Consulting Services Terms and Conditions
In addition to the professional services agreement (“PSA”) you have with Crestwood Associates LLC (“CA”), for hourly billed services only, since Project Management is crucial to the success of every Crestwood project, CA includes a dedicated Project Manager (“PM”), director and operations support manager. PM services can include: project communication, scheduling, coordination of resources, planning, conducting project status meetings, generating project status reports, issue escalation, and budget control, among other advisory efforts. Crestwood will summarize project management efforts as 20% of each invoice representing these activities. PM’s do not bill hours directly to the project but are responsible for all aspects of project management and associated deliverables.
Software Licensing Terms and Conditions
- General. All software and hardware, and any related maintenance, (collectively, “Items”) acquired by CA on your behalf are subject to the end user license and other terms provided by the manufacturer of such Items, and you agree to be bound by such terms and conditions.
- Delivery and Acceptance. All items shall be delivered FOB CA’s place of business, or the manufacturer’s place of business, as the case may be. You will bear all risk of loss with respect to such Items following delivery to the carrier. All Items will be considered accepted by you upon delivery to the carrier.
- Payment. Unless otherwise stated in the Payment Schedule below, the Payment terms are 100% of the purchase price upon order for software licenses and maintenance while hourly consulting services are invoiced weekly and due on receipt of the invoice. In either case, you will be responsible for all taxes (including sales taxes) imposed as a result of this agreement, excluding only U.S. taxes based on the net income of CA. Any amount not paid within fourteen (14) calendar days of the events or dates defined in the Payment Schedule may be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable on demand. CA only generates and issues actual invoices for the items in the payment schedule if you so request, as the generation of an invoice has no relevance to payment terms.
- ALL SALES ARE FINAL. CA will not have obligation to return or refund any payments related to any item acquired under this Agreement. This provision will not limit your rights or others you may have under an end user agreement, if any, between you and the manufacturers of such items.
- Warranty Disclaimer. Any warranty, if any, with respect to the Items will be as provided by the manufacturer. CA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF, ANY ITEM PROVIDED UNDER THIS ORDER. You hereby ACKNOWLEDGE THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZE AND AGREE THAT THIS PROVISION IS AN INTEGRAL PART OF CA’s PRICING AND AN IMPORTANT FACTOR IN ITS WILLINGNESS TO PROVIDE THE ITEMS UNDER THIS AGREEMENT.
- Security Interest and Default. Until CA receives full payment of the purchase price for all Items ordered under this EA, CA shall retain a security interest in such Items and may, at its option and without any further agreement or signature by Client, file evidence of such security interest Commercial Code. So long as CA retains a security interest in such items, you shall keep the items in good condition and free from any other liens or encumbrances. CA may avail itself to all of the remedies afforded to it by the Uniform Commercial Code for the breach of a contract for the sale of goods and for the enforcement of the security interest herein granted by Client to CA.
- Export Regulations. At your own expense, you will comply with any laws or regulations, including trade restrictions and embargoes, relating to the items and shall procure all licenses and pay all fees and other charges required thereby. You also will limit your actions to conform to, applicable laws and regulations regarding the use, licensing, import, export or report of the Items, including the regulations of the U.S. Department of Commerce and/or the U.S. State Department, to the extent applicable.
- Reimbursement of Expenses. Expenses incurred by CA related to this Engagement Agreement for travel, lodging, meals and other out-of-pocket expenses will be approved in advance of incurring such expenses and paid to CA per the payment terms defined in the related Professional Services Agreement between the parties.
9.1 All Services are assumed to be performed during normal business hours of Monday through Friday 8:00 AM Central Time – 5:00 PM Central Time and on non-national holidays. All worked performed outside of these times, will be billed at a premium of an additional 25% of the regular hourly rates for this Agreement as directed and agreed upon by.
9.2 Any Services required outside of the scope of this Agreement will require a CA change order or new EA.
9.3 Billing under this Agreement is on the basis shown at the top of the Project Definition. Services may be conducted at your business site or remotely.
9.4 CA will bill you weekly for hourly consulting services delivered in this Agreement the previous week along with expenses for travel fees (travel fees billed without markup). Invoices are payable within 30 days unless otherwise stipulated in this Agreement.
9.5 If software is licensed as a service, non-perpetual licensee, you agree software will not be duplicated, transferred or sub‐licensed. Further, any software licensed as non-perpetual that is loaded on your hardware will be removed at conclusion of the license agreement. Any lost or damaged software will be replaced by CA at no charge to you, and delivered to the hosting provider.