In this Service Engagement agreement, NETWORK PEOPLE, INC. (NETWORK PEOPLE) will be referred to as “NETWORK PEOPLE” and the customer will be referred to as “COMPANY.” This Agreement may be executed by facsimile, digital signature, and/or in multiple counterparts. Once executed by both parties, this Agreement shall be effective as of the Signing Date.
NETWORK PEOPLE will commence service under the terms of this agreement only after it receives and accepts this Agreement signed by a COMPANY authorized representative.
Service Engagement agreement will commence on the date that both parties have signed agreement. The Effective Start Date (day both parties sign) as listed on this Agreement shall remain in effect for the entire Term of the agreement.
COMPANY agrees to pay the charges for Service, for the agreed upon amount in the form of a retainer, monthly recurring, or hourly for the services covered under the scope of the Service Engagement agreement. Service charges may not include applicable taxes, shipping charges (if any), or remediation charges, all of which shall be billed in addition to the Service Charges (or billed by third party providers) and shall be the responsibility of the COMPANY to pay in full. Company will be notified of additional charges and have an opportunity to approve them before they occur. Once payment is made on any and all services, there are absolutely no refunds.
1.1. Initial Payment. In the case where COMPANY selects a retainer or monthly recurring fee, NETWORK PEOPLE will charge COMPANY upfront and the amount of the retainer or that month will be due in full upfront.
1.2. Monthly Recurring Fee. If COMPANY selects service with a Monthly Recurring Fee, NETWORK PEOPLE will bill COMPANY monthly in advance for services being provided under this Agreement. If service start date does not fall on the 1st of the month, cost of service will be prorated for the month according to actual start date. Payment is due in advance and on the 1st day of the month of which service is to be delivered.
1.3. Retainer Fee. If COMPANY selects service with a Retainer Fee, NETWORK PEOPLE will bill COMPANY in advance for services being provided under this agreement as a retainer. When COMPANY uses the full balance of dollars in the retainer, COMPANY will have the choice of renewing the retainer or continuing on an hourly basis instead. Payment is due in advance of the service to be delivered.
1.4. Payment for Services. All service charges and other fees will be paid in U.S. dollars. If payment is not received by the 15th of that month, a fee equal to the greater of $35.00 or 5% of that month’s Active IT Agreement will be assessed and services may be suspended until the late payment is received. Late payments will accrue interest at an annual rate of eighteen percent (18%). If payment is returned to NETWORK PEOPLE with insufficient funds, COMPANY is considered Not To Have Paid and subject to a returned check charge of $50 and service may be suspended. COMPANY understands that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. COMPANY shall pay any such taxes unless a valid exemption certificate is furnished to NETWORK PEOPLE for the state of use.
1.5. Payment for Work Outside the Scope. COMPANY understands that any and all Services or hardware or software requested by COMPANY that fall outside of the Scope of Work of this Agreement will be quoted and approved in advance and billed separately and due upon receipt of services.
2.1. Scope of Work (SOW). The list of services to be provided under this agreement will be found in the “Consulting Agreement” provided by NETWORK PEOPLE under “Scope of Work.”
2.2. Additional Expenses.
2.2.1. Work Outside the SOW. NETWORK PEOPLE may invoice COMPANY for Work Outside the SOW of this Agreement for the rate agreed upon in advance with the COMPANY. Work Outside SOW includes but is not excluded to troubleshooting, diagnosing, fixing, configuring of computers, mobile devices, or servers/printers/NOC equipment that is NOT itemized and paid for under the agreement.
2.2.2. Travel Time. Travel between NETWORK PEOPLE’S site and the COMPANY site will be subject to the hourly rate charged on this agreement for any travel to and from the COMPANY’s site.
2.2.3. Meals and Lodging. Daily meals and lodging may be billed to the COMPANY if services require travel of more than 50 miles from the NETWORK PEOPLE headquarters. Amount billed per day for meals and lodging will be charged at the following dollar amounts (standard hotel room near office if engineer needs to stay overnight, per diem of $60 for meals per engineer).
2.3. Service Hours and Rates. All Services will be handled as part of this Agreement under the “Service Response and Rates” section. All Work Outside the Scope of this Agreement will be billed under the provisions of the “Service Response and Rates.”
2.4. Support and Escalation. NETWORK PEOPLE will respond to COMPANY’S service requests as quickly as possible. Requests can be made:
3.1. Disclaimer of Third-Party Actions and Control. NETWORK PEOPLE does not and cannot control the flow of data to or from the network and other portions of the Internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which COMPANY connections to the Internet (or portions thereof) may be impaired or disrupted. NETWORK PEOPLE cannot guarantee that such situations will not occur and, accordingly, NETWORK PEOPLE disclaims any and all liability resulting from or related to such events.
4.1. Personal Injury. NETWORK PEOPLE will not be liable for any harm or personal injury to COMPANY personnel or COMPANY resulting from any cause, other than NETWORK PEOPLE’S gross negligence or willful misconduct.
4.2. Maximum Liability. Notwithstanding anything to the contrary in this Agreement, NETWORK PEOPLE’S maximum aggregate liability to COMPANY related to or in connection with this Agreement whether under theory of contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid by COMPANY to NETWORK PEOPLE.
5.1. Except as specifically set forth herein, the services are provided on an “as is” basis. Network People does not make, and hereby disclaims, any and all other express and implied warranties, including, but not limited, warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage, or trade practice. Network People does not warrant that the services will be uninterrupted, error-free, or completely secure.
6.1. By COMPANY. COMPANY agrees to indemnify NETWORK PEOPLE and hold harmless from and against any and all losses, liabilities, damages, fines, penalties, fees, assessments, costs and expenses (including, without limitation, interest and reasonable attorneys’ fees) paid, suffered or incurred by me as a result of or arising from any work done or relating to the services described above, except those losses or liabilities arising out of my negligence or intentional acts, or those of my agents or employees.
7.1 Both NETWORK PEOPLE and COMPANY agree NOT to poach employees from each other throughout the term of this agreement and any extensions. If an employee of NETWORK PEOPLE is hired directly by COMPANY as an employee or indirectly by COMPANY as a contractor under any payment arrangement, COMPANY agrees to pay NETWORK PEOPLE the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs. Conversely, if an employee of COMPANY is hired directly by NETWORK PEOPLE as an employee or indirectly by NETWORK PEOPLE as a contractor under any payment arrangement, NETWORK PEOPLE agrees to pay COMPANY the equivalent of three (3) years current compensation package for that employee (including salary, bonuses, retirement, and benefits) within 15 days of the hiring of that employee to cover training and replacement costs. Both companies, however, can make an exception to this clause if the terms of the hiring are agreed upon in writing BEFORE any conversation pertaining to this happens with the employee.
8.1. Cancellation by COMPANY and Early Termination Fee. COMPANY must give NETWORK PEOPLE a written notice of any cancellation or termination of services. COMPANY must send an email or fax with Company letterhead to NETWORK PEOPLE fax number located at their website; document must include the COMPANY name, description of services and effective cancellation date. In circumstance where COMPANY chooses to terminate the agreement early, COMPANY agrees to reimburse NETWORK PEOPLE for any and all discounts realized when signing the agreement. Any credit balance that may be present on the account, COMPANY has the option to use consulting time against that credit until the balance becomes $0. In such case as a credit balance exists, COMPANY has 180 days (6 months) from day of cancellation to use the credit otherwise the balance will be considered $0 on the 180th day.
8.2. Cancellation by NETWORK PEOPLE. NETWORK PEOPLE reserves the right to terminate this agreement if the terms are violated by the COMPANY. NETWORK PEOPLE will provide the COMPANY with ninety (30) days advanced written notice of termination of contract for cause and will allow the COMPANY ninety (30) days to cure any breach. NETWORK PEOPLE also reserves the right to withhold any refunds to COMPANY.
8.3. Bankruptcy. NETWORK PEOPLE may terminate this Agreement upon written notice to COMPANY if COMPANY becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.
9.1. The Parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this agreement and continue in full force and effect.
10.1 COMPANY grants NETWORK PEOPLE authorization to view any files within the regular routine of the repair or system improvement. COMPANY also authorizes NETWORK PEOPLE to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.
11.1 NETWORK PEOPLE and its agents will not use or disclose COMPANY information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.
12.1 In the event of any dispute between the parties, the parties agree to attempt to resolve the dispute in good-faith through a face-to-face meeting. In the event of any dispute which the parties cannot resolve after face-to-face good-faith discussions, the parties agree to participate in non-binding mediation within fourteen (14) days after demand for mediation by either party, prior to filing any litigation. The non-requesting party will choose the mediator. The costs of the mediation will be shared equally by the parties. If either party files any litigation prior to participating in mediation, then that party will pay all costs incurred, including legal fees, in having the matter dismissed or stayed pending mediation. Parties agree that the forum for any arbitration, mediation, or litigation shall be the Circuit Court of Pinellas County.
13.1 In the event that either party must take any action to enforce any term of this Agreement, including payment, each party agrees to pay their own attorneys’ fees and all their own costs, including but not limited to expert witness fees, court and process costs.
14.1 This Agreement and the rights, duties, obligations and liabilities of the parties under this Agreement and all amendments, modifications, authorizations or supplements to this Agreement shall be determined in accordance with the applicable provisions of the laws of the United States of America and of the State of Florida, as applicable to contracts made and to be performed entirely within that state, without reference to its doctrines or principles of conflicts of laws. Any action or proceeding arising out of or relating to this Agreement and the agreements, instruments, documents and other papers contemplated hereby shall be brought in the United States District Court for the District of Florida, or any state courts for the State of Florida situated in Pinellas County. The parties hereby consent to and agree to submit to the exclusive jurisdiction of such courts and waive and agree not to assert, in any dispute, to the fullest extent permitted by applicable law, any claim that (I) such party is not personally subject to the jurisdiction of such courts, (ii) such party and such party’s property is immune from any legal process issued by such courts, or (iii) any litigation commenced in such courts is brought in an inconvenient forum.
15.1 NETWORK PEOPLE is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.