1. PAYMENTS
If your proposal includes software that is purchased as a perpetual license (where you pay one time for the software), the initial invoice for your project will include the total software cost, plus a payment toward implementation and training services associated with this project. The project will kick off upon receipt of this initial payment. Your Project Manager will then work with you to build out the due dates for the remaining balance due. Our travel fees will be billed on the invoice following an onsite visit in accordance with our travel reimbursement policy. Prompt payment is expected upon receipt of an invoice. Any delays in payment beyond 30 days from the invoice date will incur a late fee of 1.5% per month on the outstanding balance, unless otherwise agreed upon in writing.
2. BILLING
Our proposal is based on projects we have done like yours, in scope and size. If anything substantial comes up that is unexpected or was not contemplated in the original scope, we may provide a change order for your review and signature. At the end of your project, we will send you a final project invoice. If you have any disagreement with any of our invoices, please contact us with your concern as quickly as possible so we can work with you to resolve any issues. Of course, we would appreciate prompt payment of an invoice. Any delays in payment beyond 30 days from the invoice date will incur a late fee of 1.5% per month on the outstanding balance, unless otherwise agreed upon in writing.
3. WARRANTIES AND DISCLAIMERS
All services performed by us will be performed at a standard commensurate with the highest commercial standards and practices in the legal technology industry. Whenever migrating, converting, or cleaning up your data, before we begin working with it, it is our policy to back up your data whenever possible. We strongly advise that you can never have too many backups and it is your responsibility to perform a complete backup of your data before we begin a project. In the unlikely event of any data loss, you agree that our liability for damages with respect to loss of data and/or any and all services provided shall in no event exceed the charges previously paid by your office to us for these services. You further agree that we are not responsible for incidental, consequential or punitive damages of any kind. The developers/manufacturers of the installed products provide warranties for any computer software products installed as part of this engagement. ACG offers no warranties, express or implied, regarding the functionality or capabilities of the software products implemented as part of this engagement. Further, you warrant that your system is compliant with the software’s requirements.
4. YOUR PARTICIPATION
Your participation in the project is critical to the project’s success. The nature of a project like this requires participation and involvement from you and your team. We will seek your guidance, approval, and validation as this project proceeds. If your project includes data conversion, your approval of the data must be made at multiple stages to ensure accuracy. The ultimate success will depend on your team and the effort contributed to the implementation as well as your providing requisite information to us in a timely fashion.
5. TIMELINE
The project timeline will be outlined and agreed upon at the start of the project. Once the timeline is set, Affinity will commit the necessary resources to the project. If the client requires an adjustment to the timeline, we may need to charge a resource reallocation fee. During the timeline adjustment discussion, we will discuss the options, and come to an agreement that makes sense for both parties.
For effective project execution, Affinity Consulting may require specific levels of access to the client’s systems. This could include, but is not limited to, administrative permissions, VPN access, or even physical access to servers. Clients agree to facilitate such access in a timely manner to avoid delays in project timelines.
6. VENDOR MAINTENANCE CONTRACTS
It is critical that you purchase a maintenance agreement from the software vendor (i.e. the company that writes, produces and develops the software product you are purchasing). If your software is purchased via subscription, keeping your account current with the software vendor will include support and maintenance. We understand that some of our clients would rather just call us when they have a software issue, and if that is your preference, you can subscribe to one of our membership programs. Even if you opt to use one of Affinity’s membership programs, you still must keep your subscription active, or your vendor support current.
7. REFUNDS
Sale of software is subject to vendor warranties including money-back guarantees. The software vendor is in complete control of refunds, and any claims for a refund must be taken directly to the software vendor. Once performed, Affinity services are non-refundable.
8. CONFIDENTIALITY
Our company recognizes that you have certain ethical and legal obligations to keep your client information confidential. We understand and agree to hold all of your office’s proprietary, client, and work product information that we may learn in conjunction with our services in complete confidence. We will not disclose the information to anyone outside of our company. This may include business records, financial plans, customer lists and records, trade secrets, technical information, work product, client files, identity, and billing information. This statement extends to any estimate, correspondence between us, system requirements, certification or invoices. You may not share our proprietary information outside your firm, including checklists, getting-ready kits, proposals, and training documentation.
9. TERMINATION CLAUSE
Either party may choose to terminate the project prematurely. In such cases, a written notice must be provided 30 days in advance. Fees for services rendered up to the point of termination will still be due. A termination fee equivalent to 15% of the remaining project balance may also be applicable, as this will account for the allocation of resources and efforts invested in anticipation of project completion.
10. INTELLECTUAL PROPERTY
All custom solutions, code, and documentation created during the project will remain the property of Affinity Consulting. Clients are granted a non-exclusive, non-transferable license to use these custom solutions for their internal business operations only. Any attempt to sell, modify, or distribute the intellectual property of Affinity will be considered a breach of this agreement.
11. NON-SOLICITATION
To safeguard the integrity of our business relationships, clients agree not to solicit or hire any Affinity Consulting staff for a period of 12 months following the completion of any project.
12. DISPUTE RESOLUTION
Should any disputes arise between the parties, the first step is to attempt resolution through mediation. If mediation proves unsuccessful, the dispute will be escalated to binding arbitration. The parties may only resort to formal legal proceedings as a last resort.
13. DATA AND PRIVACY COMPLIANCE
Affinity Consulting adheres strictly to data protection laws, regulations and internal policies relevant to the legal sector. We employ best practices in encrypting and securing data during transfer and storage. By entering into an agreement with us, clients confirm their understanding and compliance with these data protection measures.
14. INDEMNIFICATION
Both parties agree to indemnify and hold each other harmless against any claims, losses, and damages incurred as a result of third-party actions related to the project. This indemnification will not apply in cases of gross negligence or willful misconduct by either party.
15. JURISDICTION
Any legal disputes arising from this project will be governed by the laws of the State of Georgia, regardless of the client’s location. Both parties agree to submit to the jurisdiction of the courts located within the State of Georgia for the resolution of any legal matters pertaining to this agreement.
By Accepting this proposal, you agree to the terms and conditions set forth above.
Last revised: 09/28/2023