Terms of Service

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.

Billing

Net Friends shall invoice parts and service provided under this SoW on the following schedule:

1. 50% of labor costs shall be invoiced immediately as an upfront deposit, payable upon receipt.
2. Third-party hardware, software, and licenses purchased by Net Friends under this SoW shall be invoiced immediately, payable in 30 days (Net 30).
3. The balance of labor costs, along with any additional bills for out-of-scope work, shall be invoiced at the conclusion of the project, payable in 30 days (Net 30).
   

No service described in this SoW will be initiated without full payment of the upfront deposit.

Scheduling

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.

Out of Scope

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:

1. Troubleshooting and delays in service that result from malfunction or improper configuration of Customer IT infrastructure platforms not supplied by Net Friends
2. Work resulting from violations of the Conditions of Work specified in the section below
3. Work resulting from the failure of Customer employees to attend any pre-arranged meeting or event without reasonable advance notice
4. Training of Customer users to operate or administer any IT platform
   

Conditions of Work

1. Net Friends shall perform work covered by this SoW at a Net Friends facility unless the nature of a task requires that it be performed at a Customer location.
2. Net Friends may halt or delay work under this SoW if either (a) an out-of-scope request is pending or (b) the work is about to pass a "point of no return," beyond which a rollback of deliverables under this SoW would create significant risk or cost, and written authorization from the Customer is requested in order to proceed.
3. Net Friends shall not perform work under hazardous, unsafe, or unhealthful conditions.
4. The Customer states that its use of third-party products does not violate applicable laws or regulations or infringe the rights of any third party. Net Friends is not required to monitor or remedy the Customer's adherence to copyright law or to any license agreements between the Customer and a third party.
5. The Customer will facilitate Net Friends s performance of services and shall provide Net Friends with reasonable access to information necessary to provide service. The Customer will use reasonable efforts to respond promptly to Net Friends communications, and the Customer acknowledges that such responses may be necessary for Net Friends to perform service.
6. The Customer acknowledges that Net Friends does not control the flow of information to or from Net Friends’s network, the Customer's network, and other portions of the internet. Net Friends is not required to provide security or protection for the Customer's privacy, confidential information, or data except as specifically stated in this SoW or as otherwise required by law.
7. Net Friends does not make, and hereby disclaims, all other express or implied warranties, including warranties of merchantability, fitness for a purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice.
8. Net Friends shall have no liability to the Customer for any unauthorized access or use, corruption, deletion, destruction, or loss of any data or applications, except to the extent resulting from Net Friends’s breach of this SoW or the negligence or intentional misconduct of Net Friends or its employees.
9. In connection with the services provided to the Customer under this SoW, Net Friends may (i) install software on the Customer's hardware and, (ii) in connection with such installation, accept on behalf of the Customer end user license agreements or other terms and conditions with respect to such software (these agreements and terms, “Third-Party Agreements”). Upon Net Friends accepting a Third-Party Agreement on behalf of the Customer  the Customer shall be deemed to have reviewed and approved such Third-Party Agreement.

Legal Boilerplate

A. Payment

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.

B. Other Agreements

The Customer acknowledges that Net Friends employees have signed agreements that prohibit the employee from:

1. Disclosing certain proprietary or confidential information without authorization and
2. Associating (whether as an employee, consultant, independent contractor, officer, manager, advisor, partner, volunteer, or director) directly with a Customer, with which the employee has performed services on behalf of Net Friends during the last six months of the employee’s employment, for the purpose of performing the same or similar services for the Customer.

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.

C. Confidentiality

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:

1. is known to the receiving party before receipt from the other party without obligations of confidentiality, as substantiated by written records;
2. is disclosed to the receiving party in good faith by a third party that is not under a confidentiality obligation to the disclosing party;
3. is already public when the disclosing party discloses it to the receiving party or becomes public (other than as a result of breach of this SoW by the receiving party) after the disclosing party discloses it to the receiving party; or
4. can be substantiated, based on written records, to have been developed by or for the receiving party independently of the information provided by the disclosing party.

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:

1. The receiving party may retain, with reasonable measures taken to assure confidentiality, one copy of any Confidential Information that the receiving party may require: to perform any obligations or exercise any rights under this SoW that may survive such expiration or termination; for archival purposes; in connection with any filing, application, or request for regulatory approval or the maintenance of any regulatory approval or as otherwise required by applicable law;
2. The receiving party may retain additional copies of, or any computer records or files containing, the Confidential Information of the disclosing party that have been created solely by the receiving party's automated electronic archiving and back-up procedures, to the extent created and retained in a manner consistent with the receiving party's secure archiving and back-up procedures wherein the information is encrypted at all times, but not for any other use or purpose.

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).

D. Damages

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.