The terms and conditions of this agreement are as follows:
PARTIES AND STATEMENT OF WORK
Dazmii Corp (hereafter called \"Dazmii\"), shall mean the company performing Service. \"Service\" means that specific services to be performed by Dazmii as set forth on the front of this agreement or in any agreement between Dazmii and client. \"Client\" refers to the person(s) or business entity ordering Service to be done by Dazmii and shall be responsible for the payment thereof. If the Client is ordering Service on behalf of another, the Client represents and warrants that the Client is the duly authorized agent of said party for the purpose of ordering and directing said Service. Unless otherwise stated in writing, the Client assumes sole responsibility for determining whether the nature of Service ordered by the Client is adequate and sufficient for the Client\'s intended purpose. In performing its Service, Dazmii shall be entitled to rely on Service of third parties, the representations of Client and the public record and shall be under no obligation to verify any of the foregoing. The ordering of additional service from Dazmii beyond the statement of work shall constitute acceptance of the terms of these General Conditions as to such additional services and/or support.
RIGHT OF ENTRY OR PERMISSION
The client shall provide rights of entry or access for Dazmii and/or their representatives and necessary permissions in order for Dazmii and/or their representative to complete Services. Permission requirement items include but are not limited to clip-board use, password management service, central document repository, server, database, and email communication.
- Unless otherwise specified in writing, the price for Service is based on the understanding that all components, systems, data, and applications are in fact in satisfactory condition or if any conditions are encountered that are not currently visible, disclosed or identified during assessment, Client agrees to pay Dazmii additional compensation based upon Dazmii's normal rates.
- Any alteration or deviation from the statement of work involving extra costs will be executed only upon written order and shall become an extra charge over and above the estimate or statement of work.
- Client agrees that Dazmii has the right to substitute resources with equal or better resources should the resources listed in the statement of work become unavailable for any reason. Dazmii has the right to make such substitution without notice to or permission from the Client.
SCHEDULING OF SERVICE OR WORK
If Dazmii is required to delay commencement of Service or work if, upon embarking upon its Service, Dazmii is required to stop or interrupt the progress of Service as a result in changes in the statement of work requested by the Client, to fulfill the requirements of third-parties, strikes, accidents or other interruptions in the progress of statement of work or service, or other causes beyond the direct control of Dazmii, additional charges may be applicable and payable by the Client and the approximate completion date of Service shall be extended to take into account the period of delay. Dazmii shall not be liable for any delay damages.
BUSINESS / CLIENT ADVISORY
Dazmii may require service interruptions to fulfill service or statement of work. These interruptions will not occur to environments that are considered Production without permission from Client. Client is however responsible for ensuring opportunity to perform service interruption is able to occur within a reasonable amount of time that does not impeded scheduling requirements. These service interruptions do not need to only occur after normal business hours. Dazmii is not responsible for work interruptions due to authorized service windows or direct permission to interrupt an environment.
- If either party fails to fulfill in a timely and proper manner their obligations under the agreement, the non-breaching party shall have the right to terminate this agreement by written notice of termination, specifying the effective date thereof, at least two (2) business days before effective date , in which event the Client shall be obligated to immediately pay Dazmii compensation based on Dazmii\'s normal rates for any Service completed prior to the effective date of termination, including charges for both labor performed or purchased by Dazmii prior to such date, in addition to Dazmii's overhead and profit on the portion of Service which remains uncompleted as of the cancellation date.
- In the event Client cancels this agreement more than three (3) business days after the date of the agreement, for any reason not related to Dazmii\'s failure to fulfill in a timely and proper manner its obligations under this agreement, Client shall be obligated to pay to Dazmii, as liquidated damages and not as a penalty, a sum of money equal to twenty-five percent (25%) of the contract price, or Dazmii\'s charges for labor and service provided prior to cancellation, whichever amount is greater.
Service will be performed in accordance with this agreement, these General Conditions, and generally accepted practices. Quality is guaranteed as indicated in the contract or statement of work between Dazmii & Client. Manufacturers\' product warranty on product(s) and Dazmii product(s) are described in contract or statement of work. The foregoing warranties and remedies are exclusive and in lieu of all other warranties, remedies, guaranties, and liabilities, expressed or implied, arising by law or otherwise, included, without limitation, the implied warranties of merchantability and fitness for a particular purpose, all of which are expressly excluded. All warranties are void if sums due to Dazmii are not paid in full, or if unauthorized service, alterations or adjustments have been made to any Service or work performed by Dazmii.
- All payments are due in full within 30 days of invoice date unless other arrangements are made in writing, agreed to, and signed by both Dazmii and client. If payments due under this agreement are not paid in full within thirty (30) days of the date such payments are due, Dazmii reserves the right to pursue all appropriate remedies, including stopping Service with two (2) days prior written notice.
- If at any time an invoice remains unpaid for a period in excess of thirty (30) days, a service charge of one and on half percent (1-1/2%) per month from the date of original invoice, an effective maximum rate of eighteen percent (18%) per annum, will be charged on past due accounts.
- Timely payment of amounts due under this agreement is a condition of this agreement. Failure to make payments in full within the time limits stated above will be considered substantial non-compliance with the terms of this agreement and will be cause for termination of this agreement if Dazmii so chooses.
- In the event a lien or suit is filed by Dazmii to collect any amounts owed under this agreement, Client agrees to pay Dazmii reasonable attorney\'s fees, plus all costs and other expenses incurred by Dazmii in connection with such lien or suit.
LIMITATION OF LIABILITY
- Dazmii shall not be liable for damages of any kind which result from fire, flood, strike, third parties, acts of god, acts of terrorism, or by any other circumstances which are beyond the control of Dazmii including but not limited to severe weather.
- Dazmii\'s liability for damages of any kind due to breach of warranty, contract, error, omission or negligence or any tort shall be limited to a maximum of the total amount paid to Dazmii under this contract. Under no circumstances shall Dazmii be liable for special, indirect or consequential damages.
- In the event Client desires to make any claim against Dazmii, Client shall provide Dazmii with written notice of the claim within seven days from the date Client, or its agents, first discovers the claims or the same shall be barred. Any claims against Dazmii brought on this contract or in any way arising out of this contract must be filed within one year from the time the cause of action accrued, or it shall be time barred.
- Under no circumstances shall any employee, stockholder, officer or agent of Dazmii have any individual liability to the Client, notwithstanding the aforesaid, in the event any judgment is entered against any such individual, Client agrees to look exclusively to the assets of Dazmii for satisfaction of said judgment.
Dazmii to carry workmen\'s compensation and Public General Liability Insurance on above Service or work. Client to carry other necessary insurance.
In the event that any provisions herein shall be deemed invalid or unenforceable, the other provisions hereof shall remain in full force and effect and binding upon the parties hereto.
This contract constitutes the entire understanding of the parties and no other understanding, collateral or otherwise, shall be binding unless in writing and signed by all parties hereto.
If the Client is not a consumer, as defined in the Fair Debt Collection Practices Act, any claim arising out of or related to the Agreement shall be brought in the Courts of Pierce County Washington and venue is proper there. This contract shall be interpreted, administered, and enforced in accordance with the Laws of the Commonwealth of Washington.
Dazmii is not responsible for loss of any income that may have occurred pre, during, or post Service or work. This includes if project runs over-schedule.