Master Terms and Conditions
Terms and Conditions
SERVICES | Client will retain Consiliant Technologies to provide and Consiliant Technologies agrees to provide Client the services described on the front of this agreement or in a Statement of Work and the Pricing details, hereto referred as (the “Services”). Any modifications or additions to the Services shall be set forth in writing.
FEES AND EXPENSES | Cost of services shall be as described on the front of this Customer Agreement or in a Statement of Work. In the case of a permanent hire, Consiliant Technologies will charge a 30% (of the base salary) placement fee as outlined the front of this agreement or in the Statement of Work. This fee will be due and payable upon candidate start. For contract staffing services, travel time will be charged only when Client requires consultant to travel between locations or out of the local area. The appropriate Client Representative shall receive a Consiliant Technologies time slip weekly, indicating hours worked by each person. Client Representative’s signature shall constitute full approval of work completed, and shall give Consiliant Technologies the authority to invoice Client Firm for such services. Reimbursable expenses include travel, telephone, supplies, secretarial, messenger services, and all other reasonable expenses incurred by Consiliant Technologies to effect any change in services requested by the Client.
PERSONNEL | Contract Staffing: Personnel furnished to Client by Consiliant Technologies shall be either employees or subcontractors of Consiliant Technologies. Consiliant Technologies shall be responsible for the payment of their compensation and employee taxes as appropriate. Consiliant Technologies agrees not to approach, solicit, or offer work to personnel of Client while operating under this or any “Customer Agreement” entered into between Client and Consiliant Technologies. Client agrees not to offer work directly to personnel or previously presented candidates of Consiliant Technologies during or within one year after completion of this contract. If Client hires a Consiliant Technologies employee, subcontractor, or previously presented candidate–during, or within one year after completion of this contract, Client shall pay Consiliant Technologies within thirty (30) days thereof a placement fee equal to thirty percent (30%) of the accepted gross annual salary.
Permanent Placement: Consiliant Technologies will charge a placement fee as outlined on the front of this agreement or in a Statement of Work.
ACCEPTANCE | Any extension of this quotation will only be valid if given in writing by Consiliant Technologies. This quotation and any order(s) based on it remain subject to Consiliant Technologies acceptance.
OWNERSHIP OF MATERIAL | All materials, data, specifications, tapes, programs, reports, documents and manuals in any form that are provided by Client to Consiliant Technologies shall be returned to the Client at the termination of this Agreement. All Consiliant Technologies processes, methodologies, best practices, and other “how to” documents remain property of Consiliant Technologies. Such materials, data, specifications, tapes, programs, reports, documents and manuals in any form that are provided to Client by Consiliant Technologies shall be returned to Consiliant Technologies at the termination of this Agreement.
CONFIDENTIALITY | Consiliant Technologies and Client acknowledge that in the course of performing the Services it may be exposed to and have access to proprietary and confidential information. Both Parties agree to maintain the confidentiality of all information.
SECURITY | Consiliant Technologies personnel will comply with all security requirements of Client in force from at Client premises.
LIABILITY | Consiliant Technologies’ liability to Client for damages from any cause whatsoever and regardless of the form of action, whether in contract or in tort, including negligence or otherwise, shall be limited to the amount paid for the Services as provided in Financial Summary. In no event shall Consiliant Technologies be liable to the Client for any punitive, incidental or consequential damages, or for commercial losses from any cause, whether or not Consiliant Technologies has received notice of the possibility or certainty of such damages or losses, even if the remedies provided are deemed to have failed of their essential purpose.
TERMINATION | If either party is in breach of any of its obligations under this Agreement the other party may give a notice in writing of the breach to the defaulting party and request the latter to remedy it. If the party in breach fails to remedy the breach within thirty (30) days after the date of written notice, this Agreement may be terminated immediately by written notice of termination.
FORCE MAJEURE | Consiliant Technologies shall not be liable to Client for any delay or failure by Consiliant Technologies to fulfill its obligations under this Agreement or otherwise if such delay arises from any cause or causes beyond the reasonable control of Consiliant Technologies, including but not limited, to: labor disputes, strikes or other labor disturbances, acts of God, shortages of materials, utility or communication failures, actions, restrictions, or orders of any government agency or subdivision thereof, or temporary unavailability of qualified service personnel at Consiliant Technologies’ offices due to emergency or priority service calls received prior to Client’s call.
NOTICE | All notices and other communications pertaining to this Agreement shall be effective if made in writing and delivered to the recipient’s address or facsimile number set forth below by hand delivery, registered or certified mail with postage prepaid overnight courier services or facsimile transmission. Notices made in accordance with this section shall be deemed delivered or received upon receipt if delivered by hand or facsimile, 3 business days after mailing or 1 business day after deposit with an overnight courier service.
Consiliant Technologies LLC, 15375 Barranca Parkway, Suite A-111, Irvine, California 92618, Attn: David Cerniglia
ASSIGNMENT | Consiliant Technologies or Client may not assign this Agreement without the prior written approval of the other party.
BINDING | This Agreement shall be binding upon the successors, administrators, and permitted assigns of Consiliant Technologies and the successors and assigns of the Client.
APPLICABLE LAW | Any agreement is entered into and to be interpreted under the laws of the State of California and venue is within Orange County, California.
INVALIDITY OF PROVISION | The invalidity or enforceability of any provision of this Agreement or any covenant in it shall not affect the validity or enforceability of any other provision or covenant in it and the invalid provision or covenant shall be deemed to be severable.
CUSTOMER ACCEPTANCE | Consiliant Technologies will not be held responsible for any change requests outside of the Statement of Work of this agreement. Additional or amended requirements must be agreed in writing. Consiliant Technologies will provide estimates for additions and modifications upon request.
PROJECT START | Consiliant Technologies will begin work in accordance with the project schedule after receiving a valid purchase order and deposit. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
COMPLETE AGREEMENT | This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this agreement. This Agreement may be executed in any number of counterparts, each of whom shall be an original and all of which shall constitute together but one and the same document.
LEGAL REPRESENTATION | Consiliant Technologies and Client acknowledge that it is, in no way, the legal representative or agent of the other for any purpose, has no right or authority to create any obligation to a third party on behalf of the other or to otherwise bind the other in any way, and has no authority to provide any guaranty or warranty on behalf of the other.
EMPOLYEES | Consiliant Technologies and Client acknowledge that the Consiliant Technologies personnel providing Services to Client from time to time are personnel of Consiliant Technologies and shall not be construed as employees of Client for any purpose.
NAMES AND LOGOS | Consiliant Technologies and Client shall not use the other’s name, logo or initials without the express written consent of the other.
PAYMENT | All prices quoted are in US Dollars and are exclusive of transportation, insurance, taxes and duties, all of which shall be paid by Client. Pricing is valid for 30 days, an extension will be valid only in writing. Consiliant will bill for services rendered upon shipment of the order. Payment of the invoice is due within 15 days or receipt, and a finance charge of 1½% of the total balance will accrue monthly for all unpaid balances past 30 days.
TAXES | All orders are subject to sales tax. If Client is exempt, Client is responsible for providing a copy of the Sales and Use Tax Exemption Certificate. Tax shown is an estimate, actual sales tax will be calculated at the time of order.