Professional Services Terms and Conditions
EPIC DIGITAL PRO
STANDARD TERMS AND CONDITIONS
THIS AGREEMENT GOVERNS CUSTOMER’S PURCHASE AND RECEIPT OF EPIC DIGITAL PRO Services. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY ACCEPTING THIS AGREEMENT, BY (1) ACCEPTING SIGNED OR VERBALLY INDICATING ACCEPTANCE, OR (2) EXECUTING A STATEMENT OF WORK (“SOW”) OR ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE PROFESSIONAL SERVICES.
Services & Statements of Work
The Services to be covered under this Agreement are set forth in one or more Statements of Work ("SOW"), together with any Exhibits, which shall reference this Agreement; and the terms and conditions contained herein will be a part of any such Statements of Work or Exhibits. In the event, the Client chooses to order products or Services from Epic Digital Pro or any of its Affiliates ("Service Provider") utilizing the Internet or Service Provider’s website services. the terms and conditions contained therein shall apply to any such products or services ordered. The cost, installation, and functioning of all products not provided by Service Provider in rendering Services hereunder. shall be Client’s sole responsibility.
Pricing & Terms of Payment
(a) The price for Services to be provided will be set forth in Exhibits or SOWs. Service Provider may, after the initial term of an Exhibit of Statement of Work, increase charges for Services by giving the Client thirty (30) days written notice.
(b) All terms are net 24 hours after completion of the work unless otherwise specified in the SOW, contingent upon Client qualifying for credit with Service Provider. Should Client not qualify for sufficient credit with Service Provider, payment must be made via other acceptable forms such as check, cash, credit card, prepayment, or transferring to the account. Failure to pay within specified terms may at the option of Service Provider result in the suspension of the contract, imposition of interest charges at the rate of a 1.5% per month or the highest allowed by law, whichever is lower and may result in the termination of the contract by Service Provider without upon written notice.
(c) The SOW shall specify whether the contract and amount for services provided. All reasonable travel, lodging, car rentals, and meal expenses will not be billed o the Client unless otherwise specified in SOW or Exhibit.
(d) Any sales and use taxes shall be added to the invoice. In the event Client claims exemption from sales and use taxes, Client must provide Service Provider with the appropriate tax exemption certificate from the taxing authority.
(e) Cancellation and Correction Fee Policies
You may cancel your order any time prior to approving final work if cancelation was made prior to 24 hours of scheduling the shooting for the 3D scanning charges cancelation and rescheduling fees will not – if cancelation is made within 24 hours of appointment fees up to $120 can be apply to the client. Full payment is due after your proof is approved. If you find problems with your final, you can either send us a corrected file or submit up to two rounds of minor corrections for us to make at no charge. Extensive corrections and/or design work may be subject to additional fees. Of course, there is never a charge for any corrections needed as a result of any errors we introduced in preparing your proof.
(f) Satisfaction guarantees for real state packages - if for any reason you are not fully satisfied with your final work, we will cancel the order and not publish the work or provide a refund if pre-payment. We reserve the right to cancel the order and not publish the final work at any time when payment is not made or order cancelation.
(G) Satisfaction guarantees for all other packages besides real state – if final work is deemed not to meet the client expectations. Epic Digital Pro reserved the right to evaluate each case and client concerns and depending on the size of work and how many hours on the project Epic Digital Pro reserves the right to charge the client cancelation fee up to $350 when client demand is not funded in facts for quality. We reserve the right to cancel the order and not publish the final work at any time when payment is not made or order cancelation.
Fees & Taxes
Client, at its expense, shall pay, discharge, and be responsible for, all licensee fees, business, sales, use, or other similar taxes or assessments charged or levied by reason of anything performed under this Agreement, excluding, however, all taxes and assessments applicable to Service Provider income or applicable to Service Provider property. If Service Provider is required to remit any fee, tax, or duty on behalf of or for the account of Client, Client will reimburse Service Provider within ten (10) days after Service Provider notifies Client in writing of such remittance.
Except for any Deliverables as set forth in a SOW, Service Provider does not convey or transfer nor does Client obtain any right or interest in any of the software programs, systems, tools, data or materials or process utilized or provided by Service Provider in connection with the performance of this Agreement, Service Provider grants to client a provisional use of the technology embedded in the Services per package offering
Client represents and warrants to Service Provider that Client has the right to authorize Service Provider to access the property, take any pictures and measurement to develop a 3D scanning of the property which are or become subject to this Agreement.
Client, at its expense, shall:
a. Allow employees or agents of Service Provider reasonable access to the premises and facilities where the Service is to be provided, and Client shall not require Service Provider’s personnel to sign any document that has not been approved in advance by Service Provider.
b. Provide appropriate electric current for any necessary purpose with suitable outlets for lighting and quality.
c. Provide safe, suitable, and easily accessible floor space, adjacent to where Service will be provided.
d. Provide suitable environmental conditions for installation as may be specified in a SOW.
e. Provide reasonable assistance to Service Provider as requested.
f. Provide a clean and organize a place for best and optimum results. Epic Digital Pro is not responsible for organizing, cleaning, and arranging a place for 3D scanning.
g. Use the Services only on or with equipment and software recommended by Client, or the applicable manufacturers and software providers.
Upon the failure of Client to comply with the responsibilities set forth in this Section ("Non-compliance"), Service Provider may, at its option, refuse to perform any Service where Non-compliance has occurred until such Non-compliance has been cured to the reasonable satisfaction of Service Provider without any liability or obligation under this Agreement or any applicable law; provided further, that Service Provider may charge Client at its then-current labor rates for any Service call at which no Service was performed by Service Provider as a result of Non-compliance.
(a) Epic Digital Pro. Service Provider shall provide technical Services in a good workmanlike and professional manner consistent with current industry standards, and that such Services shall for a period stated on the packages provided - following completion conform to the specifications in the Scope of Work. The foregoing limited warranty is contingent upon Client fulfilling the Client responsibilities set forth above and any other conditions that may be specified in the applicable SOW. All product and Service completion schedules provided by Service Provider are estimates and are provided for planning purposes only.
In the event Client finds any Services provided hereunder to be defective or nonconforming during the satisfaction guarantee period which is 24 hours after the completion of the job - subject to the limitations set forth above, Service Provider shall promptly correct such Services to the reasonable satisfaction of Client in accordance with the specifications set forth in the SOW or canceling an order. In the event such corrected Services fail to comply with the specifications set forth in the SOW, then at Provider’s option, Service Provider shall again promptly correct such Services or shall reimburse to Client for any pre-payments made to Service Provider for such Services. The foregoing constitutes the Client's sole remedy for Service warranty claims relating to 3D Scanning and technical Services.
To the extent Service Provider is supplying third-party hardware or software as part of the Services, such hardware and software shall be provided with the manufacturers’ or publishers’ standard end-user warranties if any. Service Provider makes no independent warranties with regards to third-party hardware or software.
(b) Personnel Services. Warranties, if any, relating to the provision of personnel placement and recruiting Services will be as set forth in the applicable SOW.
Disclaimer of All Other Warranties
WITH THE EXCEPTION OF THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED UNDER LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT PROMISE THAT THE PRODUCTS OR SERVICES PROVIDED WILL BE ERROR-FREE OR THAT CLIENT’S FINAL WORK SOFTWARE WILL OPERATE WITHOUT INTERRUPTION.
Limitation of Liability
SERVICE PROVIDER WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF PROFIT, LOST TIME, LOSS OF DATA, LOSS OF USE OF ANY SUCH EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, TECHNOLOGY OR SERVICES, OR ANY OTHER DAMAGES RESULTING FROM THE INTERRUPTION OF ANY SERVICE AND SOFTWARE, OR FROM DELAYS IN SERVICING OR THE INABILITY TO RENDER SERVICE ON ANY COMPUTER PRODUCTS, HARDWARE OR SOFTWARE EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.
Service Provider shall not be responsible for damages caused by (i) accidents, misuse, misapplication, or neglect of Client or any of its agents or employees or as result of Service by any person other than a Service Provider representative.
Internet/Transmission Disclaimer. Service Provider does not and cannot control the flow of data over the Internet or the integrity of the Internet (the global system of interconnected computer networks). Therefore, Service Provider disclaims all liability for loss of data, corruption of data, or inability to provide Services, as a result of disruptions, slowdowns, breakdowns, or other technical issues affecting the Internet.
Completion of Services
(a) Completion of Services shall for products and services such as 3D Scanning that do not require installation or Services an Acceptance for Services Delivered form is not required and Acceptance shall occur upon delivery of products to Client using email, Messages or any sort of communication means.
(b) If provided for in the Statement of Work, an Acceptance Plan may be co-developed by Service Provider and Client and used to determine the successful completion of the deliverables and final acceptance.
Unless otherwise stated herein, the term of this Agreement shall be from the execution of the SOW Acceptance Page until the client's acceptance of the completion of Services as described in Section 5 of this Agreement.
Right of Termination
(a) Service Provider:
If Service Provider is unable to furnish dates to book the 3D scanning, then Service Provider may cancel coverage for that item under the Agreement, and Service Provider will refund the pre-payment of the services.
(b) Mutual Rights of Termination:
Either party may terminate this Agreement at any time if the other party breaches any material provision hereof and fails within fourteen (2) days after receipt of notice of default to correct such default promptly or to commence corrective action reasonably acceptable to the aggrieved party and proceed with diligence to completion.
After the initial term, unless dates are otherwise designated for specific Services set forth in an Exhibit or Statement of Work, either Party hereto shall have the right to terminate this Agreement. In accordance with section 2 of this contract Service provider and the client can cancel without cause, without penalty, and without liability when this is not in conflict with sections of this contract for any damages as a result of such termination at any time giving the other Party at least thirty 24 hours’ notice of cancelation prior to initiating first 3D scan. Client shall be obligated to pay Service Provider for (i) all products and services provided by Service Provider in accordance with this Agreement at any time on or prior to the effective date of termination; and (ii) all incidental costs and expenses incurred by Service Provider in accordance with this Agreement at any time on or prior to the effective date of termination.
(a) Each party shall retain all rights to its Confidential Material. Each receiving party agrees to take such measures to prevent the unauthorized disclosure to third parties of Confidential Material, as it would take to prevent disclosure of its own proprietary or confidential information but in no event less than reasonable measures. To the extent practicable, information protected by this Agreement shall be marked "Confidential". Information exchanged prior to the date of this Agreement shall be considered Confidential Material.
(b) Disclosure will be limited to such employees and agents of receiving party as necessary for proper evaluation and provision of Services under this Agreement. In the event the receiving party must secure the Services of a third party for proper evaluation, the receiving party shall obtain an agreement from such a third party at least as restrictive as this Agreement. Receiving Party shall disclose such agreements to other parties upon request. Except as necessary for proper evaluation and provision of Services under this Agreement, Confidential Material obtained pursuant to this Agreement may not be duplicated, and all Confidential Material exchanged pursuant to this Agreement must be destroyed or returned to the originating party upon request.
(c) Confidential Material may not be used by the receiving party except as expressly permitted herein; no grant of license to use Confidential Material is given by this Agreement.
(g) The parties acknowledge that unauthorized disclosure or use of Confidential Material may cause irreparable damage to the disclosing party for which monetary damages may not be adequate relief. Therefore, in addition to any other remedies, it may have, the disclosing party shall be entitled to seek injunctive relief against actual or threatened unauthorized disclosure or use of Confidential Material. 3D Scanning of the business is not deemed to be a confidential material as the software is shared and will have access. Please add to SOW any issues with these confidential materials as the 3D scanning does not qualify for such terms.
Binding Agreement and Assignments
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement is not transferable or assignable without the prior written consent of the other party provided, however, that such consent shall not be required in the event of an assignment made to an affiliate of either party or to a successor or purchaser in a merger, acquisition or sale or transfer of all or substantially all of the business, assets or equity of either party, provided that the successor/assignee is not deemed to be a competitor of the non-assigning party.
No waiver of any provision or breach shall be implied by failure to enforce any rights or remedies herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.
Service Provider may subcontract for on-site Services provided to the Client. Such subcontracting will not release Service Provider from any of its obligations in this Agreement.
Neither Party shall be liable for any failure, inability or delay to perform hereunder (except the payment of money), if such failure, inability or delay is due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strike, lockout, labor disturbance, social conflict, fire, explosion, earthquake or sabotage.
All notices to service provided herein provided for or which may be given in connection with this Agreement shall be by certified mail with postage prepaid and return receipt requested or personal delivery or facsimile.
If any such notice by Client to Service Provider, it shall be addressed to:
Epic Digital Pro
78 Ferry st. #2
Newark, NJ 07105
ATTN: Roberto Godoy
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for the administration of this project. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the disputing party’s notice, the executives of both parties shall meet at a mutually acceptable time and place to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. In the event the parties cannot reach a satisfactory settlement under the aforementioned process, they each agree to present the dispute to non-binding mediation before a mutually agreeable neutral mediator at a mutually agreeable neutral site. If mediation is not successful, the parties may proceed to binding arbitration or litigation.
Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment or agency relationship or a partnership between a party and the other party. Each party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers' compensation, and all other employment benefits.
This Agreement sets forth the entire Agreement and understanding between the Parties with respect to the subject matter hereof and replaces any prior oral or written communications. The attached Exhibits hereto are made a part of this Agreement. This Agreement shall not be supplemented, modified or amended except by a written instrument signed by duly authorized representatives of Client and Service Provider, respectively, and no other person has or shall have the authority to supplement, modify or amend this Agreement in another manner.
In the event any term or provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions will continue in full force and effect if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.
Headings and Interpretations
The headings of the Sections of this Agreement are intended solely for convenience or reference and shall be given no effect in the construction or interpretation of this Agreement. The use of the masculine pronoun herein shall, where the context so indicates, be deemed to include the feminine and the neuter and vice versa, and the use of the singular shall be deemed to include the plural and vice versa.
Order of Precedence
In the event of any conflict or inconsistency of terms among the various documents that, at any given time, constitute this Agreement, the order of precedence that shall apply is as follows, with each listed document or type of document superseding and prevailing over any subsequently listed document or type of document, and with later executed documents prevailing over earlier documents of the same type, each solely to the extent of any irreconcilable conflict or inconsistency of the terms and conditions thereof: (i) this Agreement; (ii) any exhibits or Statements of Work; (iii) change authorizations and/or orders executed by the parties; and (iv) purchase orders and/or statements of work executed by the parties. Any preprinted terms and conditions in any Client purchase order shall be deleted and be void and of no effect.
This Agreement may be executed in duplicate counterparts. Each such counterpart, if executed by both parties, shall be an original and all such counterparts together shall constitute but one and the same document. This Agreement shall not be deemed executed unless and until at least one counterpart bears the signature of each party’s designated signatory.