General Terms & Conditions
Typographical Errors – Service Provider shall not be bound by or held responsible for typographical errors or omissions.
Force Majeure & Malicious Acts – This agreement is designed to cover the support needs of the Client during normal operating conditions. Service Provider shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.
Loaned/Rented Equipment – the Client agrees that any equipment utilized by Service Provider, in the execution of this or any service that is not explicitly purchased by the Client shall remain the property of Service Provider, and must be returned if requested. Client further agrees to cease the use of any technology that remains the property of Service Provider upon termination of this agreement.
Confidentiality – Neither party shall disclose any proprietary or confidential information obtained from the other unless so directed by a court of law or government authority. The Client agrees not to disclose rate(s), term(s), or any information regarding this Agreement without the prior written consent of Service Provider.
Hiring of Employees – the Client agrees not to hire or attempt to hire any employee, contractor, or former employee of the Service Provider during the term of this Agreement and for a period of two years after the term of this Agreement, as full-time or part-time employee, contractor, or any other such arrangement without the written consent of Service Provider. Client understands and agrees that Service Provider shall suffer such irreparable harm in such event that Client shall, if such breach should occur, immediately pay to Service Provider an amount equal to the employee’s annual compensation (including salary and expected bonuses) at the time of breach or at the time of termination, whichever is greater. The Service Provider will be entitled, in addition to all other remedies available to it, to injunctive and equitable relief to prevent a breach and to secure the enforcement of this Paragraph 5. Client further understands that injunctive relief may be granted on a finding that Client is or may be violating any provision of this Paragraph 5 immediately on the commencement of any such action without notice to Client, WHICH NOTICE CLIENT SPECIFICALLY WAIVES.
Authority – Client’s signatory represents and warrants that he or she has full corporate power and authority to execute this Agreement and to bind their company. Only individuals with title of Chief Executive or Chief Financial Officer or any person designated by either of those two individuals shall have power and authority to bind Client.
Contractor Status – The relationship of Service Provider to the Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that the Client shall not have, nor exercise, any control or direction over the manner or methods by which Service Provider provides services other than the right to require that the performance of such services be in accordance and consistent with the terms set forth in this agreement.
Exclusivity – Customer agrees that during the Term of this Agreement, Rausch, Inc. shall be client’s primary IT service provider.
General Health & Safety – Service Provider agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions which exist that have the potential to create a hazard.
Site Access – The Client will be responsible for obtaining proper and adequate permission for Service Provider to enter upon and operate within the lands and properties designated as the Client‘s work area. The Client grants Service Provider an easement in gross, to all real property owned by Client and its successors in interest for the term of this Agreement, to enter upon and use the real property for the purpose of carrying out Service Provider’s obligations under this Agreement.
Equipment & Facilities – the Client agrees that Service Provider may utilize certain items of the Client’s equipment and may gain access to certain Client facilities. The Client retains title and ownership in all of the Client’s equipment owned by the Client and utilized by Service Provider, and must grant authority for Service Provider to access the Client’s facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, the Client understands that Service Provider may be unable to perform their duties adequately and if such a situation should exist, Service Provider will be held harmless and the Client will remain bound under the terms of this Agreement.
Security Credentials – Client acknowledges that Service Provider must have access to any and all systems and resources to perform their duties under this agreement. As such, Service Provider must have access to any and all usernames, passwords, and other pertinent security credentials. If access to credentials is denied, the Client understands that Service Provider may be unable to perform their duties adequately and if such a situation should exist, Service Provider will be held harmless and the Client will remain bound under the terms of this Agreement.
Warranty – Service Provider warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.
Alternative Dispute Resolution – Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be submitted initially to informal dispute resolution, in which a representative from each party shall meet at a neutral location within thirty (30) days of dispute initiation in order to attempt to resolve the dispute in good faith. If no settlement can be reach, the dispute will be brought to joint mediation with in another thirty (30) days. If joint mediation results in an impasse, the dispute will be resolved and determined by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof.
Attorney Fees – If any dispute between the parties related to this Agreement, the enforcement of this Agreement, or the collection of any amounts due under this Agreement arises, then the prevailing party in any litigation arising from the dispute is entitled to recovery of all actual attorney fees, costs and expenses incurred, which shall include, but is not limited to all attorneys’ fees, costs, and expenses arising from any administrative, trial, or appellate proceeding.
No Third Party Beneficiary – All of the provisions of this Agreement are solely for the benefit of the parties hereto, and no provision contained within this Agreement shall inure to the benefit of any person or entity that is not a party to this Agreement, and no third party shall have any rights hereunder.
Invoicing Terms – All Invoices are due on receipt. Non Payment within thirty (30) days of receipt may result in revocation of services and/or late fee penalties: For invoices $200.00 or less, a late fee of $20 will be applied to the invoice total. For invoices greater than $200.00, a late fee of 10% of the invoice total will be enforced. If you have questions or would like to dispute an invoice please contact Rausch, Inc.’s Accounting Department: firstname.lastname@example.org
Non-Payment – Rausch, Inc. reserves the right to repossess any equipment on client’s premises which has not been paid in full, or potentially repossess equipment installed in lieu of another unpaid debt. The customer agrees to allow Rausch, Inc. and/or its agents access to the site in order to repossess said equipment.
Consequential and Incidental Damages – In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of services provided under this Agreement, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment or other costs.
Indemnification – The parties agree to indemnify, defend and hold one another harmless against any and all losses, claims, damages, liabilities, and expenses (but not to the extent of successful claims against one another), including any litigation arising from this contract or involving this contract’s subject matter, in connection with the indemnifying party’s failure of performance of its duties under this contract or a misrepresentation in this contract, without regard to whether or not a suit is filed in court. The indemnity, defense and hold harmless rights extend to the parties’ shareholders, officers, directors, partners, members, managers, agents and representatives.
Entire Agreement – This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. The Client and Service Provider agree that in the event any term, covenant or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted in the Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs.
Jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
General Terms & Conditions