Terms and Conditions for Professional Services
January, 2023
1. CUSTOMER ORDER Customer ("customer" or "client") may accept Ronnie Royston's (Ronnie Royston, LLC's) offer to sell professional services (“Quote”) by issuing a purchase order in response to such Quote (each accepted Quote constitutes a “customer Order”) or by paying via cash, check, wire transfer, bitcoin, or credit card payment. Customer shall be deemed to unconditionally accept these terms and conditions by issuing such purchase order or payment, whichever comes first. No terms and conditions specified or preprinted on any customer purchase order or other form of acceptance or payment shall add to or modify these terms and conditions.
6. COMPENSATION The minimum billing interval is one week. Services provided beyond 50 hours per week are available at a rate to be agreed upon by client and Ronnie Royston. Ronnie Royston shall invoice the client once every week and such invoices shall be due and payable within 30 days of the client’s receipt of the invoice.
2. PRICES AND TAXES All Quotes are valid for thirty (30) days unless otherwise specified. All invoice prices are those specified in the quote accepted by customer. Prices do not include applicable taxes and, unless expressly identified and itemized, do not include freight, handling or insurance.
3. INVOICING AND PAYMENTS Ronnie Royston shall invoice in full the customer for hardware, software, or maintenance when delivered to customer. In the event customer fails to make full payment of an undisputed invoiced amount as of the invoice due date, customer shall, in addition to such amount(s), pay to Ronnie Royston a late fee in the amount of one and a half percent (1 1/2 %) per month on such amount(s) commencing on the due date of the invoice, or the maximum lawful monthly rate under applicable state law, whichever is less.
4. INTELLECTUAL PROPERTY RIGHTS IN WORK PRODUCT The parties acknowledge and agree that unless agreed upon in writing Ronnie Royston will hold all intellectual property rights in any work product resulting from Ronnie Royston's services including, but not limited to, copyright and trademark rights. Client agrees not to claim any such ownership in such work products at any time prior to or after the completion and delivery of such work product to the client.
5. CONFIDENTIALITY The parties shall not disclose to any third party any details regarding Ronnie Royston or client’s business, including, without limitation any information regarding any of Ronnie Royston or client’s customer information, business plans, or price points, (ii) make copies of any confidential information or any content based on the concepts contained within the confidential information for personal use or for distribution unless requested to do so by the parties, or (iii) use confidential information other than solely for the benefit of the parties.
6. INDEMNIFICATION The client agrees to indemnify, defend, and protect Ronnie Royston from and against all lawsuits and costs of every kind pertaining to the client’s business including reasonable legal fees due to any act or failure to act by the client based upon the professional services.
7. LIMITATION OF LIABILITY Ronnie Royston MAKES NO WARRANTIES IN CONNECTION WITH ANY PRODUCT OR SERVICE. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE APPLICABLE QUOTE AND ALL PRODUCTS AND SERVICES ARE PROVIDED BY Ronnie Royston ON AN “AS IS’ “WHERE IS” BASIS. Ronnie Royston HEREBY EXPRESSLY DISCLAIMS (I) ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) ALL WARRANTIES THAT ANY SERVICE WILL BE ERROR-FREE, AND (III) ANY AND ALL WARRANTIES REGARDING THE PRIVACY OF CUSTOMER’S PROJECT(S).