These terms apply to any agreement between a customer (hereafter purchaser) and Haack’s Networking (hereafter supplier).
Any purchasers who engage in business with the supplier hereby agree to the following terms of service (hereafter TOS) stated in this document. It shall be noted that these TOS are linked on every invoice and in the signature of every estimate and/or correspondence sent by the supplier. It is the purchaser’s responsibility to be familiar with the TOS, including any updates/changes that may occur as the supplier/purchaser relationship matures.
When engaging in business, the supplier will provide the purchaser with a project estimate of labor and hourly costs, including details and contingencies. When the purchaser agrees to continue with the project, then they have accepted the estimate itself and any additional details and contingencies specified in the project estimate, including any secondary changes that arise from the contingencies in the estimate and/or from new findings that occur within the course of normal business work that risk the integrity of the project. All projects are comprised of both the steps taken and the outcome.
Charges and Payment
- The supplier works for hourly wages at $115 / hour except if/when the supplier explicitly specifies a particular task shall be given a fixed cost and/or if the supplier decides a different hourly rate is appropriate.
- The costs for hardware the supplier resells or builds are are not included in the hourly wage. Hardware costs include the original cost of the item and a minimum of 20% markup for gross receipts taxes and/or ordering time spent. Some hardware requires curating and those costs are part of the hourly wages, not the hardware costs.
- For larger projects that extend beyond a day or two, the purchaser shall pay half of the total estimate in advance no later than 96 hours before work commences. Commencement of work shall be specified in the estimate and includes research, purchasing and/or installation of software/hardware, labor, or any other tasks germane to accomplishing the outcome.
- Payment on invoices are due 14 calendar days from the date the invoice was emailed to the purchaser.
- If/when the purchaser is late on paying an invoice, the supplier shall:
- Charge 20% interest per month on the balance due until such a time as the invoice is paid in full.
- Consider legal action if the delay in payment lasts longer than a year. The purchaser, by agreeing to these TOS, hereby agrees to any and all legal costs accrued during the course of said legal action.
- Confidential Information includes all business, personal, strategic and technical information or data, in any form whatsoever, whether disclosed verbally, or by any other means between both the supplier and the purchaser. The supplier shall keep all such information private and will not disclose any information to any third party except with written consent of the purchaser. The purchaser also agrees to keep all such information private and will not disclose any information to any third party except with written consent of the supplier.
- The supplier retains invoices, business records, and confidential information for any and all work conducted for purchasers, whether those purchasers be former/current clients, for a period of 5 years past the date of the estimate and project.
- When the supplier conducts project estimates for the purchaser that involve the exchange of intellectual property, the supplier and purchaser both agree that neither party shall:
- The purchaser agrees that the copyright in all source code, software, information, documentation and techniques (hereafter called stack) developed to deliver the project are held and retained by the supplier. The purchaser is only granted a limited license to the project in and of itself as was specified explicitly in the estimate, and that license does not usurp the copyright of the supplier’s stack.
- The purchaser grants the supplier license to reproduce graphical representations of the project such as but not limited to portfolios, blogs, social media, etc., for the purpose of the supplier advertising and demonstrating their capabilities to future purchasers. Any such reproductions may not, however, violate the confidentiality clauses above.
- The supplier agrees to grant the purchaser limited license to reproduce its logo, company name, and/or any other information pertaining to the supplier’s business and project outcome – whether trademarked or otherwise – solely for the purposes of the purchaser to conduct advertising and demonstration of their capabilities so long as attribution to the supplier is provided.
Amendments to the estimate
- Unless the supplier is exercising the right to refuse service for estimates or projects stated above, then the supplier shall provide written notification to the purchaser if they desire to amend the estimate below and/or beyond the contingencies it allowed for.
- If the purchaser wishes to amend the estimate, they must provide written notification to the supplier requesting that a new estimate be made. The supplier will consider the request, but reserves the right to refuse the request and/or to cease work on the estimate and project henceforward at their discretion.
- All conditions, guarantees and warranties expressed or implied by State statute, Federal law, common law, or otherwise, are excluded to the maximum extent permitted by law.
- If the project outcome is demonstrated to be defective in writing within one week to the supplier, and the reason for defectiveness is because of the supplier’s craftsmanship, then the supplier shall repair or replace faulty hardware, software, and/or provide labor hours as needed to fix the defect. The supplier shall not, however, take repair or replace hardware, software, or provide labor to fix defects on outcomes if the supplier determines that the defects arose from actions the purchaser took that were non-compliant with the guidance provided by the supplier and/or that are human/operational errors. Non-compliance or human error on the part of the purchaser includes but is not limited to:
- Proper handling, operation, and maintenance in accordance with instructions provided in the estimate.
- Alterations or modifications made to the project outcome by the purchaser that are outside of the parameters specified in the estimate and/or without prior authorization by the supplier.
- Unapproved use of the project outcome in combination with other equipment, software, hardware, and/or services not authorized by the supplier in the estimate.
- Defects that arose because of non-payment and/or the inability of the supplier to complete work because there were violations of the following TOS, and/or because the purchaser did not uphold the obligations they agreed to in the estimate.
- The warranty conditions do not apply to defects/flaws in third party software/hardware even if the software/hardware was approved by the supplier in the estimate. When zero-day or otherwise unknown vulnerabilities are found in software/hardware, the supplier will provide the purchaser with a new estimate to patch the defective/flawed software/hardware.
- The supplier does not warrant that:
- The project outcome is free of defects
- The use of the project outcome is indefinite
- The project will meet any of the purchaser’s requirements other than those explicitly stated in the estimate.
- The supplier shall not be liable to the purchaser for any direct or consequential loss, damage, expense, or physical or mental harm incurred by the purchaser or anyone else as a result of or in connection with the use of the project outcome, unless the loss or damage arose directly as a result of the Supplier’s gross negligence or willful misconduct. Regardless, the supplier’s total aggregate liability to the purchaser under or in connection with the estimate shall not, under any circumstances, exceed an amount equal to the total sum paid by the purchaser to the supplier for the project outcome and which was documented in the estimate and corresponding invoice.
- The purchaser indemnifies the supplier against any liability for any direct, indirect or consequential injury, loss or damage arising out of any act made by the purchaser or its agents.
- The supplier shall not be liable for the residential and/or commercial performance of the project outcome.
Termination and Right to Refuse
- The supplier reserves the right to refuse to do work (estimate and/or project) for anyone.
- The supplier reserves the right to cancel an estimate and corresponding project, and any and all other related work, if significant new information emerges that threatens the integrity of the work.
- The purchaser may cancel the estimate and project so long as they notify the supplier seventy-two hours prior to the supplier beginning work on the project and/or so long as the supplier has not yet begun work on the project in any form or made any purchases for the project. If any work has begun, whether in the form of purchases, labor, or otherwise, then the purchaser’s deposit of half the estimated cost shall be retained by the supplier. If the purchaser cancels after the supplier has begun work, then the purchaser shall be liable for any costs incurred by the supplier that extend beyond the deposit of half of the estimated cost.
- Termination of the estimate shall be without prejudice to the rights or either party accrued up to the date of the termination.
- The supplier shall not be liable for any delay or failure to fulfill its obligations for the estimate if such delay or failure arises from any circumstance arising that is beyond the supplier’s control such as but not exclusive to terminal illness, injury, or other catastrophic events. In such cases, the purchaser may cancel the agreements stated in the estimate, so long as it is after thirty days of the supplier being unable to provide the services the estimate requires and due to these extenuating circumstances.
- If any dispute arises between the purchaser and the supplier in relation to the Agreement, then the parties must first try to settle the dispute by way of good faith negotiations. Any dispute, which cannot be settled by good faith negotiations within fourteen days, may be submitted for mediation with legal counsel.
- “Estimate” means the steps taken and the outcome, including all schedules and other attached documents and/or terms/conditions stated within the estimate.
- “Costs” are understood to be in United States’ dollars.
- “Written, Explicit Notice, Notify” always refers to an email sent by the supplier or purchaser, not hand written documents or any other form of communication. For the written document to be binding for the estimate and this TOS, it must be sent by an email address the supplier/purchaser owns, and received by an email address that supplier/purchaser owns.