{{gravity-field-id-12}} - {{gravity-field-id-31}}
This terms and conditions document (“Agreement”) is made as of , by and between (“Client”, represented by , ) and Ehven Consultants (Ehventerprise LLC, “Consultant”), a Pennsylvania company.
WITNESSETH: WHEREAS Consultant is engaged in Consulting for software and web development and support, and other related solutions and deliverables, and Client desires to engage Consultant, as described herein.
Client desires to retain the services of Consultant, and Consultant is willing to perform the services called for upon the terms and conditions set forth in this Agreement. NOW THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter entered into, the parties mutually agree as follows:
Client acknowledges that Consultant's offerings are defined within an explicit Scope of Work that details specific deliverables and services that are due to Client under the provisions of this Agreement. Services and deliverables not detailed herein as "in-scope" are excluded from this Agreement. Client is however encouraged to inform Consultant about any additional needs; in the event that such needs can be accommodated by other/additional Features or Feature Extensions, Client will be invited by Consultant to confer on costs, implementation schedules, and other requirements.
At the issuance of this Agreement, the following Scope applies to deliverables and services that Client may expect from Consultant:
Ongoing Maintenance and Support (Care Plan) Deliverables (aka herein “Scope of Care”). Consultant shall provide Care Plan services and deliverables (as mutually agreed upon in advance by the parties hereto) to Client, as assigned by Client. Specifically, the Scope of Care covers deliverables and services that apply to maintenance support in the current live and public state of the project covered by this agreement, in accordance with common industry and professional standards as related to project performance, security, stability, maintainability, measurability, and manageability, and includes by default:
Client agrees that Consultant must limit Scope of Work to explicitly included services and deliverables in order to control costs while continuing to provide the services and deliverables defined herein at the highest possible quality. Therefore, the following exceptions, exclusions, and limitations apply unless applicable Features or Feature Extensions are purchased by Client:
Currency. All monetary terms herein refer to U.S. dollars. Consultant does not accept barter exchanges, bitcoin, or any other kind of cryptocurrency, multiparty checks, or payments in any currency other than U.S. dollar (regardless of form).
Payment Method. Fees quoted herein assume payment by ACH or credit card. If an alternative payment method is requested by Client (pending acceptance by Consultant), Consultant may add to payment amount(s) to cover additional time or fees involved.
Client agrees to submit project-related communications via approved channels only. Consultant agrees to provide to Client required access to approved channels by or before the beginning of the period covered by this Agreement, including non-emergency digital communication tools as well as 24/7/365 phone channel to be used for emergencies only. Client further agrees that:
Consultant creates and maintains solutions that require Client participation. In the event that either Client or Consultant is unable to meet expectations defined by the terms of this Agreement, contingencies are provided to address and remedy resultant shortfalls. The following remedial processes apply to this Agreement as defined in "Scope of Work" above:
Consultant provides ongoing care and maintenance to Client (specifically, to Client's project covered by this Agreement). Consultant does not provide any services on an ad-hoc basis outside of formal Care Plans, and therefore, encourages Client to prevent any interruption in service by failing to pay for Care Plan in a timely manner. In the event that Care Plan funding is interrupted, the following process is activated:
Consultant agrees to provide to Client service at a level that is measurable and specific, and to warrant this level of service against drops and deviations by crediting Client as appropriate if and when service levels fail to meet expectations as set forth in Consultant's public SLA (see https://ehven.com/sla/ for service thresholds and credit policies).
Client and Consultant both agree to respect the rights of all represented parties, including those not directly participating in the execution of this Agreement (such as Open Source software vendors, artists, and other producers whose work is included in deliverables, etc). This includes, but is not limited to, all of the following:
Consultant shall not disclose any aspect of Client project, operations, or workflows that may compromise the performance or security of the project described herein, or any other related or unrelated aspect of Client concerns. Consultant shall maintain all Client and project-related secrets in secure holding or destroy after approved usage.
Either party may, in connection with this Agreement, disclose to the other party information considered confidential and proprietary to the disclosing party (hereinafter “Confidential Information”). Confidential Information will include either party’s financial information, whether disclosed in tangible or intangible form; terms and pricing under this Agreement; and any other non-public information identified as confidential by the disclosing party at the time of disclosure, or which by its nature is normally considered confidential, such as information related to past, present, or future research, development, or business affairs, any proprietary products, materials or methodologies, or any other information which provides the disclosing party with a competitive advantage. The receiving party shall protect the disclosing party’s Confidential Information with the same degree of care that it regularly uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event with less than a reasonable degree of care. No rights or licenses under patents, trademarks, or copyrights are granted or implied by any disclosure of Confidential Information. This Section will survive the expiration or termination of this Agreement.
Obligations of confidentiality imposed by this Agreement shall not apply to any Confidential Information that: (1) is rightfully received from a third party without accompanying markings or disclosure restrictions, (2) is independently developed by staff of the receiving party who have not had access to such Confidential Information, (3) is or becomes publicly available through no wrongful act of the receiving party, (4) is already known by the receiving party as evidenced by documentation bearing a date prior to the date of disclosure, or (5) is approved for release in writing by an authorized representative of the disclosing party.
Client hereby acknowledges that the complexity and fluidity of modern technology projects inherently require that certain factors remain outside the control of Consultant. In all cases, Client shall not hold Consultant liable for any damages related to these issues. Client agrees that, if Consultant is asked to address any such issues, such requests constitute additional billable work (including labors that may not be executable within Consultant's standard operating environments) and, as such, will need to be negotiated with respect to scope, timing, and fees.
Consultant is retained by Client solely for the purposes and to the extent set forth in this Agreement, and Consultant’s relationship to Client shall during the term of this Agreement be that of an external vendor or independent contractor. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This Agreement does not create an association, joint venture, or partnership between the parties nor imposes any partnership liability upon either party. Consultant may engage, in addition to its own staff, subcontractors to provide all or part of the services set forth in “Scope of Work” and/or “Scope of Care”, above. The engagement of such subcontractors by Consultant does not relieve Consultant of its obligations under this Agreement. Consultant shall use its own working space, equipment, and tools.
Either Consultant or Client may assign its rights or may delegate its duties under this Agreement.
Consultant warrants that Consultant has the right to enter into this Agreement and further warrants that the services will be performed in a reasonable manner; and Consultant, while on Client’s premises, shall comply with Client’s security provisions or other policies and procedures made known to Consultant. Except as expressly set forth herein, Consultant disclaims all other warranties, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, usage in trade, prior dealings, quiet enjoyment, and title.
In no event shall Consultant be liable for any damages arising from the use of the work developed under the terms of this Agreement. THE SERVICES AND THE WORK PRODUCT OF CONSULTANT ARE SOLD “AS IS”;
CONSULTANT DOES NOT WARRANT THE SOFTWARE / PRODUCTS / SERVICES DESCRIBED HEREIN TO OPERATE ERROR-FREE OR FREE OF DEFECTS OR THAT DATA LOSS WILL NOT OCCUR. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CONSULTANT (INCLUDING ITS AGENTS) TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID TO THE CONSULTANT WITH RESPECT TO THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, CORRUPTED DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONSULTANT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Any action against Consultant must be brought within two (2) months after the events giving rise to the cause of action to occur.
Except for Client’s payment obligations to Consultant, neither party shall be deemed in breach of this Agreement for any failure or delay in performance caused by reason of fire, flood, earthquake, labor dispute, act of G-d, act of terrorism, foreign or public enemy, death, illness or epidemic or pandemic, or incapacity of Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Consultant’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Consultant shall, if able, give notice to Client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.
This contract is regarded as a living document that may change from time to time, especially as Consultant’s business practices, regulatory obligations, and other critical considerations change for any reason. As such, if Consultant intends to make a change to this contract, Consultant shall notify Client via email; Client must agree or disagree to the change, via email, within 30 days (one calendar month).
This Agreement may be terminated at any time by either party effective 30 days after written notice, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors, (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (30) days from receipt of notice of such breach, or (c) feels compelled to cite irreconcilable differences, especially as arising from improper conduct (defamatory, discriminatory, disrespectful, or threatening behavior that can be appropriately demonstrated in recorded communications).
In the event of termination, Consultant shall be compensated for the services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due apportioned by whole months, or (c) hourly fees ($120/hour) for work performed by Consultant or Consultant’s agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, together with any additional costs incurred through and up to, the date of cancellation.
In the event the Client would like working exports of existing work in the state at which the project exists upon termination, Consultant will provide full materials (including credentials and keys required to access and use said materials that will remain valid for 30 days from termination), in a single Exit Package for a one-time payment of $420. This labor and its associated cost are separate from and in addition to any other outstanding owings. Moreover, an Exit Package will not be prepared for Client until after all other outstanding fees have been paid in full.
Client acknowledges that in the event Client terminates Agreement and then requests service anew, Consultant is required to audit project with the same level of detail as any other project that transfers into Consultant's ecosystem. As such, Client will be charged all the usual audit fees and a new contract will be required. Consultant may elect, at Consultant's discretion, to waive select audit fees or charge for audits of lesser scope.
Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the confidential information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the services, shall survive.
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Pennsylvania without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. If Consultant is the prevailing party in any dispute resolved by binding arbitration or litigation, Consultant shall be entitled to recover attorneys’ fees and costs. Consultant’s maximum total liability remains as stated above under “Liability”. In all circumstances, the parties specifically consent to the local, state, and federal courts located in the state of Pennsylvania, County of Allegheny. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Consultant shall have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Consultant shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be omitted or changed and the remaining provisions of this Agreement shall remain in full force and effect and will be interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law.
The failure of either party to insist upon or enforce strict conformance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of such party’s right unless such waiver or relinquishment is explicitly made in writing, and shall not constitute any subsequent waiver or relinquishment.
In the event of a suit, enforcement, dispute, litigation, arbitration, mediation, tax audit, intellectual property rights prosecution, or other legal issues in which Consultant must be called upon to testify, advise, or be involved in any way with such issue, Client acknowledges and agrees to pay Consultant its applicable hourly rate ($120), plus reasonable expenses, applicable taxes, and fees.
All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.
The numbering, captions, and typographical formatting of the various sections are solely for convenience and reference only and will not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
This document constitutes the entire Agreement between the Consultant and the Client regarding this project and its associated Care Plan.
No prior or contemporaneous statements or writings may be considered in the interpretation of this Agreement.
This Agreement becomes effective only when signed by both parties. Both parties warrant that they have read and understood the terms set forth herein.
IN WITNESS THEREOF, the parties, intending to be legally bound, have executed this Agreement as of the date first above written. Each party warrants that the representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.
Leave this empty:
Your legal name
Your email address
Click on "Agree & Sign" to legally sign this document and agree to the WP E-Signature Terms of Use. If you have questions about the contents of this document, you can email the document owner.
Document Name: {{gravity-field-id-12}} - {{gravity-field-id-31}}
Click on "Agree & Sign" to legally sign this document and agree to the WP E-Signature Terms of Use.
Agree & Sign
