Standard Terms and Conditions

First, an apology…

Please don’t blame us. The lawyers made us do it. We just want to help you get the most from technology,
however, it turns out that in order to do that we have to include a bunch of legalese with our partnership.

We’ve tried to make it easier to understand by summing up the paragraphs into small bullet points to the left.
Please let us know if you have any questions …. We’ll do our best to answer them!

By signing up with us you understand and accept the terms listed here.		ARTICLE 1: GENERAL The Terms and Conditions contained herein shall apply to the services provided by CompassMSP, LLC. (hereinafter referred to as “CompassMSP”) to the Client. Unless other terms and conditions are specifically agreed to in writing by CompassMSP and the Client prior to the commencement of work, the Terms and Conditions contained herein shall apply to any contract entered into by CompassMSP and the Client (hereinafter referred to as the “Agreement”) for the services being furnished by CompassMSP.

This agreement is between us, but if the ownership of one of our businesses changes the new owner has to accept this agreement too.		ARTICLE 2: SUCCESSORS AND ASSIGNS The Agreement shall be binding upon and inure to the benefit of CompassMSP and the Client and their respective successors and assigns; provided, however, that the Client shall not (by agreement, operation of law, or otherwise) assign any of its rights, or delegate any of its obligations, under the Agreement without the prior written consent of CompassMSP, and any such assignment or delegation made without such consent shall be null and void.

Delays caused by mother nature or other forces might cause target dates to slip, thankfully Connecticut hasn’t had a major earthquake or been invaded in some time.		ARTICLE 3: PERFORMANCE AND DELAYS The dates of performance contained in CompassMSP’s proposal shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence.” CompassMSP shall not be responsible for delays or failure in performance resulting from acts beyond its control, including, but not limited to, acts of God, acts of war, riots, strikes, lockouts, fire, floods, earthquakes, acts of civil or military authority, epidemics, governmental regulations, acts of the Client, inability to obtain access to the property or facilities, or delays caused by the weather. In the event of delay in performance due to any such causes, the date of performance shall be extended to reflect the time lost by reason of such delay.

We sure hope you legally own or lease the locations you have us work in and that you let us in so we can do the work. Also, as your IT partner we don’t own or manage your office space; which is OK since we have our own.		ARTICLE 4: CONTROL OF PREMISES The Client acknowledges that it is now in control of the premises and shall remain in control of the premises throughout the entire period that CompassMSP is performing services on the premises. CompassMSP will not have responsibility for any condition on the premises which is presently known to exist or which is hereafter discovered. CompassMSP does not, by its entry onto the premises, or by its performance of services in accordance with the Agreement, assume liability or responsibility with respect to the premises. Neither liability nor responsibility shall be implied or inferred by reason of CompassMSP’s performance of any work under the Agreement. The Client grants to CompassMSP, its agents, employees, consultants, contractors and subcontractors, the right of entry on the premises during standard business hours or at other times upon prior approval from the Client for the performance of all services to be provided under the Agreement.

We take good care of you and your technology. Although rare, mistakes do happen and we want to make it right, just let us know in writing.		ARTICLE 5: STANDARD OF CARE CompassMSP shall perform the services to be provided under the Agreement, using that degree of care and skill ordinarily exercised under similar circumstances by members of the profession practicing in the same or similar locality. The standard of care shall be judged exclusively as of the time the services are rendered and not according to later standards. The Client shall be obligated to promptly report any failure to conform to this warranty in writing to CompassMSP within thirty (30) days of completion of the services, whereupon CompassMSP shall at its option, correct such non-conformity or reimburse the Client the price of the services, or particular aspect of the services, provided. CompassMSP makes no other representation or warranty of any kind whatsoever, expressed or implied, related to the performance of the services under the Agreement.

Things could happen at your office and if they do and someone tries to sue us we look to you for covering costs and legal fees, unless we seriously messed up.		ARTICLE 6: INDEMNITY The Client shall indemnify and hold CompassMSP harmless from any and all losses, costs, damages, expenses, or claims of any kind asserted against CompassMSP which are related to, on account of, or with respect to the performance of the services which CompassMSP performs or has contracted to perform, so long as not caused by the gross negligence of CompassMSP. Upon written notice to the Client from CompassMSP that a claim has been asserted against it, the Client shall defend such claim against CompassMSP with counsel of CompassMSP’s selection and shall pay all reasonable costs and attorney’s fees.

If someone does decide to sue us based on the work we’ve done for you, our liability is limited strictly to the work we have done for you.		ARTICLE 7: LIMITS OF LIABILITY The remedies of the Client set forth herein are exclusive, and the total liability of CompassMSP with respect to the Agreement and the services furnished, shall not exceed the amount of charges paid by the Client to CompassMSP in the preceding twelve months for the services which gave rise to such liability under this Agreement. CompassMSP and its subcontractors and consultants shall in no event be liable to the Client, any successors in interest or any beneficiary or assignee of the Agreement, for any consequential, incidental, indirect, special or punitive damages arising out of the Agreement or any breach thereof, whether based upon loss of use, lost profits or revenue, or interest whether or not such loss or damage is based on contract, warranty, negligence, indemnity or otherwise.

Occasionally we may have to proceed without your approval in your best interest, this may result in some additional cost.		ARTICLE 8: CHANGES IN SCOPE The Client recognizes that from time to time circumstances require a departure from, or additions to, the original understandings of a project’s requirements. In the event such changes in scope are deemed necessary by CompassMSP, CompassMSP will seek to promptly notify the Client, and obtain approval prior to implementing such measures. In the event the Client is not available for such approval, and the project’s timely completion requires such measures as deemed prudent by CompassMSP, resulting costs will be honored and paid by the Client at our cost plus 10% (if an outside expense), or at our applicable rates (if an CompassMSP cost). In the event the Client does not grant such approval, the Client will honor the proposed project cost, despite non-completion of work, and pay CompassMSP invoices for said work.

We will keep your data and information confidential and we expect the same of you with our information.		ARTICLE 9: CONFIDENTIALITY Both parties acknowledge that in connection with the performance of their duties under the Agreement, it may be provided with or have access to written information and data which is proprietary to the other. Both parties agree to keep confidential all such information and data and shall not disclose same either in whole or in part to any third party without the other party’s written consent, unless so required by law or a court of competent jurisdiction. Both parties agree that, without the other’s prior written consent, it will not copy or reproduce any information or data or sell, assign, disclose, disseminate, give or transfer any such information or data or any portion thereof to any third party, at any time whether before or after termination of the Agreement. Both parties further agree that upon termination of the Agreement or completion of any task assigned there under, it will return all applicable information, data, related notes and work papers belonging to the other. Neither party will be required to protect confidential information which is or becomes publicly available, is independently developed by either party outside the scope of the Agreement, or is rightfully obtained from third parties. The Client specifically agrees to keep confidential both the terms of the Agreement and the fees charged by CompassMSP.

Our forbearers felt that Connecticut was the right place to implement the first governing Constitution, we are staying with that trend and using Connecticut laws for our agreements.		ARTICLE 10: GOVERNING LAW The Terms and Conditions contained herein and in the Agreement, and any act, agreement or transactions to which they shall apply, or which are contemplated hereunder or under the Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of Connecticut (excluding the laws applicable to conflicts or choice of law). Should any party wish to bring a claim under the Agreement, both parties hereby submit and consent to the exclusive jurisdiction of the State and Federal Courts located in Hartford, Connecticut for the purpose of any suit, claim, action or proceeding arising out of or based upon the Agreement. The parties hereto each stipulate, consent and agree to waive a trial by jury in the event that any suit, action, proceeding or counterclaim is filed which arises out of or is based upon the agreement.

In the unlikely event that a court finds a part of our agreement not up to par, the rest of the agreement remains in effect.		ARTICLE 11: PARTIAL INVALIDITY If any term, covenant, condition or provision contained herein or in the Agreement is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of these Terms and Conditions and the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby.

If we didn’t do anything wrong and we don’t get paid this allows our lawyer to file a place holder claim against you before things get messy.		ARTICLE 12: PREJUDGMENT REMEDY WAIVER To induce CompassMSP to enter into the commercial transaction evidenced by the agreement, the client agrees that this is a commercial transaction and not a consumer transaction, as those terms are defined in section 52-278a of the Connecticut general statutes, and waives any right to a notice and hearing under Chapter 903a of the Connecticut general statutes, as amended, and authorizes CompassMSP’s attorney to issue a writ for a prejudgment remedy without court order, provided the complaint shall set forth a copy of this waiver, and waives all rights to request that CompassMSP post a bond, with or without surety, to protect the client against damages that may be caused by any prejudgment remedy sought or obtained by CompassMSP. Specifically, the client recognizes and understands that the exercise of CompassMSP’s rights described above may result in the attachment of or levy against the client’s property, and such writ for a prejudgment remedy will not have the prior written approval or scrutiny of a court of law or other judicial officer and the client will not have the right to any notice or prior hearing where it might contest such a procedure.

We spend a considerable amount of time and money bringing in very bright people to offer you great solutions. Therefore we ask you not to distribute or sell those intellectual masterpieces.		ARTICLE 13: WORK PRODUCT Any software or hardware solutions or any other work product developed either in part or in whole for The Client are the sole intellectual property of CompassMSP and cannot be resold, licensed or otherwise shared with another party by The Client. The Client acknowledges that these solutions and/or applications were created by CompassMSP and any distribution, re-distribution, and/or sale on a small or mass scale of part of or an entire solution is not permitted without the express written consent of CompassMSP’s President and that such activity without written consent would cause serious and irreparable harm to CompassMSP’s business. CompassMSP and The Client acknowledge that once CompassMSP is paid, in full, for work provided, The Client has full use of any products developed for and delivered to The Client under this agreement without additional licensing fees from CompassMSP unless stipulated in a future agreement between CompassMSP and The Client.

Choosing an IT partner isn’t easy! You have crossed that bridge and we may want to share the good news.		ARTICLE 14: PUBLIC RELATIONS CompassMSP may use the Client’s name and/or logo in CompassMSP press releases and may further use the Client’s name and/or logo in its promotional materials. Disclosure of project information will be kept minimal in order to maintain confidentiality.

We really like our staff and are very proud of the innovations they bring to you. It only makes sense that you may want to hire them, but we ask that you don’t solicit them.		ARTICLE 15: RESTRICTIVE COVENANT CompassMSP is not an employment agency. Its services are provided at great expense to CompassMSP. In consideration thereof, during the term of this Agreement and for a one (1) year period immediately following the period for which any CompassMSP Employee or Contract Employee (“ITD Team Member”) last performed services for the Client, the Client shall not, directly or indirectly, for itself or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor or otherwise, solicit, participate in or promote the solicitation of such ITD Team Member to leave the employ of CompassMSP or hire or engage such ITD Team Member. In the event the Client shall violate this Article, Client agrees to pay to CompassMSP an amount equal to such ITD Team Member’s annualized salary, including bonuses.

This agreement is king and rules over all other written or verbal agreements. As you know, replacing a king isn’t easy, therefore it has to be done in writing.		ARTICLE 16: ENTIRE AGREEMENT This Agreement represents the entire understanding and agreement between the parties covering the performance of the services under the Agreement and supersedes any and all prior agreements, whether written or oral, that may exist between the parties. This Agreement may be modified only by a written instrument duly signed by authorized representatives of CompassMSP and the Client.