Greyson Technologies T& C

1. Scope of Services
GREYSON TECHNOLOGIES will perform such infrastructure development, network maintenance, and support services under the guidelines and supervision of the client.
2. Price and Payment
Unless otherwise specified in a signed statement of work, GREYSON TECHNOLOGIES is being hired on an hourly basis. GREYSON TECHNOLOGIES will perform services and provide deliverables at the request and under the supervision of the client. Testing and debugging work is considered a normal part of work performed under this Agreement at the rates specified. GREYSON TECHNOLOGIES will maintain daily records of hours and tasks performed, which will be submitted to Client upon request.
2.1 Travel Fees
Additional time may be charged for travel to and from Client locations. If the Client is located within a primary service area, travel will be limited to a maximum of 1 hr. per direction. For travel time incurred greater than one (1) hour in each direction or two (2) hours round trip, time incurred will be billed at ½ the travel rate for each hour.
2.2 Invoices
A. Services will be invoiced semi-monthly or upon completion of a significant milestone.
B. Invoices for hardware or software will be sent upon shipment. It is possible that multiple invoices will be sent against a single purchase order if an order is shipped over multiple days. If a single invoice is required for all hardware and software, please add “Ship Complete” to any purchase orders.
C. Support contracts will be invoiced upon receipt of purchase order. The actual support contract registration will be submitted to the manufacturer or their distributor within five (5) days of payment.
2.3 Payment
Payment is due as per specification on the front of this agreement. Client may not withhold any amounts due hereunder, and GREYSON TECHNOLOGIES reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half (1.5) percent per month or fraction thereof until paid.
2.4 Security Interest
Client hereby grants and GREYSON TECHNOLOGIES retains a security interest in all Products purchased from GREYSON TECHNOLOGIES, and such security interest is released when payment in full is received by GREYSON TECHNOLOGIES.
3. Term and Termination
Unless terminated as provided herein, this Agreement will extend for one (1) year and will automatically renew from year to year after that. GREYSON TECHNOLOGIES may terminate this Agreement without cause upon sixty (60) days written notice, and Client may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination by either party without cause, Client will pay GREYSON TECHNOLOGIES for all of the Services performed up to the date of termination. Either party may terminate this agreement upon written notice for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies for breach.
4. Obligations of Client
A. Client will immediately notify GREYSON TECHNOLOGIES upon learning of any significant problem with the performance of the network.
B. Client will cooperate with GREYSON TECHNOLOGIES in connection with its performance of the Services by providing access to Client’s physical premises as reasonably necessary from time to time.
C. Client will, from time to time, purchase such software and hardware as may be reasonably necessary for the effective operation of its network.
D. Client will be solely responsible for performing the day-to-day tasks associated with creating archival or backup copies of data stored on the network servers and/or on the hard drives of individual workstations.
E. Client will notify GREYSON TECHNOLOGIES within a commercially reasonable time regarding any change in the identity of client’s Network Administrator.
5. Confidential Information
A. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by GREYSON TECHNOLOGIES and will not be disclosed or used by GREYSON TECHNOLOGIES except to the extent that such disclosure or use is reasonably necessary to the performance of GREYSON TECHNOLOGIES’ work.
B. All information relating to GREYSON TECHNOLOGIES that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement.
C. These obligations of confidentiality will extend for two (2) years after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
6. Warranty and Disclaimer
Client acknowledges that no computer system or software can be made completely stable or secure and that GREYSON TECHNOLOGIES cannot guarantee the stability, safety or security of client’s network or data. GREYSON TECHNOLOGIES warrants that the Network Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards and the time frame, if any, set forth in the description of Network Services herein. Client is solely responsible for implementing and monitoring appropriate operational and security procedures, and for making appropriate backup copies of all data. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
7. Limitation of Liability
In no event will GREYSON TECHNOLOGIES be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Network Services, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages. In no event will GREYSON TECHNOLOGIES be liable for any loss of data that may occur, regardless of the cause of such loss of data. The total liability of GREYSON TECHNOLOGIES for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of GREYSON TECHNOLOGIES, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to GREYSON TECHNOLOGIES for the Network Services during the three (3) month period preceding the date the claim arises.
8. Indemnification
Client will indemnify and hold GREYSON TECHNOLOGIES harmless against any claims by third parties, including all costs, expenses, and attorneys’ fees incurred by GREYSON TECHNOLOGIES therein, arising out of or in conjunction with Client’s performance under or breach of this Agreement.
9. Relation of Parties
The performance by GREYSON TECHNOLOGIES of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between GREYSON TECHNOLOGIES and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
10. Employee Solicitation/Hiring
During the period of this Agreement and for two (2) years thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.
11. Non-assignment
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
12. Arbitration
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Florida. The arbitration will be held in Florida. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
13. Attorneys’ Fees
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs from the other party.
14. Severability
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
15. Force Majeure
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.
16. No Waiver
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
17. Entire Agreement
This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein

Last updated June 7, 2019.