INVOICES AND PAYMENTS: Invoices for services rendered shall be emailed to the Client on a monthly basis and are due by the due date indicated on each invoice. Past due balances will incur a monthly finance charge of 1.5%. In addition, customer shall reimburse all costs and expenses for attorney's fees incurred in collecting any amounts past due. 3Fold IT can suspend services until payments are received if payments are not received by the due date. Suspension of service due to late payment does not waive 3Fold IT's right to full payment.
TERM AND CANCELLATION: All 3Fold IT managed services agreements are on a month-to-month term unless otherwise noted in writing. Either party can discontinue services and terminate this agreement by providing written notice of such termination to the other party by the 15th of the last month of service desired.
3Fold IT may cancel its services at any time if Client fails to make timely payments required herein. Client shall have a five (5) day grace period to cure any non-payment breach. If 3Fold IT cancels its services for nonpayment, Client shall be obligated to pay all monthly charges incurred through the date of cancellation.
LIMITED LIABILITY: Any dispute under this agreement shall be limited to the remedies made available within this agreement. Any dispute of charges must be made within 30 days of the invoice date for the invoice in which the disputed charges were invoiced. 3Fold IT’s liability is limited to the current month’s services.
GENERAL LIABILITIES: In the event we must respond to any legal process for the production of documents/ information we obtained or prepared during the course of this engagement, Client shall compensate us at our standard hourly rates plus costs incurred in connection with such response.
In the event that a claim is made against 3Fold IT by any third party as a direct or indirect result of any inaccurate or incomplete information provided by Client during the course of this engagement, Client shall defend, indemnify and hold 3Fold IT, LLC, its officers, employees, directors and agents (collectively “3Fold IT”) harmless as against such obligation, including payment of attorneys’ fees and defense costs.
Any litigation arising out of this engagement, except actions by us to enforce payment of invoices, must be filed within one month from the final invoice for services rendered under this engagement, notwithstanding any statutory provision to the contrary. In the event litigation is brought against 3Fold IT, Client agrees that any recovery by Client against 3Fold IT is limited to the amount of the fees charged by 3Fold IT and paid by Client pursuant to this agreement.
WARRANTIES: 3Fold IT hereby warrants that the services provided and any products or materials installed by 3Fold IT shall be performed or installed by 3Fold IT in a workmanlike manner, consistent with generally prevailing industry standards, and in compliance with the requirements of this agreement.
3Fold IT makes no warranties of any kind, expressed or implied on its own regarding the functionality of hardware or software, but instead relies on the warranties provided by the manufacturer of each such product.
Except as stated in this agreement, 3Fold IT does not make, and hereby disclaims, all express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement, interoperability, and title, and any warranties arising from a course of dealing, usage or trade practice. 3Fold IT does not warrant the work and service provided hereunder will be uninterrupted and/or error free. 3Fold IT does not make and hereby disclaims all express or implied warranties against loss of data, security breaches, third party interruption or interference with data or networks, and exposure or release of personally identifiable information, regardless of cause. All warranties provided herein are personal to, and intended solely for the benefit of client, and do not extend to any third party. Notwithstanding anything to the contrary herein, client acknowledges that 3Fold IT shall bear no responsibility for the performance, repair or warranty of any of client’s software, hardware products or services provided to client or by a third party, unless otherwise set forth herein.
MEDIATION: Any dispute related to this engagement or the parties’ business relationship, other than one resulting from Client’s nonpayment of invoices, shall be submitted in good faith to mediation prior to initiation of any litigation. The parties shall agree upon a mediator for the mediation. The costs of any mediation proceeding shall be shared equally by the participating parties.
CONFIDENTIALITY: The parties hereby acknowledge that 3Fold IT may gain access to the Client's confidential or proprietary information that has commercial value in its business. As used herein, “Confidential Information” means any and all proprietary business information of the disclosing party. 3Fold IT shall use at least the same degree of care to prevent disclosure to third parties of any of Client's confidential information as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. Public disclosure of the terms of this agreement by either party without the prior written consent of the other party is prohibited. This prohibition does not apply to information that is in the public domain at the time of disclosure. 3Fold IT may only disclose Client's confidential information if required by law or court order. This covenant of confidentiality shall survive the termination of this agreement for a period of two (2) years.
NON–SOLICITATION FOR EMPLOYMENT: Client (including its partners, associates, employees and agents) agrees not to solicit for hire, either as a consultant or employee, any individual known by Client to be a current employee of 3Fold IT or to have been an employee of 3Fold IT during the twelve (12) months preceding the date of this agreement. Due to the difficulty in determining damages associated with violation of this provision, the parties agree that should Client violate this provision, a fair and reasonable estimate of such damages is equal to two hundred percent (200%) of the greater of (A) the first twelve (12) month’s compensation promised to the 3Fold IT employee, or (B) the compensation paid by 3Fold IT to the employee for the twelve (12) months immediately preceding the termination of the employee’s employment with 3Fold IT.
INDEPENDENT CONTRACTORS: The parties expressly understand that Client and 3Fold IT are each separate independent contractors and that neither party by virtue of this agreement has authority to bind the other in contracts with third parties or to create any obligation for the other party with respect to third parties.
ENTIRE AGREEMENT: This Client Engagement Agreement is a contract and represents the entire agreement between the parties. The terms of this agreement supersede any prior agreements between the parties, and no brochure, marketing material, promise or other representation not included in this written agreement is part of the agreement. Any material change to this agreement is effective only in a writing signed by all of the parties.
ASSIGNMENT: The rights, duties, and obligations under this agreement are not assignable by either party without the express written consent of the other party, which may be withheld for any reason or no reason at all.
WAIVERS: No waiver of any provision hereof or any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof.
SEVERABILITY: If any term, covenant or condition of this agreement or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this agreement, or application of such term, covenant or condition to persons or circumstances other than to those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this agreement shall be valid and enforced to the fullest extent permitted by law.
FORCE MAJEURE: If the performance of any part of the terms of this engagement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
CHOICE OF LAW: This contract and any dispute between the parties shall be governed by Wisconsin law.
