Standard Terms & Conditions
Muller & Associates – Standard Terms and Conditions
1. Introduction – This page outlines the standard Terms and Conditions (“T&C”) that govern the relationship between Muller & Associates (“Service Provider”) and any client (“Client”). These T&Cs apply to all proposals, estimates, and services provided. By engaging with Muller & Associates, you agree to these T&Cs. For contracts requiring further details, a more formal agreement with additional terms will be provided at the appropriate stage.
2. Service Engagement
2.1. Service Offerings: Service Provider will deliver Managed Services as outlined in the specific service agreement, which may be presented through proposals or estimates.
2.2. Excluded Services: Services not explicitly included within the scope of the agreement will be treated as separate project requests or out-of-scope services.
3. Term and Termination
3.1. Initial Term: Services begin when the service contract is executed and remain in force for one (1) year, with automatic renewals for subsequent one-year periods unless either party provides written notice of termination or renegotiation at least 90 days prior to the renewal.
3.2. Termination for Breach: Either party may terminate the agreement by providing 30 days’ written notice if the other party fails to fulfill its obligations and does not remedy the breach within 25 days of receiving notice.
3.3. Transfer of Services: Upon termination, the Client may request transition services to move Managed Services to another provider, subject to payment of the Service Provider’s costs at their then-current hourly rate.
4. Fees and Payment
4.1. Payment Schedule: Invoices for managed services will be issued at least 15 days before services are provided, and payment is due by the first of the month. If payment is not received within 30 days of the invoice due date, Service Provider reserves the right to suspend services or terminate the agreement.
4.2. Fee Adjustments: Fees may be adjusted due to the addition or subtraction of users, devices, or locations. Annual adjustments of up to 5% may apply to the total monthly cost.
4.3. Additional Services: Services requested that are not included in the original agreement will be billed at the rates specified in the contract or as negotiated in an addendum.
5. Client Responsibilities
5.1. System Requirements: All critical hardware and software must be under valid support agreements. Business-class hardware and business-critical software must be maintained in line with industry standards, with responsibility for any unsupported or “best-effort” services resting with the Client.
5.2. Access and Support: The Client will provide access to facilities, systems, and personnel as needed for the delivery of services. Delays or issues caused by Client’s lack of cooperation or infrastructure failures will not be the responsibility of the Service Provider.
6. Confidentiality
6.1. Confidential Information: Both parties agree to maintain the confidentiality of all sensitive information disclosed during the engagement. Confidential information includes, but is not limited to, business strategies, customer data, pricing, and technical documentation. Exceptions to confidentiality include information that becomes publicly available, is independently developed, or is required to be disclosed by law.
7. Limitation of Liability
7.1. Exclusion of Damages: Service Provider shall not be liable for indirect, incidental, or consequential damages, including loss of profit, revenue, or data. Liability for any damages shall be limited to the fees paid by the Client for the three months preceding the event causing the damage.
8. Indemnification – Service Provider agrees to indemnify the Client against claims and damages arising from its services under this agreement. Both parties agree to carry general liability insurance of at least $1,000,000 during the term of the agreement.
9. Dispute Resolution
9.1. Informal Resolution: Parties shall first attempt to resolve disputes through direct negotiation. If unresolved within 45 days, the matter may be escalated to mediation.
9.2. Arbitration: If mediation is unsuccessful, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association. The arbitration decision will be final, and costs will be shared equally unless determined otherwise by the arbitrator.
10. Governing Law – This agreement is governed by the laws of the State of California. Any action to enforce the terms of this agreement must be brought within the jurisdiction of the courts of California.
11. Force Majeure – Neither party will be liable for failure to perform obligations due to events beyond their control, including natural disasters, war, or government actions.
12. Non-Solicitation – During the agreement term and for two years following, the Client agrees not to solicit or hire the Service Provider’s employees. Breaching this clause results in a fee equal to 100% of the employee’s annual salary plus $25,000.
13. Assignment – Neither party may assign or transfer their rights or obligations under this agreement without written consent from the other party, except in cases of mergers or acquisitions.
14. Notices – All notices must be provided in writing via hand delivery, certified mail, or electronic mail. Notices will be considered effective when delivered or acknowledged.
These Standard Terms and Conditions provides a clear framework for our engagements. For formal contracts, additional specific terms will be incorporated as needed.