Additional Terms and Conditions
Under Kentucky law, the parties to this Agreement hereby agree as follows:
1. SCOPE OF WORK
BT will begin implementation and/or management of the Clients Scope of Work ("Services") as described herein or via written and signed addendum(s). All terms and conditions herein will remain active in perpetuity with any addendums unless specifically stated or modified in writing via an addendum.
Non-Recurring Services: All Services that DO NOT recur will be delivered as quickly as reasonably possible and according to the verbal or written understanding of such timeframe for completion determined between the Client and BT.
Recurring Services: All Services that DO recur will be delivered for a period of one (1) year commencing on the Signature Date hereof unless otherwise stated herein or terminated earlier under the terms of this Agreement. This Agreement WILL AUTOMATICALLY RENEW for subsequent one-year periods unless a Party provides written notice of non-renewal at least sixty (60) days before the applicable period's expiration.
The Client agrees to pay for all Services stated within this Agreement, according to the above amounts which are to be paid timely by good check, cash, money order, credit card, or debit card. Any amounts over $500 must be paid by check or ACH, or if desired, can be paid by credit card with an additional 3% fee added to that payment amount or billed by BT at a later date. If full payment in good funds is not received by the fifth day of the due date, a late penalty of ten percent (10%) of the unpaid balance, plus $5.00 per day, will be added to the monthly amount. An additional $25.00 will be charged for any bad checks.
4. FAILURE TO PAY
Client acknowledges that its failure to pay any amounts due hereunder timely, or any portion thereof, shall be a material breach of this Agreement for which BT may, in addition to pursuing all other remedies, immediately suspend all Services and may terminate this Agreement. Client shall reimburse BT for all expenses incurred by BT in exercising any of its rights under this Agreement or applicable law concerning a default in payment or another breach of this Agreement by Client, including reasonable attorneys' fees and the fees of any collection agency retained BT. If the Client does not pay for BT's Services when invoiced and within the Client's responsibility within this Agreement for any reason, BT will attempt to collect payment for such Services rendered using any and all previous payment methods willingly provided to BT and on file for any other purposes which may include other credit cards or bank accounts.
5. ADDITIONAL SERVICES
Work requests by the Client which are considered by BT to be outside of the scope of work will be billed at a rate between $80 - $150 per hour, depending on the requested Service, on a case-by-case basis. The Client must approve verbally or in writing any work that BT considers outside of this scope of work before any billing can be deemed payable.
6. TIMING AND ACCEPTANCE
BT will prioritize the Services' performance and undertake commercially reasonable efforts to perform the Services with the highest quality and professionalism. The Client agrees to promptly review any deliverables and provide written comments and corrections to BT if needed.
Quality and professional communication between Client and BT is ESSENTIAL at all times and should be done via the company email: firstname.lastname@example.org or the company phone 859-523-3053 or scheduled via online or personal appointments. The client and the client's personnel must cooperate timely and professionally with BT and provide assistance, technical information, and feedback as reasonably requested so that BT can effectively execute Services. It is the Client's sole responsibility to review, quality check, and provide BT's deliverables' final approval within the requested periods. Change requests received after the final approval will be billed separately.
If the Client or BT becomes dissatisfied with the delivery of or efficiency of Services described in this Agreement, the parties must inform each other in writing. If the Services are delivered monthly, a "30 Day Warning to Cure" notice must be provided by either party, listing specific clarity on the exact, realistic improvements that need to be cured prior to termination. If either Party does not correct the request to cure within thirty (30) days of receipt of written notice, then either Party may terminate this Agreement on sixty (60) days written notice of termination "Termination Notice." No Termination Notice by Client shall be effective unless accompanied by payment of all amounts then due and owing to BT up to and including the Termination Notice date. All other amounts due to BT shall be due and payable on such termination's effective date.
The Client permits BT to reproduce, publish, and display any work delivered to the Client and publicly be credited with authorship of the work. BT will be free at any time to use such work and any data collected during the deliverability of Services to improve and enhance BT's offerings for professional advancement. If the Client feels as though BT has misrepresented the Client, then the Client may send a written request to BT for removal of such publication.
10. NON-SOLICITATION OF PERSONNEL
Each Party agrees not to hire, solicit for hire, or permit hiring the other Party's personnel directly or indirectly if the other Party still employs the personnel. If breached, the affected Party would be entitled to injunctive relief in addition to all other remedies available by law. This paragraph shall survive the termination of this Agreement.
11. WARRANTY DISCLAIMER
BT will do its best but makes no guarantee of results, and makes no representation or warranty that any Services or deliverables will be uninterrupted or error-free. No warranty can be made that deliverables are complete or suitable for the Client's purpose; therefore, it is the Client's sole responsibility to review, quality check, and assume full acceptance of all deliverables provided by BT at all times. The Client agrees that BT shall not be liable to Client for any damages of any kind and hereby irrevocably agrees to hold BT and personnel and agents harmless for any matter.
12. CONFIDENTIAL INFORMATION
Each Party, its agents, and employees shall hold and maintain in the strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations according to this Agreement.
13. INDEPENDENT CONTRACTOR
BT is an independent contractor, not an employee of the Client. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as an agent for the other Party.
14. THIS AGREEMENT
No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties' authorized representatives. This Agreement may be executed in counterparts or addendums, and all of which, taken together, shall constitute the same Agreement. If any action or proceeding is brought to enforce any term, covenant, or condition of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and related expenses.
If for any reason the Client is not satisfied with work performed by BT within the first 30 days, then the Client may terminate this Agreement, and any monies not already invested in labor or other Services will be prorated and refunded to the Client.
The client HAS READ THIS AGREEMENT CAREFULLY, UNDERSTANDS, AND AGREES TO ITS TERMS, and a duly authorized representative has executed this Agreement accordingly.