Customer.
• 30% deposit is due upon project acceptance.
• Invoices will be billed monthly.
• Payment terms are Net 30 Days.
Expiration of Offer: This proposal shall be valid for 30 days from the date hereof. CFI reserves the right to modify this proposal in part or in its entirety, or to withdraw it completely, after this period of time has expired. This offer supersedes all prior offers, negotiations, understandings, arrangements, and discussions, whether oral or written.
Reimbursable Expenses: Customer shall reimburse CFI for all reasonable expenses incurred by CFI in connection with Customer’s resultant order. Expenses include, but are not limited to, reproductions, shipping, travel time, and/or travel-related expenses.
Assumptions: Prices quoted by CFI are conditioned upon and subject to CFI’s standard terms and conditions, the assumptions set forth herein, and certain information or data provided by Customer and/or others. If, in CFI’s sole opinion and discretion any one or more of the conditions are not met, if the terms are substantially modified, or if information provided by Customer and/or third parties proves to be inaccurate, CFI may either seek additional compensation or terminate the agreement without further liability.
Supplemental Scope or Rate Changes: Additional services resulting from project modifications or changes will be performed at CFI’s discretion with Customer approval and will be invoiced at then current CFI service rates. CFI reserves the right to review and adjust hourly rates for time and materials projects every ninety days with thirty days’ prior written notice to Customer.
Cancellation or Suspension of Services: Either party will have the option of terminating this agreement by providing 15 business days’ prior written notice. Customer shall pay CFI for all services rendered and expenses incurred up to and including the 15 business day notification period. If Customer suspends the Services for more than 30 consecutive days, CFI shall be compensated for all services performed and expenses incurred prior to such suspension. When the Services are resumed, CFI shall be compensated for expenses incurred in the interruption and resumption of CFI's Services and the fees for the remaining Services and the time schedules shall be equitably adjusted.
Limitation of Liability: CFI’s liability arising out of this project shall not exceed the price paid for the services rendered. In no event shall CFI be liable for costs of procurement of substitute goods or services, or for any special, consequential, incidental, or indirect damages arising out of this project, however caused.
Disclaimer of Warranties: Except as expressly stated herein, CFI makes no warranty, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose, with respect to the products and services which are the subject of this proposal. CFI makes such products available solely on an “as-is” basis. In the event CFI provides customer with computer hardware and/or software manufactured by a third party in connection with this
proposal, the manufacturer’s standard limited warranty shall apply to such hardware/software. CFI sole obligation with respect to such warranties shall be to assist Customer with the enforcement of same, at Customer’s expense.
Ownership of Intellectual Property: CFI retains the sole and exclusive right, title and interest in and to all materials produced, developed, created and/or devised by CFI during the course of performance of the services, including any software customization, templates and\or
documentation. CFI will grant to Customer, upon full payment of all fees due and owing, a nonexclusive, non-assignable royalty free perpetual license for internal noncommercial use of the materials.
Licensing Policy: Customer may be required to sign standard software licensing agreements in conjunction with the purchase of third party software from CFI. CFI shall not be liable for any delays or failure to perform due to Customer’s failure to promptly sign and return such license agreements.
Software Considerations: Notwithstanding anything to the contrary herein, Client acknowledges that the Software sold, licensed, installed, implemented, upgraded, or supported by CFI was not developed or manufactured by CFI. Client agrees that any defects or bugs in that Software are therefore the sole responsibility of the Software's manufacturer. CFI makes no
warranties regarding the Software, and Client agrees that CFI shall have no liability whatsoever for any defects or bugs in the Software. Client may request that CFI assist Client in diagnosing and attempting to correct such defects or bugs that may arise or exist in the Software, but Client agrees that any work performed by CFI in response to such a request may be subject to
additional charges.
Client Owns and/or Will Provide the Necessary Software: Client hereby acknowledges that it owns and/or is purchasing the software described in this Agreement and that CFI has the legal right to use the software in performance of its services outlined in the Agreement. Client agrees to provide CFI access to the software during the term of this Agreement and acknowledges that CFI has the right to review the licenses and documentation relating to such software, if
necessary.
Documentation Deliverables: The pricing reflected in this proposal is based on the use of CFI’s standard document templates for all documentation deliverables. Examples of possible
documentation: status reports, data models, functional specifications, etc. Should Client wish to modify CFI’s template documents significantly to match a specific format or re-package the presentation of our templates, additional charges will apply.
Computerized Facility Integration, L.L.C.
www.gocfi.com