Terms & Conditions - Services
1. DEFINITIONS
Definitions as used in this "Terms and Conditions for Services" document are as follows:
a) "Company" means Design West Technologies, Inc. (DWT), its affiliates, subsidiaries, successors, and assigns.
b) "Client" means the individual, business entity, or organization purchasing or receiving services from Company.
c) "Services" means all labor, consulting, technical, professional, installation, maintenance, repair, training, support, or other services provided by Company.
d) "Agreement" means the applicable proposal, quotation, service order, statement of work, contract, invoice, work authorization, and these Terms and Conditions.
2. APPLICABLE TERMS AND CONDITIONS
All Services performed by Company are subject exclusively to these Terms and Conditions and any written agreement executed by Company. Client's acceptance of any proposal, quotation, invoice, work order, service request, or Company's commencement of Services shall constitute acceptance of these Terms and Conditions.
Any additional or conflicting terms proposed by Client are expressly rejected and shall not be binding unless specifically agreed to in writing by an authorized representative of Company.
3. FEES AND PAYMENT
Client shall pay all fees, charges, and expenses specified in the applicable proposal, quotation, invoice, or service agreement.
Payment terms shall be net thirty (30) days from the invoice date unless otherwise agreed in writing. Any overdue balance shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
Client shall be responsible for all reasonable costs incurred by Company in collecting overdue amounts, including attorney fees, court costs, and collection expenses.
4. ADDITIONAL CHARGES
Services requested by Client that are outside the original scope of work, including emergency services, travel, lodging, expedited scheduling, overtime labor, materials, permits, subcontractor costs, or other extraordinary expenses, shall be billed separately at Company's then-current rates unless otherwise agreed in writing.
5. SCHEDULING AND PERFORMANCE
Company shall use commercially reasonable efforts to perform Services according to agreed schedules. Any completion dates provided are estimates and are contingent upon Client cooperation, site readiness, access to facilities, availability of required information, and conditions beyond Company's control.
6. CLIENT RESPONSIBILITIES
Client shall:
a) Provide Company timely access to all facilities, equipment, personnel, information, and resources necessary for performance of the Services;
b) Maintain a safe work environment;
c) Obtain any licenses, permits, approvals, or authorizations required unless expressly agreed otherwise in writing; and
d) Promptly review and approve deliverables, reports, recommendations, and requests for information.
Company shall not be responsible for delays or additional costs resulting from Client's failure to fulfill these obligations.
7. DELAYS
Company shall not be liable for any delay caused by circumstances beyond its reasonable control, including acts of God, labor shortages, transportation disruptions, utility failures, governmental actions, pandemics, natural disasters, supply chain interruptions, or delays caused by Client or third parties.
In the event of such delay, Company shall be entitled to a reasonable extension of time and reimbursement for additional costs incurred.
8. ACCEPTANCE OF SERVICES
Services shall be deemed accepted upon the earlier of:
a) Client's written acceptance;
b) Client's use of any deliverable resulting from the Services; or
c) Ten (10) business days after completion of the Services without written notice identifying material deficiencies.
9. LIMITED WARRANTY
Company warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
Company's sole obligation and Client's exclusive remedy for any breach of this warranty shall be Company's re-performance of the nonconforming Services, provided Client notifies Company in writing within thirty (30) days following completion of the Services.
EXCEPT AS EXPRESSLY STATED HEREIN, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS TO BE ACHIEVED.
10. CHANGES IN SCOPE
Company reserves the right to modify schedules, resources, personnel assignments, and work methods as reasonably necessary to perform the Services.
Any material change requested by Client affecting scope, schedule, deliverables, assumptions, or pricing must be documented through a written change order and approved by both parties before implementation.
11. SUBCONTRACTORS
Company may engage qualified subcontractors to perform portions of the Services. Company shall remain responsible for the overall performance of Services provided under the Agreement.
12. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of all non-public business, technical, financial, or proprietary information disclosed by the other party and shall not disclose such information to third parties except as required by law or as necessary to perform obligations under the Agreement.
These obligations shall survive termination of the Agreement.
13. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing, Company retains ownership of all methodologies, processes, software, tools, templates, documentation, know-how, trade secrets, and intellectual property used or developed in connection with the Services.
Upon full payment, Client shall receive a non-exclusive license to use deliverables specifically created and provided for Client's internal business purposes.
14. CLIENT PROPERTY
Any equipment, materials, documents, data, software, or other property supplied by Client remain the property of Client. Company shall exercise reasonable care while such property is in Company's possession but shall not be responsible for ordinary wear and tear or latent defects.
15. COMPLIANCE WITH LAWS
Each party shall comply with all applicable federal, state, local, and regulatory laws, codes, ordinances, and requirements relating to the performance of the Services.
16. INSURANCE
Company shall maintain commercially reasonable insurance coverage during performance of the Services. Certificates of insurance shall be provided upon written request when required by contract.
17. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID TO COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.
18. INDEMNIFICATION
Client shall defend, indemnify, and hold harmless Company, its officers, directors, employees, agents, and subcontractors from and against any claims, damages, liabilities, losses, or expenses arising from:
a) Client's negligence or misconduct;
b) Client's violation of applicable law;
c) Materials, data, specifications, or instructions supplied by Client; or
d) Client's breach of the Agreement.
19. TERMINATION
Either party may terminate the Agreement for material breach by the other party upon thirty (30) days written notice if such breach remains uncured during the notice period.
Company may immediately suspend or terminate Services if Client fails to make timely payment or otherwise materially breaches the Agreement.
Client shall pay Company for all Services performed and expenses incurred through the date of termination.
20. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, weather events, war, terrorism, labor disputes, government actions, public health emergencies, utility interruptions, or shortages of labor or materials.
21. NON-ASSIGNMENT
Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other party, except that Company may assign the Agreement to a successor through merger, acquisition, or sale of substantially all of its assets.
22. NO WAIVER
Failure by Company to enforce any provision of the Agreement shall not constitute a waiver of that or any other provision, nor affect Company's right to enforce such provisions thereafter.
23. RECORDS AND AUDIT RIGHTS
To the extent required by law, regulation, or contract, Company shall maintain appropriate records relating to the Services for a reasonable period and shall make such records available for inspection upon reasonable notice and subject to confidentiality obligations.
24. GOVERNING LAW AND DISPUTE RESOLUTION
The Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflict of law principles.
Any disputes arising under or relating to the Agreement shall be resolved exclusively in the state or federal courts located in Orange County, California, and the parties consent to the jurisdiction of such courts.
25. ENTIRE AGREEMENT
These Terms and Conditions, together with any proposal, statement of work, service order, or written agreement issued by Company, constitute the entire agreement between the parties and supersede all prior discussions, representations, understandings, or agreements relating to the Services.
26. SEVERABILITY
If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
27. MODIFICATION
These Terms and Conditions may only be amended, modified, or waived by a written document signed by an authorized representative of Company.