Dominic Systems Terms and Conditions
Terms and conditions of engagement between Dominic Systems Limited
(Dominic) and _______________________________ (the client), as agreed on __________________.
1 General Terms and Conditions
1.1 Software
All software licenses are the sole responsibility of the client upon acceptance by Dominic of a Purchase Order from the client. Software licenses are non-returnable.
Dominic accepts no liability for damages or losses incurred directly or indirectly as a result of the use of any software provided by Dominic.
Any warranties or guarantees regarding software are the sole responsibility of the software manufacturer.
1.2 Services
Dominic will provide services including, but not limited to, advice, training, software development, software installation and configuration, and support. These services will be provided in good faith. The client may at any time request the cessation of service from Dominic and will have no further obligation to Dominic beyond payment for services already provided.
For services provided at the client’s site (or provided upon the client’s request at any site other than the Dominic office), there will be a per-visit Travel Charge of no less than one hour. For sites within the BC Lower Mainland, the Travel Charge shall be one hour. For sites outside the BC Lower Mainland, the Travel Charge will be agreed upon with the client in advance on a case by case basis, but shall in no case be less than one hour.
Each Dominic consultant will complete a timesheet at the end of each day which shall include a description of the work done and the billable time spent, including Travel Charge. These timesheets will be provided to the client as soon as is practical and may be presented in paper or electronic format. The client will have five business days after receipt of each timesheet to approve or reject the time billed. Any timesheet rejections must be brought to the attention of the Dominic Account Manager (or his/her designated substitute when he/she is unavailable). If no response is received from the client regarding a timesheet within five business days of submission to the client, the timesheet will be deemed to be approved.
2 Financial Terms
2.1 Software and Hardware
All software licenses purchased through Dominic must be paid for in full when the order is placed.
2.2 Services
Services are provided on a time and materials basis. Terms are strictly seven days from date of invoice unless agreed otherwise in writing.
3 Intellectual Property
Dominic retains all intellectual property rights to custom software developed for use by the client. Upon payment of invoices for services related to software development, the client is granted a restricted license to use and modify custom software developed on their behalf by Dominic except where such license would contravene other software or development licenses and/or agreement(s). The client is only licensed to use or modify such software for their own internal use in the furtherance of their normal business activities. The client is specifically prohibited from reselling, donating, or distributing, in whole or in part, any software developed by Dominic.
contravene other software or development licenses and/or agreement(s). The client is only licensed to use or modify such software for their own internal use in the furtherance of their normal business activities. The client is specifically prohibited from reselling, donating, or distributing, in whole or in part, any software developed by Dominic.
4 Non-solicitation of Staff or Contractors
Dominic and the client each warrant not to solicit, induce or influence each other’s staff and/or subcontractors to cease their employment or contractual relationship. This restriction shall remain in place as long as the client and Dominic continue to do business and for one year after completion of the last transaction between them.
In the event of a breach of this clause of the agreement, Dominic and the client agree to pay the damaged party a sum equivalent to 25% of the gross annual salary of the lost staff member or equivalent annual contract value of the contractor. This amount is due and payable within 30 days of the departure of the staff member or contractor.
Accepted on behalf of Dominic:
Accepted on behalf of the client:
Please initial each of the following items to indicate that you have read and acknowledged them.
____ I understand that this proposal is an estimate of effort needed based on previous experience to implement the solution described above and that actual billable hours may be more.
_____ I understand that estimated hours are provided as a guideline only.
_____ I understand that requests or changes to the proposal above, changes to the solution or additional work to that detailed above will be estimated and detailed in a change order for approval. AND that change order work will not be implemented until signed off and authorized.
_____ I understand that delays in response by the client to information requests may impact delivery deadlines and/or estimated hours resulting in additional hours consumed.
_____ I understand that I/our company will be invoiced weekly for work done in the previous week and that I have 10 working days to request clarification or dispute any work done.