Services Terms and Conditions
These Services Terms and Conditions govern the provision of services provided by SVT to Client, pursuant to the order form executed by an authorized representative of Client and SVT, which incorporates by reference these Services Terms and Conditions (the “Order Form”) and any Statement of Work (as defined below). Capitalized terms used herein but not defined herein will have the meanings ascribed to such terms in the Order Form or Software License Terms and Conditions, as applicable.
(a) Services. SVT will perform the services described in the Order Form and in any statement(s) of work that reference, and are governed by, these Services Terms and Conditions and are signed by an authorized representative of each Party (the services, the “Services”, and each statement of work, a “Statement of Work”). In the event of a conflict between any term or condition of these Services Terms and Conditions and the Order Form or any Statement of Work, the applicable term or condition set forth in the Order Form or Statement of Work (as applicable) will govern.
(b) Budget and Schedule. To the extent SVT’s estimated budget and schedule for the completion of the Services is set forth in a Statement of Work, Client understands that such estimates are non-binding upon SVT and are subject to change from time to time. SVT will use commercially reasonable efforts to provide the Services in accordance with such budget and schedule. Client understands, however, that these Services are subject to substantial uncertainties and agrees that SVT will not be liable for any cost increases or delays that may occur.
(c) Project Changes. Client may, upon not less than ten (10) days’ prior written notice, request changes to the scope of the Services (“Project Changes”). SVT will notify Client within ten (10) days after receipt of any notice from Client if the requested Project Changes will cause an increase or decrease in the estimated work or time required for performing the Services. If SVT determines that additional work will be required to complete the Services as a result of unanticipated business requirements or technical issues, such circumstances will be deemed to be a Project Change. SVT and Client will confirm in writing the Project Changes and any changes in the estimated work or time required, but SVT will not be obligated to continue with the Services until such confirmation has been executed. Any cost estimate or pricing requested to be submitted by SVT for Project Changes will be effective for sixty (60) days after submission. Any additional work required as a result of the Project Changes will be billed and payable on a time and materials basis at SVT’s current rates, or for such other compensation as may be agreed to by the Parties in writing.
(a) Services Fee. Client will pay to SVT the services fees set forth in the Order Form and each Statement of Work, in accordance with the terms and conditions set forth therein and herein.
(b) Expenses. Client will reimburse SVT for all pre-approved travel and other out-of-pocket expenses, if any, incurred by SVT in connection with the performance of the Services.
(c) Payment Terms. Unless otherwise set forth in the applicable Statement of Work or Order Form, Client will pay each invoice within thirty (30) days of the date of such invoice. Client will be deemed to have agreed to pay any invoices that have not been objected in good faith within fourteen (14) days of receipt of such invoice. Client will pay all fees in U.S. Dollars.
(d) Taxes. Client will be responsible for the payment of all sales, use, personal property or other taxes arising from or relating to the services performed hereunder, other than taxes based on or measured by SVT’s net income. Client will pay such taxes directly or, if SVT pays or is required to pay any such taxes, Client will promptly reimburse SVT therefor.
(e) Finance Charge. Any payment not made when due hereunder will be subject to a finance charge in the amount of one and one-half percent (1.5%) for each month or part of a month that payment is overdue by thirty (30) or more days, but not greater than the highest rate of interest allowed by applicable law.
(f) Costs of Collection. In the event that SVT retains a collection agent or undertakes legal action to collect amounts not paid by Client when due under these Services Terms and Conditions, Client will reimburse SVT for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts.
3. Obligations of Client. Client understands that successful and timely completion of the Services depends on the full cooperation and support of Client and its personnel. Accordingly, Client agrees to provide SVT promptly with information requested by SVT regarding Client’s business requirements, systems and processes; access to knowledgeable personnel for purposes of consultation regarding business and information needs arising in connection with the performance of Services; and such additional information, facilities and support as may be specified in the Order Form or on the applicable Statement of Work. SVT will not be liable for any failures or delays in performance to the extent they are caused solely by Client’s failure to comply with the obligations set forth in this Section 3.
4. Client Materials.
(a) Ownership. Client and SVT agree that title to any equipment or other materials provided by Client in connection with the Services (the “Client Materials”) will remain with Client. If use of any portion of the Client Materials by SVT requires any licenses or other permissions, Client will obtain the same at Client’s cost.
(b) Return of Client Materials. SVT will use reasonable efforts to maintain and protect any equipment comprising part of the Client Materials and, when requested by Client, will return the equipment at Client’s cost to the equipment’s point of origin or to Client if the equipment is no longer required in connection with the Services.
5. Warranties and Liability.
(a) Warranty. SVT will perform the Services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES (AND IN THE CASE OF CLIENT, RELATING TO THE CLIENT MATERIALS), INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6. Term; Effect of Termination. These Services Terms and Conditions will commence on the Effective Date and will continue for the Term. Upon the expiration or earlier termination of this Agreement, all rights and obligations of the Parties under these Services Terms and Conditions and all Statements of Work will cease, except for the following: Sections 2, 4(b) and 6 of these Services Terms and Conditions will survive such expiration or earlier termination.