Each time a client signs a proposal document which has been provided by Red Cliff Labs, they are entering into an official Client Relationship Agreement regarding the expectations and work to be performed. The pricing, timeframes, scope of work, and allowances listed on that signed proposal document constitute the AGREEMENT referred to hereafter.
The Terms and Conditions listed here are also components of the official AGREEMENT.
The paying customer will hereafter be referred to as “Client” and the owner Carson Young of Red Cliff Labs will hereafter be referred to as “Contractor”. The Client and the Contractor agree as follows:
Throughout any agreed project time period, the Contractor and Client shall each designate a principal contact person who shall act as a liaison between them, and who shall have sufficient authority to grant or communicate the granting of all necessary approvals.
The Agreement assumes that Client will provide necessary access to the software tools and accompanying credentials to the extent required for the purposes of this project as well as making future suitable adjustments and improvements as recommended by the Contractor. The effort, schedule, and price estimates, assume that the client will provide quick content definition, turnaround for approvals/sign-off, acceptance, reviews, and clarifications required at various stages. Unforeseen delays in obtaining these may result in a review of effort, schedule, and price estimates.
Out of Scope
Work not detailed and agreed upon within the official proposal document will be considered ‘out of scope’ and will have to be quoted for separately upon a written request from the client.
The Contractor cannot guarantee or be responsible for reaching defined objectives which are dependent upon the commitment and compliance of the Client and Client employees. The Contractor will, however, use its best efforts to achieve the defined objectives and work collaboratively with the client to understand and utilize the project deliverables in a manner that the Contractor believes will help reach the desired objectives. The Contractor cannot be held liable for any failure of the Client to learn and utilize the tools provided within the timeframe of this project.
“Podio” is a registered trademark of Citrix Systems Inc.
The Contractor claims no ownership or control over performance of third party systems and trademarks.
Waiver of Responsibility on Integrated Systems
The Contractor can and will configure, test, and troubleshoot third party integrations as agreed upon in the Agreement. The Contractor however can take no responsibility or guarantee on all data coming across perfectly to Podio or other integrated tools. The Contractor does not regularly monitor The Client’s systems to confirm new data entry formatting. There is a potential that third party systems may make changes on their various tools which may cause unforeseen integration problems. It is The Client’s responsibility to recognize such situations and contact the Contractor for a new service proposal to make any necessary adjustments.
The Agreement is strictly confidential. No part of the Agreement will be disclosed by Client to any unauthorized person without prior consent of the Contractor. Similarly, the Contractor will treat in strict confidence all information received.
Client acknowledges that it shall not solicit for hire any current employee of the Contractor for the purpose of hiring that employee to work for Client as an employee, consultant, independent contractor, or in any other arrangement for compensation, without the prior consent of the Contractor.
Client acknowledges that the Contractor is providing services on a non-exclusive basis and that it may provide services of the same or similar nature to any other party, including parties who may directly compete with Client.
Payments are due immediately on receipt of invoice unless otherwise indicated. Payments are to be made via a wire transfer (sender’s bank fees to be payable by the client), credit card or business check. Should Client fail to remit payment of invoice, the Contractor shall provide a written notice of non-payment. Client shall have ten (10) days from the date of the notice to cure default for non-payment. Client understands that, in the event that there is a failure to cure non-payment of an invoice, or if there are any declines or charge backs, the Contractor will have no other alternative but to suspend all services, cancel the Agreement, and accelerate the maturity of all payments due and owing under the entire term of the Agreement. Further, in the event that the Contractor provided Client any discounts under the Agreement, Client must pay the Contractor the non-discounted, contractual rate of any fees for the remainder of the term and any fees incurred by the Contractor in anticipation of providing services under the Agreement, including but not limited to third party vendor fees and subscriptions.
Accelerating payments is not a penalty but is honoring the benefit of the bargain of both parties expectations.
To mail payments, please make checks payable to Red Cliff Labs and mail to 1979 Lava Flow Drive, St George, UT 84770. To prevent any interruption to service, we recommend keeping the credit card number on a file as backup.
Third Party Services
The Contractor has the right to utilize proprietary and third party software, technology, vendors, programs, web services, and other web-related tools in performing the services under the Agreement. In the event that the Contractor does exercise this right, Client shall not be charged any additional fees for any such third party services, unless such work is beyond the scope of the initial services. Third party companies are not and shall not be employees of the Client and the Contractor shall be wholly responsible for the professional performance of the services by the third party companies such that the results are satisfactory to the client. In no event shall the Contractor, its employees or contractors, be held liable for any act or omission by a third party, whose products or services are used in connection with the services of the Contractor. Neither shall the Contractor be held liable for any damages arising from third party use of its services. Both parties agree to a 30-day cure period for any question that arises regarding the performance of services indicated in the scope of this Agreement.
The Agreement’s term (“Original Term”) shall be indicated by the option or development package selected within the Agreement and will begin upon signing. After the Original Term, (“Additional Term”) as listed in the Agreement, additional support services shall be available for the Client to choose to renew at the stated rate for service and support. If you choose to terminate the Agreement, a written notice must be received by the Contractor 30 days prior to the end of term.
Once a project has been initiated, as indicated by the approval of the Agreement, (due to respect for other clients scheduled on the project development calendar) the Contractor cannot guarantee an accommodation to pause or postpone the services being provided.
Termination or Cancellation
Upon termination or cancellation of this Agreement, the Contractor shall be entitled to retain all payments rendered under this Agreement for any services provided, or in anticipation of services provided. Termination or cancellation of this Agreement by the Client without cause shall not terminate or cancel any payment obligations of Client under this Agreement; Client understands and agrees that it is obligated to pay the Contractor the fees for the entire term of the Agreement.
Termination without Cause
Client may terminate this Agreement for convenience by providing a 60 days (60) advance written notice of termination to the Contractor. In the event of such termination, Client acknowledges and agrees to pay the Contractor the full amount of any fees for the remainder of the term, and also any fees incurred by the Contractor in anticipation of providing services under the Agreement, including but not limited to third party vendor fees and subscriptions. In the event that the Contractor had provided Client certain discounts under the Agreement, and that Client terminates the Agreement without cause, Client must pay the Contractor the non-discounted, contractual rate of any such services for the remainder of the term, and also any fees incurred by the Contractor in anticipation of providing services under the Agreement, including but not limited to third party vendor fees and subscriptions.
Right to Cure
Except for the terms relating to payments which are described above, if a party violates its obligations under this Agreement, the other party may initiate the cancelation of this Agreement for cause by sending a written notice of cancellation to the other party describing with specificity the noncompliance under the terms of the Agreement. Upon receipt of the notice, the non-complying party shall have thirty (30) days to cure. If there is no cure within thirty (30) days, the party providing cancellation notice shall have the right to cancel this Agreement with cause. In the event that it is the Client who has failed to cure the noncompliance, Client acknowledges and agrees that it must pay all fees for the remainder of the term of this Agreement and that such fees are accelerated. In the event that it is the Contractor who has failed to cure the noncompliance, the Contractor acknowledges and agrees that Client will no longer be obligated to make any further payments or obligations for the remainder of the term, at which time the Contractor will no longer be responsible for any services or fees once the thirty (30) day cure time period has elapsed.
Discounted rates will only be applicable if expressly defined in the signed proposal and if all qualifying criteria is met by the client.
The Contractor reserves the right to impose a reconnection fee of $50.00 in the event that Client has suspended the Contractor’s services, and thereafter requests access to services.
The Contractor will add interest to any balance due over 30 days at the rate of 10% per year.
In the event an account is submitted to a third-party collections service, a $15.00 processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the account.
If a client initiates a chargeback, the Contractor may assess a $50.00 processing fee for each individual chargeback.
During the term of this Agreement, the Contractor is granted the right, license, and authority to use Client’s trademarks, trade names and symbols (“Client Marks”); provided, however, that the Contractor does not alter, modify or change the Client Marks. Such right, license and authority are expressly limited to uses by the Contractor necessary or appropriate in connection with the performance of the Contractor’ obligations under this Agreement. the Contractor will not reproduce any Client Marks unless the use of the Client Marks clearly and accurately identifies Client as the owner. The Contractor hereby acknowledges and recognizes Client’s claim to exclusive ownership of Client Marks and the renown of Client Marks worldwide. The Contractor agrees not to take any action inconsistent with or that negatively affects Client’s ownership of the Client Marks. The Contractor recognizes and acknowledges Client’s claim of the great value of the goodwill associated with the Client Marks. The Contractor will discontinue using any Client Marks immediately upon expiration or earlier termination of this Agreement.
No Other Terms Outside this Agreement
This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements or understandings, whether written or oral, as well as all prior dealings of concerned parties with respect to the subject matter thereof. Further, there are no other terms and conditions other than those contained herein. This Agreement may be modified either by an electronic or written instrument signature by both parties.
Consulting, Design or Development Hours
Any given hours per month to the client will not be rolled over or accumulative unless specified otherwise. These hours include consulting, design and development.
Venue, Choice of Law and Waiver of Jury Trial
The state courts of Washington County, Utah (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Utah) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and any dispute arising between the parties, including, but not limited to, all tort or contract claims, whether independent or collateral to this Agreement. Client hereby consents to the jurisdiction of such courts. Further, should such dispute arise, the parties hereby agree to waive any right to a jury trial and to have such dispute resolved by a judge trial.
In the event of any legal proceeding or dispute brought by one party against the other, the prevailing party shall be entitled to recover its legal expenses, including, but not limited to, court costs and reasonable attorney’s fees and costs.
The Contractor shall not be held liable for any failure to perform its obligations under this Agreement or any failure of the Client’s work management system because of circumstances beyond its control, which circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, rejection of domain name, transportation delays, power failure, computer failure, failure of the client’s computer system, the Contractor’ system, reasonable downtime for routine maintenance, network problems, telecommunications failure, failure of users to cooperate with the reasonable requests of the Contractor, misuse of the client’s website by users or a third party, and user’s breach of their obligations.