Terms and Conditions
In these service terms, SMR means SMR Consulting, Inc., and Client means SMR’s client.
Payment for Services – Payment for monthly services is due on the first of the month, in advance. Payment for non-recurring services, and services beyond the scope of contracted services, is due within ten days from invoice date.
Payment for Hardware – Client will pay SMR in full for items purchased by SMR on behalf of Client before SMR orders these items.
Payment for Expenses – SMR will bill Client for actual and reasonable out-of-pocket expenses incurred including travel, parking, and other reasonable expenses. No such expenses above $250 will be incurred without Client’s advance email or written approval.
Late Payments – Invoices over thirty days old will be subject to an additional surcharge of 1.5% per month, or such lesser maximum amount as may be permitted by applicable law. Overdue invoices must be paid before work can continue. SMR shall have no liability for discontinuing work for Client if SMR has rendered an invoice any part of which remains outstanding and unpaid more than sixty days from its date of issuance.
ACH Authorization – By providing to SMR Client’s bank name, bank routing number, and bank account number, including by tendering a payment with this information, Client authorizes SMR to initiate payment by ACH transfer until such time as Client notifies SMR in writing to cancel ACH payments in such time to allow both SMR and the receiving financial institution a reasonable opportunity to act on it.
Taxes – When required by law, SMR will collect from Client and pay to the appropriate taxing authorities any relevant sales or other taxes for any goods or services delivered to Client by SMR.
Changes within the scope of services described in SMR’s proposal shall be made only in writing executed by authorized representatives of both parties. SMR shall have no obligation to commence work in connection with any change until the parties agree in writing upon the fee and the scheduling impact of such changes.
Confidentiality – SMR agrees that any information received by SMR during SMR’s association with Client which concerns the personal, financial, or other affairs of Client will be treated by SMR in full confidence and will not be revealed to any third parties.
Licenses – Client warrants that it has valid, legal software licenses (including multi-user or network licenses) for all software in use by Client. Client will provide licensing information to SMR upon request, will indemnify SMR against breach of this warranty, and if in SMR’s judgment it is necessary to upgrade software or hardware to perform tasks for Client, after consultation with Client and agreement by Client of the upgrade plan, Client shall bear the cost of such upgrade.
Non-solicitation – SMR performs consulting services for a wide variety of businesses, organizations and individuals. Client will not attempt to prevent or restrain SMR from providing services, programs, goods, systems or work product to any other businesses, organizations or individuals. Client also will not solicit, employ or engage any principal, employee, agent and/or independent contractor of SMR of during the service term and for one year following the earlier of the end of the service term or when any such individual stops providing services on behalf of SMR.
Resale/Reimbursement of Hardware and Software – When requested by Client, SMR may resell hardware, software, and computer supplies to Client. All items sold to Client will be covered solely by the manufacturer’s original warranty, or reseller’s warranty if any.
Length of Service Term – Unless otherwise specified in SMR’s written proposal to Client, the initial term of service is one year from the date that Client signs or e-signs the acceptance portion of the proposal. At the end of the initial term, the term of service will automatically renew on a yearly basis, unless either Client or SMR, not less than thirty days before the end of such term, notifies the other party in writing that the service term will not be renewed.
Warranty – SMR warrants that its services will be performed in a workmanlike manner. However, SMR does not guarantee success.
Termination – Within ten days after the termination of the service term, Client shall pay all fees and expenses accruing during the service term. All obligations of ownership, confidentiality, indemnity, non-solicitation, and all provisions after this paragraph shall survive any termination of service.
Warranty Disclaimer – EXCEPT AS SET FORTH IN THE WARRANTY PARAGRAPH ABOVE, SMR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES RENDERED BY ITS PERSONNEL OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. IN NO EVENT SHALL SMR BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, OR FOR ACTS OF NEGLIGENCE THAT ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Limitations – SMR’s total liability for damages or any claim brought by Client, regardless of the form of action (whether under contract or tort, or otherwise), shall not exceed the total amount paid by Client to SMR during the three months immediately preceding such claim.
Disputes – These terms and our commercial relationship is governed by Massachusetts law, without giving effect to principles of conflicts of laws. Any disputes relating to these terms and our commercial relationship will be resolved exclusively in federal or state courts in Boston, Massachusetts.
Publicity – Only with advance notice and permission, SMR may use Client’s name on its marketing and public relations materials including SMR’s web site, and offer Client’s contact information as a reference for future clients.
Assignment – Client may not assign or transfer its rights or obligations relating to SMR, whether by change of control or otherwise.
No Third Party Beneficiaries – Nothing in these terms or our commercial relationship is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature under or by reason of these terms or otherwise.
Force Majeure – Neither SMR nor Client shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these service terms, to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control.
Entire Agreement – SMR’s proposal, and these service terms, constitute the entire agreement between SMR and Client, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.