TERMS AND CONDITIONS
1. Introduction These Terms and Conditions ("Agreement") govern the services provided by Datalab Systems, a hosting and software development company ("Provider"), to the client ("Client"). By using our services, the Client agrees to be bound by the terms of this Agreement.
2. Services The Provider agrees to provide web hosting, software development, and any additional services as described in the signed proposal or statement of work. Any changes to the scope of services must be agreed upon in writing by both parties.
3. Payment Terms
3.1 Fees: All fees for services are as outlined in the proposal or contract. The Client agrees to pay these fees according to the payment schedule specified.
3.2 Payment Schedule: Invoices will be issued as per the agreed schedule. Payments are due within [number of days] days of the invoice date. Late payments may incur a late fee of [percentage or fixed amount] and/or result in the suspension of services.
3.3 Additional Charges: Any services requested by the Client that are outside the original scope of the project will be billed separately and are subject to the Provider's current hourly rates.
4. Hosting Services 4.1 Uptime Guarantee: The Provider will use reasonable efforts to ensure a minimum uptime of [percentage, e.g., 99.9%]. Scheduled maintenance will be communicated in advance, and downtime due to maintenance will not count against the uptime guarantee.
4.2 Data Backups: The Provider will maintain regular backups of the Client’s data. However, the Client is solely responsible for keeping their own backups.
4.3 Security: While the Provider employs security measures to protect data and systems, the Provider cannot guarantee absolute security. The Client acknowledges and accepts the risks inherent in internet use, including the potential for unauthorized access to data.
5. Software Development 5.1 Project Scope: The details of the software development project, including specifications, timelines, and deliverables, will be defined in a separate statement of work or project proposal.
5.2 Change Requests: Any changes to the project scope must be requested in writing. Additional fees and time extensions may apply to accommodate such changes.
5.3 Testing and Acceptance: Upon completion, the Provider will submit the software for the Client’s testing and acceptance. The Client must notify the Provider of any issues or defects within [number of days, e.g., 14 days] of delivery.
6. Confidentiality Both parties agree to keep confidential any proprietary information shared during the course of the project. Neither party will disclose or use the other’s confidential information without prior written consent, except as necessary for the performance of the services.
7. Intellectual Property 7.1 Ownership: Upon full payment, the Client will own the rights to the software developed by the Provider, excluding any pre-existing code or third-party components, which will remain the intellectual property of their respective owners.
7.2 License: The Provider grants the Client a non-exclusive, non-transferable license to use any proprietary tools or components provided as part of the services.
8. Warranties and Liability 8.1 Limited Warranty: The Provider warrants that the services will be provided in a professional and workmanlike manner. No other warranties, express or implied, are made.
8.2 Liability: The Provider’s liability for any claims arising from this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client for the services in question. In no event will the Provider be liable for indirect, incidental, or consequential damages.
9. Termination
9.1 Termination by Client: The Client may terminate the Agreement by providing [number of days, e.g., 30 days] written notice. In the event of termination, the Client agrees to pay for all services rendered up to the termination date.
9.2 Termination by Provider: The Provider reserves the right to terminate this Agreement if the Client fails to comply with its terms, including non-payment. In such cases, the Provider will provide written notice to the Client and may immediately suspend services.
9.3 Effect of Termination: Upon termination, the Client will immediately cease using the Provider’s services, and the Provider will provide the Client with a copy of their data, if applicable.
10. Indemnification The Client agrees to indemnify and hold harmless the Provider, its employees, and agents from any claims, damages, or losses arising from the use of the services or any breach of this Agreement by the Client.
11. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Minnesota. Any disputes arising under this Agreement shall be resolved in the courts of Minnesota.
12. Miscellaneous
12.1 Amendments: Any amendments to this Agreement must be made in writing and signed by both parties.
12.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
12.3 Entire Agreement: This Agreement, along with any attached schedules or statements of work, constitutes the entire understanding between the parties with respect to the services and supersedes all prior agreements or understandings.