Hourly works terms
These terms apply to all hourly works orders placed on www.salmon-ecommerce.com as of September 16, 2017.1. Definitions
In this Agreement the following terms, when starting with a capital letter, have the meanings shown:- Customer means the party who is placing or has placed an order.
- Seller means the party who is receiving or has received the order.
2. Background
This terms complete the Terms of Sale in the area of Seller providing billed per time amount works to Customer, such but not limited to as 'Web development', 'SEO consulting', 'VIP support'.3. Precedence
This Agreement extends the Terms of Sale. Any provision in this Agreement is construed 'as in the Terms of Sale' plus 'as per this Agreement'. In case of conflicts between provisions, the terms in this Agreement have precedence over the Terms of Sale, with regards only to such provisions and only for the purpose of this Agreement.
4. Billing
Service is invoiced per a specified amount of time, which is made of billing units.
A billing unit is one hour or, if otherwise stated, a fraction of an hour, a multiple of such fraction.
Any started billing unit is due in full.
Once provisioned, billing units are consumed by Supplier in the course of handling any tasks agreed with Customer.
Unconsumed billing units remain available until service expiration or, if none specified, for 1 year starting from purchase.
4. Applied time
Whereas service is sold as per a specific amount of time, Seller will provide a mean for Customer to verify such amount of time has been applied. Unless otherwise agreed, this can be access to involved man-hours logs with handled tasks description.
If reasonably applicable, at anytime during service being delivered, Customer may request access to worker's screen in order to follow up with service time consumption.
5. Delivered works property
Except otherwise stated in any agreement between Seller and Customer, and unless an order cancellation or refund arise as per the applicable Terms of Sale, delivered works are property of Customer.
However, if such works or parts of it are clearly identified or being notified as property or under license of any third party, including Seller, such works or parts of it are property of their respective owner(s) and Customer agree to comply with any relevant license and obligations.
6. Delivery
Service is deemed delivered when Seller provides Customer a notice the service has been applied or started.
Should Customer request so, Seller has the obligation to consume any unconsumed billing units within reasonable delay. Reasonable delay should be construed as the amount of time which is fairly necessary, conveniently, to perform the purchased service, as soon as circumstances permit.
Customer acknowledge and agree such reasonable delay is subject to, but not only, Seller human resources availability, variations in work load, technical constraints.
7. Service delay
Should Customer had expressed deadlines expectations, Seller will genuinely try to meet them and let Customer know if Seller believe it can not be meet with at anytime prior and during service completion.
Seller has the obligation to perform in good faith for the benefit of Customer, however no penalty or claim of any sort should be applicable based on expected delay nor for damages suffered due to a delay in the execution of the service.
8. Suspension
With precedence over provisions in 6 and 7, Supplier may suspend any service if Customer has any outstanding invoice which is not fully paid or is in breach, violation, under scrutiny, verification, of any agreement with Supplier.
9. Nature of works
Whereas service is sold as per a specific amount of time, Customer will provide guidelines to Seller as to the nature of works, specifications, milestones.
Customer will communicate with Seller on a regular basis 'as needed' in order for Seller to duly complete works.
Customer should make available any relevant information that Seller deems necessary to handle technical issues in the Customer interest.
10. Consulting
Whereas service involves consulting, Seller has the obligation to provide recommendations, advises, suggestions in good faith and at its best knowledge level.
11. Non Disclosure agreement
Both Customer and Seller can request a non disclosure agreement be duly entered into prior disclosing any information Seller or Customer deems confidential.
12. Termination
Supplier may terminate service if Customer is in breach of any material term, condition or provision of this Agreement and any related agreement or of any material provision required by law.
All rights and obligations of the parties under this Agreement will automatically cease upon termination except for such rights of action that have accrued prior to termination and any rights or obligations under this Agreement or at law, which expressly or by implication come into or continue in force on or after termination.
13. Liability
Without prejudice to the bellow, the Supplier’s aggregate liability to the Customer for direct loss or damage, whether arising in contract, law or tort, shall not exceed 110% of the fees payable under this Agreement.
The Supplier shall have no liability to the Customer for any indirect, special or consequential loss or damage, loss of profits, business, revenue or goodwill whether arising in contract, law or tort.
The Supplier makes no representation express or implied with regard to the fitness of the services for any particular purpose.
14. Waiver
Failure by either party to enforce any of the provisions of this Agreement will not represent a waiver of such rights and will not affect the validity of this Agreement nor affect that party's rights to take subsequent action.
15. Amendments and revisions
This Agreement is subject to Seller's updates as per Terms of Sale.
Continuing to use the services of this Agreement after the effective date constitute Customer acceptance of the latest revision of this Agreement and any related agreement.
Should Customer object to this Agreement updates, Customer sole recourse shall be to cease using the services, in which case Seller will, at Seller sole discretion, either agree to pursue under the current terms or offer Customer a prorated refund based on the amounts Customer have prepaid for the services and Customer services termination date.
Other than above, this Agreement may only be amended by the mutual written agreement of the parties.
16. Severability
If any competent authority finds any part of this Agreement to be invalid, unlawful or unenforceable, this Agreement will be deemed to be amended to the extent required to remove the competent authority’s finding but so as to allow the rest of this Agreement to remain valid and unaffected to the fullest possible extent.
17. Force Majeure
Except for the obligation to make payments properly due, neither party will be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, provided that the affected party promptly gives the other written notice of such delay or failure and circumstances and that the affected party uses reasonable endeavours to mitigate the delay or failure.