Please read these Terms of Service carefully before approving your Net Friends Statement of Work (SoW). These terms apply only to Statements of Work in which this web page is incorporated by reference.
Net Friends shall invoice parts and service provided under this SoW on the following schedule:
No service described in this SoW will be initiated without full payment of the upfront deposit.
Net Friends will not commit to a delivery date, completion date, or any project milestone dates before (a) payment of the upfront deposit has been received and (b) a kickoff meeting has been held between Net Friends and Customer stakeholders. Any dates or schedules provided before the kickoff meeting shall be deemed preliminary estimates only.
Any deliverables not enumerated in the SoW shall be deemed "out of scope." Net Friends shall provide written notice of out-of-scope work to the Customer immediately upon (a) identifying a previously-unknown prerequisite for completion of the project or (b) receiving a request from the Customer to perform out-of-scope work. Acceptance and delivery of out-of-scope work shall be at the discretion of Net Friends, and shall occur only following the receipt of written authorization from the Customer of the additional work to be done. At its discretion, Net Friends may provide the Customer with either a fixed-price quote or an estimate of the number of billable hours required to perform the out-of-scope work. The hourly rate for out of scope work shall be $189/hr, billed in 0.1-hour increments under Net 30 terms, unless Net Friends is concurrently operating under a separate SoW for the Customer which specifies a different hourly rate.
The following tasks shall always be deemed out of scope unless otherwise specified in a given SoW:
The Customer shall pay Net Friends the rates and fees specified in valid invoices and Statements of Work. If the Customer has not fully paid any invoice within 30 calendar days after the date of that invoice, the unpaid amount due shall 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.
In the event the Customer disputes an invoice, or any portion of an invoice, such a dispute must be made in writing, within 30 days of receipt of said invoice, together with documentation supporting the Customer’s dispute. All undisputed portions of any invoice shall continue to be payable 30 calendar days from the date of 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 such resolution.
The Customer acknowledges that Net Friends employees have signed agreements that prohibit the employee from:
Net Friends acknowledges that such agreements do not apply to public solicitations of employment made through general advertising media in the ordinary course of business.
As used herein, “Confidential Information” means all information furnished by, or on behalf of, the disclosing party to the receiving party and that the disclosing party designates as confidential, or which would reasonably be considered confidential from its nature or from the circumstances surrounding its disclosure, including without limitation regulatory, commercial, financial, administrative and technological information, and any information concerning this SoW (other than of a general nature), but does not include information which:
All Confidential Information furnished by a party to the other in connection with this SoW shall remain the property of and be deemed proprietary to the disclosing party. All Confidential Information of each party shall be used by the other party strictly for the purposes contemplated in this SoW and the receiving party shall limit access to, and use of, the disclosing party’s Confidential Information to those of the receiving party’s employees and agents that require such access and use in connection with this SoW and who are bound by confidentiality obligations no less restrictive than those set forth herein.
Each party shall hold all Confidential Information of the other party in confidence for, and on behalf of, the other party and treat the Confidential Information of the other party as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Each party shall have an obligation to prevent the other party’s Confidential Information in its possession or control from being misappropriated, or wrongfully communicated, by any employee, consultant, or other person under the obliged party’s control. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the disclosing party, the receiving party shall notify the disclosing party promptly upon becoming aware thereof.
If the receiving party is required by a court or government authority to disclose the other party’s Confidential Information, the receiving party shall provide the disclosing party with prompt notice, including the circumstances of such requirement, so that the disclosing party may seek an appropriate protective order, and shall reasonably cooperate with the disclosing party in an action by the disclosing party to obtain an appropriate protective order.
Upon termination of this SoW, the receiving party shall promptly return or, at the direction of the disclosing party, destroy the disclosing party’s Confidential Information (including without limitation all documents or media containing any of the foregoing and all copies, extracts, or embodiments thereof), with the following exceptions:
The Parties acknowledge that disclosure or distribution of Confidential Information of the other party, or the use of Confidential Information of the other party contrary to the terms of this Agreement, may cause irreparable harm for which damages at law may not be an adequate remedy, and agrees that the disclosing party is entitled to seek specific enforcement of the provisions of this Agreement prohibiting disclosure or distribution of Confidential Information or use contrary to the provisions hereof, in addition to any and all other remedies available at law or in equity (without any requirement to post bond).
Neither party shall be liable to the other party, or any third party, for any special, punitive, indirect, incidental or consequential damages (including, without limitation, lost profits, lost revenue or loss of use) arising out of this SoW or any of the activities contemplated hereby, whether based on contract, tort or any other legal theory, and irrespective of whether a party has been advised of the possibility of any such loss or damage. Neither party shall be liable in the aggregate to the other party, or any third party, for any damages related to, or as a result of, this agreement in an amount exceeding the total amount paid or payable (whichever is greater) to Net Friends under this SoW.
If your support issue requires immediate assistance, please call our office. Email & web form submissions are only reviewed during business hours.