Terms and Conditions Example

1. TERM: The Initial Term of this Agreement shall begin the 1st day of the month following an ERP Go-Live, including upgrades.  For existing customers adding an Reseller Platform & Application Support Agreement without an ERP Go-Live, including upgrades, the Initial Term of this Agreement shall begin the 1st day of the month following the Agreement execution date. The Agreement shall remain in force for a period of twelve months unless otherwise stated in proposal.  The Agreement shall automatically renew for a subsequent 12-month term in perpetuity or until terminated by either party.  

2. SCOPE OF SERVICES: Reseller agrees to provide Customer with support services for the products listed in the Reseller Platform & Application Support Agreement section of the INVESTMENT SUMMARY.   Support services are specifically defined in APPENDIX A.  Reseller will exert best effort in providing support services.

3. PAYMENT TERMS: Recurring fee shall be due and payable by check or ACH and paid annually in advance, unless otherwise stated in INVESTMENT SUMMARY.  Reseller shall invoice Customer at or around ERP Go-Live and the initial payment is due on the 1st day of the month following an ERP Go-Live, including upgrades.  For existing customers adding an Reseller Platform & Application Support Agreement without an ERP Go-Live, including upgrades, payment is due with order.  Thereafter, Reseller shall invoice Customer 45 days before each subsequent renewal date.  ACH Payment will be debited on the last business day of the month preceding the year of service.  Customer must also complete and submit the attached Recurring Payment Authorization form for this Agreement to be accepted by Reseller. 

Fees for non-covered services provided to Customer by Reseller will be invoiced at the then current time and material rates.  Time and material rates are subject to change without notice.  Payment by Customer for other services will be by any form of payment accepted by Reseller, due Net 30 days from Invoice Date.

4. SOFTWARE LICENSES: Customer is responsible for all software licensing necessary to run the software applications being supported.  No license for use of the software by RESELLER is granted under this agreement.

Customer is responsible for software license agreement compliance with 3rd party software publishers, including any 3rd party access agreements, or similar, that may be required for Reseller to provide application support under this agreement.

5. EXCLUSIVE REMEDY: Reseller’s entire liability and Customer's exclusive remedy in all situations involving performance or nonperformance of the System or Service shall be as follows: (1) For any claim concerning performance or nonperformance by Reseller pursuant to or in any other way related to the subject matter of this Agreement, or for damages for any cause whatsoever and regardless of the form of action, whether in contract or in tort including negligence, Customer's remedy shall be actual damages up to the amount of the value of twelve (12) months contract. 

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Reseller be liable for any claim against Customer by any other party. 

6. LIMITATION OF ACTIONS: No action or claim, regardless of form or nature, arising out of this Agreement or any transaction contemplated by this Agreement, may be brought by either party more than one year after the cause of action arises or, in the case of nonpayment, more than one year after the due date of the last payment.

7. AMENDMENTS TO THIS AGREEMENT: Customer agrees that RESELLER may amend the Reseller Platform & Application Support Agreement section of the INVESTMENT SUMMARY annually.  Customer shall receive 45-day advance notice of change.  Any amendment to the INVESTMENT SUMMARY requires customer approval.  Should customer decline to approve an amendment to INVESTMENT SUMMARY, this Agreement shall immediately terminate subject to Section 8 Termination herein.

Customer agrees that RESELLER may amend APPENDIX A from time-to-time, as services are added or changed due to changes in software, security threats, new hardware, systems, or configuration or similar reasons.

Other Agreement changes, or any supplemental Agreement, may only be amended, revised, added to, supplemented or otherwise changed by an instrument signed by an officer of Reseller and by an officer or designated authority of Customer.

8. TERMINATION: Customer may terminate this Agreement at any time by notifying Reseller in writing of the intent to terminate with at least 30 days’ notice.  If Reseller fails to perform or observe any material term or condition of this Agreement and such failure shall continue unremedied for thirty (30) days after Reseller’s receipt of notice thereof from Customer, Customer may terminate this agreement.  In the event of such termination by Customer, Customer agrees to pay in full all monies due for services delivered through the effective date of cancellation.  Acceptable forms of termination notification include printing/mailing hard copy to Reseller Associates headquarters, or Customer may send an electronic email to support@Reseller.com.

Reseller may terminate this Agreement accepted hereunder and Customer shall be in default of this Agreement if Customer fails to pay any charge when due or fails to perform or observe any other term or condition of this Agreement and such failure continues unremedied for thirty (30) days after Customer’s receipt of notice thereof from Reseller. In the event of such termination by Reseller, Customer agrees to pay in full all monies due for services delivered through the effective date of cancellation.

If either party terminates this Agreement, and all obligations stipulated in this Agreement are fulfilled by Customer, then Reseller will assist Customer in the orderly termination of services, including timely transfer of support to another designated provider. Customer agrees to pay Reseller the actual costs of rendering such assistance.

9. ADDITIONAL TERMS & CONDITIONS:  This Agreement is governed by and subject to the terms and conditions of the Reseller Customer Agreement and Schedule C Professional Services.