FocusCopy Fixed Price Contract Terms & Conditions

This project is non-cancellable upon the signing of Statement of Work (SOW). You may postpone or delay any part of the work, as you deem necessary. For any rescheduling of services requested by “Customer” within five (5) business days of the start date of such services, Customer shall incur all costs to modify travel arrangements and other related expenses.

Should the customer elect to suspend the project in excess of sixty (60) business days, the project will be deemed completed, unless such suspension is due to a force majeure event.

The invoice for additional costs is issued against the existing purchase order. When and if the solution is started, the Customer agrees to issue an amended purchase order to cover any additional costs.

FocusCopy makes the following assumptions in regard to this business agreement with Customer. The Customer is responsible for:

1. Furnishing FocusCopy with information and data on Customer activities and existing systems, as reasonably required to achieve the project objectives.
2. Ensuring the availability and responsiveness of key personnel needed to support the execution of the project.

FocusCopy further requires understanding and agreement on the following:

1. This Statement of Work (SOW) and the prices quoted herein are valid for 30 days.
2. Customer will pay all pre-approved third-party transaction costs associated with this statement of work.
3. All dollar amounts are in US Dollars, unless otherwise noted
4. It is agreed and understood that in the event there is any breach of this agreement, FocusCopy shall be liable only to repair or replace the products and services provided hereunder and shall not be responsible for any other special or consequential damages that might result.
5. All services are performed remotely. If on-site services are desired/required, then travel, accommodation, and incidental expenses will be billed as actuals.
6. Customer will own all rights, title, and interest in and to the deliverables. FocusCopy retains on an exclusive basis all right, title, and interest in and to any intellectual property previously developed, delivered and/or used by FocusCopy in the performance of this SOW. This clause shall not affect the ownership of any pre-existing materials of Customer and FocusCopy, respectfully. To the extent any FocusCopy intellectual property is contained in the deliverables, Customer’s use of the deliverables will be for internal purposes only. Any FocusCopy intellectual property contained in the deliverables will not be used separately from the deliverables.
7. FocusCopy disclaims all express, and implied warranties, representations, and conditions with respect to services and any deliverables. FocusCopy will perform all services in a complete, professional, and workmanlike manner according to the project details described in this SOW.
8. A party’s liability for any claim arising under or related to this SOW shall be limited to direct damages and shall not exceed the amount paid under the SOW. The limitation in this section doesn’t apply to a party’s infringement of the other party’s intellectual property rights. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages arising under or relating to this SOW, even if the other party has been advised of the possibility of such damages.
9. If any legal action is necessary to enforce the terms of this SOW, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief.
10. This SOW completely and exclusively states the agreement of the parties regarding its subject matter. It supersedes, and its terms govern all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter, unless expressly stated in prior proposal, agreement, or communication. Amendment of this agreement is only permitted by a subsequently dated written amendment signed on behalf of FocusCopy and Customer by their authorized representatives, and any provision on a purchase order purporting to supplement or vary the provisions contained in this SOW shall be void.
11. Any professional services requested by Customer that are not part of this Statement of Work are considered out-of-scope work. Out-of-scope work is arranged by using FocusCopy’s Change Request Form. Out-of-scope work is any service that is not described in this SOW, including cost adjustments.
12. Unless otherwise agreed to, this Agreement shall be deemed to have been made in, and construed by the laws of the State of Texas. Any dispute stemming from this Agreement shall be heard before the appropriate Texas court.
13. Customer will have a five (5) business day period (“Evaluation Period”) to verify that Deliverables are in substantial conformance with the specifications as set forth in this SOW. If Customer notifies FocusCopy that Deliverables are not in substantial conformance with the specifications as set forth in this SOW (“Nonconformity”) before expiration of the Evaluation Period, FocusCopy will, at its expense, promptly correct such Nonconformity, whereupon Customer will receive an additional five (5) business day evaluation period, commencing upon Customer’s receipt of the corrected Deliverable(s) to verify that the previously reported Nonconformity has been corrected. If such Nonconformity remains uncorrected, Customer may require FocusCopy to continue to attempt to correct such Nonconformities in accordance with this provision. In other non-legalize words, if we mess up, we fix it. 
14. FocusCopy may request and be granted permission at no cost to use images of final copy resulting from this project as part of its public portfolio and marketing activities provided that the material has been publicly displayed or distributed by the Customer. All such materials will include the name or logo associated with the customer to provide them with additional secondary publicity at no cost to the Customer.
15. The parties agree that the terms and conditions herein shall not set a precedent with regards to the terms and conditions of any future Statement of Work entered into between the parties.