Client Services Agreement, Terms & Conditions
Client Services Agreement
Thank you for engaging ITontology Inc. (“ITontology Inc.” or “We”) to provide services for your business. To help avoid any misunderstanding, we have set in writing the terms and conditions in this Client Services Agreement (“Client Services Agreement” means this Client Services Agreement, which includes any Supplements, attached hereto and incorporated herein by reference) upon which we will provide services in the manner in which we will bill you for services rendered and costs incurred.
“You” or “your” or “client” means your company name. “ITontology Inc.” or “we” means ITontology Inc.
Hourly billing rates
$125/hr for on-site services
$150/hr for work defined via Project Estimate or SOW(s)
$225/hr for work performed outside of normal business hours (8am-5pm CST) or on holidays.
ITontology Inc. will bill 1-hour ($125) minimum for on-site services, thirty minutes minimum for remote services, and one hour minimum for work performed outside of normal business hours. We bill hourly charges beyond our minimums in 0.25-hour increments. Your invoice will include a detailed description of services performed.
We charge a flat rate travel charge of $45 for any on-site services not related to a Managed Services Agreement or Project.
Managed ServicesTerms and conditions for ITontology Inc.’s Managed Services will be defined via one or more additional addendums to this Client Services Agreement, which will serve as addendum(s) to (not a replacement for) this Client Services Agreement. This Client Services Agreement will serve as the basis for any additional Agreement(s) and will set the master billing rates exclusive of any Managed Services Agreement. Client shall be responsible for all sales, use, excise, or other taxes that may be imposed on the use of any software, hardware or services provided by ITontology Inc. to Client, regardless of whether ITontology Inc. bills Client for such taxes. Billing Terms ITontology Inc. bills all hourly services weekly for services provided during the prior week. ITontology Inc. sends all invoices via email to your designated Billing Contact (designated below), unless you request an alternate delivery method in writing. Full payment is due upon the invoice date, which is the date your invoice is sent to your Billing
Contact via email. All project work, defined by a Project Estimate or SOW, services must be pre paid 50% prior to project scheduling. All hardware and software will must be paid 100% prior to project scheduling and all remaining charges will be billed according to our standard weekly billing procedures, and all charges are due immediately upon receipt. If Client fails to make any payment due ITontology Inc. for services and expenses within 30 days after the date of the invoice, ITontology Inc. reserves the right to charge Client the maximum interest rate permitted by law.
Non-Solicitation & Liquidated Damages
For any ITontology Inc. employee or ex-employee who has performed any work on behalf of ITontology Inc. for you, you agree not to solicit to hire or hire such an employee of ex-employee within two years of the employee’s last date of employment with ITontology Inc.
If you do hire such an employee or ex-employee within the two-year period, you agree that ITontology Inc. has been damaged, and you agree to pay ITontology Inc. $50,000.00 in liquidated damages.
We maintain confidentiality of all information that we obtain about you during our engagement, and you agree to maintain confidential all of our information, including but not limited to: cost estimates, business processes, software and hardware configurations, and steps that we devise to manage your computer network.
OTHER THAN SOFTWARE/HARDWARE MANUFACTURED/CREATED BY ITONTOLOGY INC., ITONTOLOGY INC. IS NOT RESPONSIBLE FOR THE MANUFACTURING/DESIGN DEFECTS OF ANY HARDWARE OR SOFTWARE USED, OR THE CONSEQUENTIAL EFFECTS OF THE APPLICATION OF SUCH DEFECTIVE PRODUCTS ON YOUR SYSTEM.ITONTOLOGY INC. MAKES NO WARRANTY AS TO: (i) FITNESS FOR A PARTICULAR PURPOSE, (ii) MERCHANTABILITY, (iii) CONDITION, (iv) CAPACITY, (v) PERFORMANCE, (vi) FREEDOM FROM CLAIMS OF INFRINGEMENT OR (viii) ANY EQUIPMENT OR SOFTWARE PROVIDED OR INSTALLED IN CONNECTION WITH THE SERVICES UNDER THIS CLIENT SERVICES AGREEMENT OR (ix) YOUR MATERIALS OR WORKMANSHIP. ITONTOLOGY INC. LIABILITY UNDER THIS CLIENT SERVICES AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS CLIENT SERVICES AGREEMENT.
Dispute Resolution & Jury WaiverYou and ITontology Inc. agree that any dispute, other than billing disputes, arising under this Client Services Agreement will first be submitted to mediation in Dallas, Texas. The mediator will be a person experienced in the business of IT consulting services.
THE PARTIES WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS OR PERMITTED ASSIGNS, UNDER OR CONNECTED WITH THIS CLIENT SERVICES AGREEMENT OR ANY OF ITS PROVISIONS.
Notwithstanding the above jury waiver, the parties shall have, at their option, the right to seek injunctive relief in a court of law.
Unless otherwise provided herein, any termination of this Client Services Agreement, for any reason whatsoever, shall not alter, affect or terminate the rights and obligations of the parties to one another that are created by this Client Services Agreement, nor shall termination of this Client Services Agreement prejudice any right or remedy that each law or in equity or under this Client Services Agreement.