Customer acknowledges and agrees that the accomplishment of the goals established for this engagement will require each Party to fully cooperate with the other Party, fulfill its role, perform its obligations in a timely manner with personnel qualified to perform the tasks assigned and coordinate its efforts with the efforts of the other Party, and that all Services provided will be the result of the Parties’ joint inputs and efforts.
THE CUSTOMER AGREES AND UNDERSTANDS THAT THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OF ANY DEPLOYMENT OR PROFESSIONAL SERVICES REQUESTED BY THE CUSTOMER UNDER A SOW REMAINS WITH THE CUSTOMER. IN NO EVENT SHALL THE PROVIDER, PARTNER, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR PERSONNEL BE LIABLE FOR ANY DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR RELATED TO THE PROFESSIONAL SERVICES.
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 Provider agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information the Provider has obtained, except as authorized by the Client or as required by law. The confidentiality obligations will apply during the Term and will survive for three years upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Provider.
Each party will retain all rights, title, and interest in their Pre-Existing Works. Except as explicitly set forth herein, each party reserves all intellectual property rights not expressly granted to the other party, and no right, title, or interest in a party’s Pre-Existing Works are transferred to the other party. Further, this Agreement does not contemplate Professional Services for the provision of any Improvements to the Customer’s Pre-Existing Works, and any such deliverable will be subject to separate terms and conditions as to be mutually and explicitly identified and agreed upon between the parties in a fully executed SOW, or other form of written agreement.
To the extent applicable, Customer hereby grants Provider a non-transferable, non-exclusive, worldwide, and royalty-free license to use Customer’s Pre-Existing Works necessary to provide the Professional Services under this Agreement. To the extent Provider Pre-Existing Works or Developments are incorporated into the Professional Services or deliverables provided under this Agreement, such Provider Pre-Existing Works and Developments are provided to Customer in a non-transferable, non-exclusive, worldwide and royalty-free license to use solely for Customer’s internal business purposes subject to the applicable license agreement(s) governing Customer’s use of Provider’s Subscription Products, and expressly conditioned on Customer’s compliance with the terms of such agreement(s).
All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the Provider's property. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Provider.
For the avoidance of doubt, the Provider is not restricted from developing, implementing, marketing, or selling services or deliverables for other customers or projects that are similar to the Professional Services or deliverables provided under this Agreement.
In providing the Services under this Agreement, it is expressly agreed that the Provider is acting as an independent provider, not an employee. The Provider 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 contribute 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 Provider during the Term.
The Provider is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Provider under this Agreement.
Except as otherwise provided in this Agreement, the Provider may, at the Provider's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Provider under this Agreement, and the Client will not hire or engage any third parties to assist with the provision of the Services.
If the Provider hires a sub-contractor, the Provider will pay the sub-contractor for its services, and the Compensation will remain payable by the Client to the Provider.
Except as otherwise provided in this Agreement, the Provider will have full control over working time, methods, and decision-making in relation to the provision of the Services in accordance with the Agreement. The Provider will work autonomously and not at the direction of the Client. However, the Provider will be responsive to the Client's reasonable needs and concerns.
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 and signed by an authorized representative of each Party.
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Client's prior written consent.
This agreement supersedes all previous communications, representations, or agreements, either oral or written, concerning the subject matter hereof, and no representation or statements of any kind made by any representative of Provider or Customer that are not stated in this agreement shall be binding on Provider or Customer including any terms in Customer purchase orders or contracts. Where this agreement conflicts with the pre-printed terms of a PO, the terms of this agreement will supersede those of the PO. No addition to or modification of any provision of this agreement shall be binding upon the Provider or Customer unless made in writing and signed by the respective duly authorized representatives of the Provider and Customer.
Nalpeiron Inc, 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303, U.S.
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