Deposit
Upon the execution of this Proposal, Client will pay Midshore Technology Services LLC. an amount equal to 100 percent of the estimated nonrecurring product and 50 percent of nonrecurring services stated herein as a deposit for product to be purchased and one-time services to be rendered.
Billing Information and Payment Terms
For Services: Phased fixed-fee engagements not completed within a calendar month will be billed an appropriate percentage of the total agreed-upon price immediately after completion of each phase. For all other engagements, Midshore Technology Services LLC. will, for consulting services, invoice, less any deposited monies, on a monthly basis or at the completion of a project, whichever occurs first. Remote support services will be billed monthly. Any and all applicable state and local sales and/or use taxes are the responsibility of Client. All invoices are payable within fifteen (15) calendar days of the invoice date.
For Product: Midshore Technology Services LLC. will invoice the amount quoted, less any deposited monies, plus the cost of freight upon shipment of product to the Client’s site. Any and all applicable state and local sales and/or use taxes are the responsibility of Client. All invoices are due on receipt of the invoice. For Subscription Services: Midshore Technology Services LLC. Will invoice the amount quoted on a monthly, recurring basis on the 1st of each month. All applicable state and local sales and/or use taxes are the responsibility of Client. All invoices are due on receipt of the invoice.
Subscriptions may be canceled at any time. Client agrees to provide 30-days’ notice of intent to cancel, change, update, or otherwise alter subscription. The final invoice for subscription services will be provided on the 1 st of the following month after cancellation notice is received.
Reserved Rights
The terms of this Proposal (including pricing) are valid for thirty (30) calendar days from the date of this Proposal.
Taxes, shipping, handling and other fees may apply. Midshore Technology Services LLC. reserves the right to cancel orders arising from pricing or other errors.
Proprietary Notice
This Proposal contains confidential information of Midshore Technology Services LLC. In consideration of the receipt of this document, Client agrees not to reproduce or make this Proposal or the information contained in this Proposal available in any manner to persons outside the group directly responsible for evaluation of its contents.
Additional Services
If Client requests that Midshore Technology Services LLC. perform services different from, or in addition to, the services described in this Proposal, and if Midshore Technology Services LLC. agrees to provide such different or additional services, then such different or additional services will be considered “Additional Services.”
Prior to performing Additional Services:
1. Midshore Technology Services LLC. will quote to the Client the charges for such Additional Services; and
2. If Client agrees to have Midshore Technology Services LLC. perform such Additional Services, Midshore Technology Services LLC. and Client will prepare and sign either: (a) a Change Authorization to this Proposal, or (b) a new Proposal for such Additional Services.
General Indemnity
Each Party (“Indemnitor”) shall, to the extent permitted by law, indemnify, defend and hold harmless the other Party (“Indemnitee”) from and against any and all third party (but including employees of the Parties) liabilities, claims, actions, losses and costs arising out of this Agreement, including: personal injury; death; or damage to property or the environment, to the extent caused or arising out of the negligence, willful misconduct, or violation of law of the Indemnitor or any permitted subcontractor of the Indemnitor. Further, in the event the Parties are jointly at fault or negligent, they agree to indemnify each other in proportion to their relative fault or negligence. The liabilities, losses and costs covered hereunder include settlements, judgments, court costs, reasonable attorneys’ fees, fines, penalties and other litigation expenses.
Limitation of Liability
Other than in respect of its liability for death, personal injury, damage to tangible property, claims for breach of third party intellectual rights or breach of privacy laws, Midshore Technology Services LLC.’ s aggregate liability, whether arising from breach of contract, negligence or any other tort, breach of warranty under and indemnity or statute, in equity or otherwise is limited to an amount equal to one month’s Service Charges paid by the Client at the date such liability is proven to have arisen.
Midshore Technology Services LLC. has no liability to the Client for any incidental, indirect, special or consequential loss or damage, or for loss of or corruption of data, security or privacy breach, loss of use, revenues, profits, goodwill, bargain, opportunities or anticipated savings, whether arising from breach of contract, negligence or any other tort, in equity or aware of the possibility of such loss or damage.
To the fullest extent permitted by law, the parties agree to exclude all express or implied warranties, representations, statements, terms and conditions relating to Midshore Technology Services LLC. or the provision of the Services under these terms, not expressly set out in these terms, are excluded from the agreement between the parties.
Notice to Proceed
THE PARTIES ACKNOWLEDGE THEY HAVE READ THIS PROPOSAL, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THIS PROPOSAL, INCLUDING ITS ATTACHMENT(S), IF ANY, ANY CHANGE AUTHORIZATION(S), AND ANY AGREEMENT REFERENCED HEREIN, CONSTITUTES THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ROPOSAL AND SUPERSEDES ALL ORAL OR WRITTEN PROPOSALS, NEGOTIATIONS, CONVERSATIONS, AND OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS PROPOSAL.
Midshore Technology Services LLC. and the client hereby represent and warrant to each other that the individual executing this Proposal is duly authorized to execute and deliver this proposal on its behalf.
This Proposal may be signed in one or more counterparts, each of which shall be considered an original, but all of which together form one and the same instrument. Once any required signatures are obtained, any reproduction of this proposal made by reliable means (for example, photocopy or facsimile) is considered an original, unless prohibited by local law; provided, however, this shall not preclude either party from requiring the exchange of original signatures.
IN WITNESS WHEREOF, Midshore Technology Services LLC. and the client have duly executed this proposal as of the date this proposal is signed.
