This Agreement is entered into by and between ___________________, hereafter referred to as “Customer,” and Home Synthesis, Inc., a Texas corporation, hereafter referred to as “HSI”.
Whereas, Customer desires to purchase hardware and/or software and/or services from HSI and HSI agrees to provide said hardware and/or software and/or services; and.
Whereas, Customer desires for HSI to perform for Customer various services, including the installation of computer software and apps, upon the terms and subject to the conditions set forth herein.
Now, therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For and in consideration of the mutual covenants and agreements set forth herein and services to be rendered hereunder, Customer agrees to pay to HSI, as set forth by the following fee schedule:
An hourly fee at the rate of $125 (also referred to herein as Standard Rate) per hour for Services as defined herein below; An hourly fee at the rate of $175 (also referred to herein as Principal Rate) per hour for Services as defined herein below; An hourly fee at the applicable Standard Rate or Advanced Rate x 1.5 per hour for all Services after Business Hours; An hourly fee at the applicable Standard Rate or Advanced Rate x 2.0 per hour for all Services on Holidays and weekends (Saturdays & Sundays);
Holidays are defined as New Year's Day, Memorial Day, Good Friday, Independence Day, Labor Day, Thanksgiving (Thursday and Friday) and Christmas Eve Day, Christmas Day. These days are subject to change depending on the days in which these holidays fall during any calendar year. Prior notice shall be given via customer portal and/or e-mail upon the determination and/or change of a holiday date.
This schedule is collectively referred to as "Services".
As used herein, Services shall be billed at a minimum of 15 minutes, and in 15 minute increments thereafter, whether performed onsite, remote, or both and shall also include time incurred travelling to and from Customer's location where applicable.
As used herein, Standard Rate shall apply to any time where a member of our technical team has been engaged or involved in the supporting of items, tasks, or processes that include but are not limited to:
Hardware, software, and/or services which comprise a local area, wide area, mobile and/or wireless network.
Network administration, monitoring, and/or management
Specific issue resolution
As used herein, Principal Rate shall apply to any time where a member of our consulting team has been engaged or involved in the discussion, consulting, analysis, strategizing, architecting, engineering, and/or development of processes, that include but are not limited to:
Local area, wide area, mobile, and/or wireless networks.
System design, planning, diagrams, workflows, documentation.
As used herein, Business Hours are defined as 8:00am to 5:00 pm Monday through Friday, Central Time.
Customer understands and acknowledges that pre-arranged appointment times, whether onsite or remote, support or consulting, that are cancelled with less than 24 hours’ notice or outright missed, may be subject to a cancellation fee equivalent to one (1) hour at the rate level that corresponds to the appointment type.
Upon acceptance of any given quote, proposal, and/or statement of work, 10% of all labor charges and the total of all hardware and software costs are due. The balance is due upon delivery and/or completion of proposed hardware and/or software and/or services.
Additional customer provided hardware and/or software and/or services, can be installed or addressed, however, unless specifically indicated on the quote, proposal, and/or statement of work, installation of customer provided hardware and/or software and/or services is not included as part of said proposal and shall be chargeable to Customer at the above referenced rates.
Although HSI will undertake to perform in accordance with Customer’s requests, HSI does not guarantee any particular result and Customer acknowledges and agrees that HSI shall not be liable to Customer for any claims or damages in the event that, after reasonable efforts, HSI is unable to achieve the result requested by Customer.
Title to any listed hardware and/or software herein being purchased is retained by HSI until complete and full payment of all outstanding invoice(s) is paid for by Customer, regardless of whether Customer has paid a specific invoice which may itemize a specific item of hardware and/or software. Once all of Customer’s invoices have been paid to HSI, title shall pass to the Customer. Further, Customer grants HSI authorization to enter upon its premises for removal of any listed hardware and/or software for any unpaid invoice(s). While Customer acknowledges that HSI has no obligation to accept return of any said listed hardware and/or software, in the event HSI accepts return or repossesses any listed hardware and/or software, Customer will remain liable to HSI for 50% of the original purchase price of said listed hardware and/or software as a restocking charge.
Invoices not paid within 30 days of delivery and/or completion of hardware and/or software and/or services (whichever shall first occur) shall accrue interest at the rate of 18% per annum. Invoices not paid within 45 days will result in suspension of all services to Customer.
Customer understands and acknowledges that most, if not all, software products are protected by various copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Additionally, most, if not all, software products are licensed and not sold. Further most, if not all, software products require the end user to agree to a license agreement with the software vendor. Included within many such license agreements are restrictions on the use of the software and the requirement of a license for each computer for which the software is installed.
Proper licensing of customer-provided software is Customer's responsibility. Customer understands and acknowledges that for any software which Customer provides to HSI and requests HSI to install, that it is the Customer’s sole responsibility to insure that Customer has a valid license for each computer on which the software is installed, in the event said license is a requirement of a licensing agreement with a vendor. Additionally, it is the Customer’s sole responsibility to adhere to various copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and any other terms required under any licensing agreement with software vendors and not the responsibility of HSI.
Notwithstanding anything to the contrary contained herein, Customer acknowledges and agrees that all information, including but not limited to plans, site surveys, roadmaps, business intelligence, and any disclosed or observed processes, whether presented in person, electronically, in printed form or any other way by HSI, (hereinafter “HSI’s Work”) is considered confidential and the intellectual property of HSI. No part of the HSI‘s Work may be utilized, duplicated, implemented, incorporated, reproduced or transmitted in any form by any means by the Customer without purchase from HSI or the express written permission of HSI. HSI shall be entitled to avail itself of any remedies available to HSI at law or in equity.
In the event that HSI is at any time named or joined as party in any suit or other action arising out of the use of computer software by Customer, then Customer hereby agrees to further indemnify and hold harmless HSI from all liability, costs and expenses, losses and damages, demands, claims and judgments, including, without limitation, payment of attorneys’ fees, with respect to such suit or other action and HSI shall have no obligation or liability therefore. The only exception from this indemnification is software purchased from HSI and used as directed by HSI.
Customer agrees to defend, indemnify and save HSI harmless from and against any and all claims, demands, actions, lawsuits, penalties, losses, damages, costs, liabilities and expenses (including, but not limited to, attorneys’ fees and costs of suit) of whatever kind or character, on account of any actual or alleged loss, injury or damage to any person, firm or corporation or to any property, or arising out of or in connection with the actions of the Customer and/or Customer’s employees, agents or invitees.
HSI hereby expressly disclaims all warranties either expressed or implied and further disclaims any warranty of merchantability or fitness for a particular purpose. Customer acknowledges that HSI shall not be obligated to Customer for any damages, including, but not limited to, special, incidental or consequential damages arising out of or in connection with any hardware and/or software and/or services purchased by Customer or for any damages whatsoever resulting from loss of use, data or profits, arising out of or in connection with any hardware and/or software and/or services performed by HSI, whether in a contract or tort action including negligence even if HSI has been advised by Customer of the possibility of such damages. This disclaimer by HSI in no way affects the Customer’s rights under the term of a manufacturer’s warranty, if any.
Further, HSI shall not be liable to Customer for any damages, including but not limited to, damages resulting from viruses, acts of god, including, electrical surges or spikes, defective software, software installed by any person or firm, failures caused by Customer’s employees, agents, invitees, defective equipment or other faults or failures, including, but not limited to, loss of data, man hours, equipment failure or other special, incidental and/or consequential damages arising through fault or failure. Any repairs for said damages shall be chargeable to Customer.
HSI and Customer each agree that they will not directly or indirectly encourage any employee of the other company to leave his or her employment with the other company. Further, HSI and Customer both agree that they will not hire or cause to be hired or employed, or establish a business with, any person who was employed by the other company during the two (2) year period prior to the termination of this Agreement. The clauses in this paragraph will remain in effect for two (2) years following termination of this Agreement.
If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to 15% of the amount due as attorney’s fees, plus costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Customer hereby acknowledges receipt of a true and correct copy of this writing and that this Agreement shall be construed in accordance with the laws of the State of Texas. The parties hereby consent to the jurisdiction of the State Court of Harris County for enforcement of this Agreement.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
This Agreement contains the sole and entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior discussions and agreements between the parties with respect to the subject matter of this Agreement. No alteration or modification of this Agreement shall be binding unless agreed to in writing by the parties. This Agreement shall be binding on and inure to the benefit of the heirs, successors, administrators, executors and assigns of the parties hereto.
The parties executing this Agreement on behalf of the parties represents that he/she is authorized to and has the capacity to execute this Agreement on behalf of the respective parties.