Client agrees to pay Northstone Systems the fees listed in the Project Contract, including all taxes. All invoices are payable on date of receipt.
A re-activation fee of £30 will be issued should a monthly fee be overdue by more than 14 days. This will result in the system access being turned off until payment of the full invoice plus re-activation fee has been received.
If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Northstone Systems a written Change Order describing the requested changes in detail. Within 5 days of receiving a Change Order, Northstone Systems will respond with a statement proposing feedback, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Northstone Systems will evaluate each Change Order at its standard rate and charges. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Northstone Systems may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 5 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Northstone Systems will not be obligated to perform any services beyond those in the original Agreement.
Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
During the project, the client shall have access to the deliverable at various stages so they may evaluate and provide feedback to ensure the plugin is following the correct scope. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Client shall indemnify Northstone System from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. 30 days’ notice is required in order to Terminate your service. This must be in writing. Any invoices generated during the notice period still stand until the end of the billing cycle.
TyreTec, in the form of both code and database will remain the property of Northstone Systems both during and after the project completion. The data within the system is fully managed and owned by the Client, and should they wish, can receive a copy of the data at any point.
Northstone Systems provides both email and phone support whilst the Client uses and pays the monthly fees for the TyreTec system. Telephone support is during the hours of 8:30 – 17:30 Monday – Friday. Core email support is offered during the same hours, however, depending on issues that may arise, email support can be extended to weekends and evenings.
Alteration of any Deliverable is prohibited without the express permission of Northstone Systems. Northstone Systems will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Email or letter, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or letter, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the laws of the United Kingdom. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.