Statement of Work

Project Terms & Conditions

Please read these Terms of Service carefully before approving your Net Friends Statement of Work (SOW). These terms apply only to SOWs in which this page is incorporated by reference.

1. Communications

When either party has knowledge that any actual or potential situation is delaying, or threatens to delay, the timely performance of this SOW, that party shall promptly notify the other party and include in the notice all relevant information with respect to the delay. The Customer shall not hinder Net Friends from communicating, in the course of performing this SOW, directly with any Customer employee, affiliate, or vendor. Net Friends shall promptly notify the Customer, using the process defined in the Notices section of the Master Service Agreement between the parties, if:

  1. any project phase, or the entire project, has been completed and is ready for use (this notice, a "Notice of Phase Completion") and/or
  2. the project is being terminated or suspended without implementation of the full scope (this notice, a "Notice of Project Closure").

To request changes to the deliverables defined in this SOW, the party making the request must send an email to that describes those changes. Upon receipt of such an email, Net Friends shall deliver to the Customer a proposal to amend this SOW as requested, including a technical description of the scope adjustment and any necessary adjustments to the cost and delivery schedule. Net Friends may require this adjusted cost to be paid at the time of signing.

2. Billing

In consideration for the goods and services described in the Scope section of the proposal attached to this SOW, the Customer shall pay to Net Friends:

  1. the Amount Due on Signing (as indicated on the proposal attached to this SOW) on the date of signing the SOW;
  2. amounts invoiced for required equipment and licenses, within 30 days of receiving that invoice;
  3. the percentage of the total service charge associated with a particular project phase, within 30 days of receiving the Notice of Phase Completion from Net Friends; and
  4. a reasonable amount invoiced for completed labor, within 30 days of receiving a Notice of Project Closure from Net Friends.

Net Friends's obligation to begin service under this SOW is subject to the condition that the Customer pay the full Amount Due on Signing using a valid credit card, authorization to debit a bank account via ACH, or a cleared check. The Customer hereby authorizes Net Friends to purchase, on its behalf and with full reimbursement by the Customer, all goods, services, licenses, and warranties listed on the proposal attached to this SOW up to the quantity, as determined by Net Friends, required to properly execute the services described in the Scope section of that proposal. Net Friends's obligation to provide service under this SOW is subject to conditions defined in a signed Master Service Agreement and any other binding agreements between Net Friends and the Customer.

If the Customer has not fully paid any invoice within 30 calendar days after the date of that invoice, the unpaid amount due will accrue interest at the rate of 1.5% per month, with the first interest applied at 60 calendar days after the date of the invoice. If required to effect collection of payment, Net Friends’s reasonable collection costs, including collection agency fees, reasonable attorneys’ fees and court costs, shall be reimbursed by the Customer.

If the Customer disputes an invoice, or any portion of an invoice, the dispute must be made in writing, within 30 days of receipt of that invoice, together with documentation supporting the Customer’s dispute. Undisputed portions of any invoice shall be paid by the Customer according to the payment terms of that invoice. Net Friends and the Customer shall use reasonable efforts to resolve the dispute in good faith and as expeditiously as reasonably possible. Upon resolution of any such dispute, the Customer shall make the agreed-upon payment within 10 days of the resolution.

3. Exclusions

Net Friends is not required to perform any deliverables not enumerated in the Scope section of this SOW. The Customer acknowledges that the following work is out of scope unless explicitly described in the Scope section:

  1. Troubleshooting and delays in service that result from malfunction, or improper configuration, of existing Customer IT infrastructure components;
  2. Work caused by the Customer failing to appear for a meeting or on-site appointment without reasonable advance notice; and
  3. Training of Customer users to operate or administer any IT component, including those deployed as part of this SOW.

Net Friends is not required to complete any project deliverable on or before any date, unless such a date is described, in connection with one or more deliverables, in the Scope section of this SOW or a subsequent signed amendment. Net Friends may unilaterally modify such dates if it is unable to complete the scheduled deliverable due to factors beyond its control, including for example delays in delivery of required equipment. Net Friends shall notify the Customer of such modification immediately, and shall provide a reasonable alternative delivery date or, if the equipment is not expected to be available within 60 days, a proposed amendment to the SOW that removes the equipment and its associated deliverables. Failure to procure required equipment due to general supply chain problems will not be deemed a breach of Net Friends's obligations under this SOW.

4. Customer Dependencies

The Customer shall use reasonable efforts to deliver any project dependency reasonably requested by Net Friends, including products and licenses that Net Friends is not permitted to purchase on the Customer's behalf, within 10 business days of receiving such a request. At the elapse of 10 business days, if the Customer has not delivered the requested dependency, Net Friends may deliver a Notice of Project Closure to the Customer. The Customer may, within 2 business days of receiving Notice of Project Closure, exercise the right (described in that notice) to place the project on hold for up to 90 days. If the Customer exercises this right, Net Friends shall offset the amount paid for completed labor under Section 2(d) above against the next invoice due when the project is restarted.

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