Services Terms and Conditions
These Services Terms and Conditions (the “T&Cs”) apply to the sale of hardware, software, installation, training, education and related professional services (the “Services”) by Custom Storage, Inc., an Arizona corporation doing business as cStor (“cStor”) as more particularly described in a SOW or a Quote (both defined below), and which are executed between the parties from time to time. A Client may engage cStor on specific projects for the performance of and to provide various services, from time to time, as more specifically set forth on a Statement of Work (each an “SOW”) and/or a written proposal (the “Quote”) executed by the parties. By ordering or otherwise proceeding with any transaction with cStor, Client agrees to these T&Cs. The T&Cs, the SOWs and the Quotes together constitute the entire agreement between __________________ (“Client”) and cStor (the “Agreement”). Each SOW and/or Quote will also specify, among other things (i) the applicable fees and expenses to be paid to Consultant for performance of the Services (the “Fees and Expenses”), (ii) the time for performance of the Services, and (iii) if necessary, the identity of key personnel to be assigned by Consultant for performance of the Services. In the event of any conflicts between the terms of an SOW and these T&Cs, the provisions of such SOW or Quote shall govern.
Scope of Services
- Services provided under these T&Cs will be limited to Services specifically described in the SOW or Quote.
- cStor will provide personnel with the requisite qualifications, expertise and knowledge to perform the Services in a professional and timely manner.
- cStor reserves the right to change amend and alter the Services with equivalent or otherwise equal services without prior notice to Client.
- cStor will not be responsible for the loss or corruption of any Client data or for any system downtime.
- Except as may be purchased under a separate cStor support or service offering, cStor will not be responsible for any application or host system access that encompasses coding, scripting, application analysis, system performance, troubleshooting, or applications logins.
- This service brief applies to consulting services only. Any and all hardware and software requested or needed by the Client in relation to the professional services described in this service brief will be the sole responsibility of Client to procure and prepare for cStor’s performance of the professional services and will be purchased under its own written agreement.
- Except as may be purchased under a separate cStor support or service agreement, cStor will not be responsible for any application or host system access that encompasses coding, scripting, application analysis, system performance, troubleshooting, or applications logins outside of the Services expressly described in this SOW.
- cStor may subcontract any portion or all of the Services provided that cStor shall impose on such subcontracted individuals or companies the same obligations as those under this SOW and shall be responsible for its compliance therewith including any applicable SOW or Quote.
- cStor will submit written status reports regarding the Services being performed under this SOW as necessary and mutually agreed upon by the parties.
cStor will provide personnel with the requisite qualifications, expertise and knowledge to perform the Services in a professional and timely manner.
cStor’s performance of the Services, described in the SOW or Quote, depend upon Client complying with the responsibilities set forth below.
- Client will ensure that:
- All appropriate data backups are performed.
- Security passes or other necessary documentation are provided to cStor representatives performing the Services permitting them to enter and exit Client’s premises with laptop personal computers and any other materials needed to perform the professional services for the duration of this engagement.
- cStor representatives are provided adequate access to necessary space, equipment, and a secure line for Internet access.
- If the performance of this engagement requires electronic/network transfer of data, Client will provision and enable any network components or services required to facilitate the data transfer.
- All environment and operational requirements are met prior to implementation including but not limited to power, network connections, floor space, and cooling for the duration of this Service engagement.
- If requested by cStor, Client will provide cStor with documentation detailing physical and logical network topology.
- Client assures the reasonable availability by phone or pager of knowledgeable staff and personnel, system administrators and operators to provide timely, accurate, complete and up-to-date documentation and information for the duration of Service engagement. These contacts are to provide background information and clarification of information required to perform the Services for the duration of the Service engagement.
- If requested by cStor, Client will participate in testing of the Project as requested by cStor.
- Client assures that all documentation and information provided to cStor staff is accurate, complete and up-to-date.
- Client is responsible for all network connectivity, performance and configuration issues.
- Client will make appropriate system maintenance window(s) available for cStor (or authorized agents) as needed and requested by cStor to prepare equipment.
- Client represents and warrants that it has obtained any and all necessary approvals and consents from third parties required for cStor and its subcontractors to make performance of the Services, and hereby grants cStor and its subcontractors all necessary licenses to make performance of the Services.
Service Engagement Duration and scheduling
- Client requests for Services must be made 10 business days in advance of desired service date. cStor, at it’s sole discretion, will accommodate client requests for services made less than 10 days in advance of desired service date depending on resource availability.
- Client and cStor shall use their best efforts to reasonably accommodate the implementation schedule. cStor expects to complete this engagement in accordance with the mutually agreed upon SOW or Quote.
- Unless otherwise specified in writing between Client and cStor, the implementation schedule contemplates consecutive business days during normal business hours (8:00 a.m. to 6:00 p.m.) weekdays.
- Services not requiring presence at the Site may be performed at cStor’s facilities by mutual agreement between Client and cStor.
Project Scope Exclusions /Changes
- Any additions or changes to the project scope described in an SOW or Quote must be mutually agreed upon between Client and cStor in writing using a Project Change Request Form in accordance with the process set forth below.
- Client or cStor may initiate additions or changes to the Services as a result of or for Client requests, regulatory changes, changes in technical scope, or other detail program issues or requirements. The party initiating an addition or change will submit a written request reflecting the addition or change to the other party, and both parties will together review such request for validation. Each Service addition and/or change will then be prepared by the party requesting such addition or change in a clear and concise manner on the form of a Change Request Form and submitted to the other party. After the submission of a Change Request Form and validation of the requested addition or change, cStor will review the requested addition or change within twenty-four (24) hours to determine if it is within the scope of the Services set forth in an SOW or Quote.
- Within the Scope of Services. If cStor determines that the change requested by Client is within the scope of Services under an SOW or Quote, both parties will execute the Change Request Form and implement the change into performance of the Services as appropriate.
- Outside the Scope of Services. If cStor determines that the requested change is outside the scope of Services under an SOW or Quote, cStor will then determine whether such requested change impacts the pricing or scheduling projections for the performance of the Services.
(a) If cStor determines that the requested change does not impact the pricing or scheduling projections of the SOW or Quote, both parties will execute the Change Request Form and implement the requested change into the performance of the Services as appropriate.
(b) If cStor determines that the requested addition or change does impact the pricing or scheduling projections of an SOW or Quote, a cost estimate applicable to the performance of the requested addition or change will be prepared by cStor and provided to Client. The cost estimate will fully document the scope of the addition or change, and provide a basis of estimate for the proposed adjustments in price, schedule, and/or other factors as applicable. If applicable, a schedule (separate from but integrated with the implementation plan set forth in the Services) will be developed and maintained for each such authorized addition or change.
- The execution of the Change Request Form by both parties will cause the Change Request Form to become part of and incorporated into an SOW or Quote. Commencement of the performance of the requested addition or change is conditioned upon the mutual execution of the Change Request Form by the parties, and cStor’s receipt of an additional purchase order authorization to cover the agreed upon price for each requested addition or change.
LIMITATION OF LIABILITY
- NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS TO THE CONTRARY CONTAINED HEREIN OR IN THE APPLICABLE SOW OR QUOTE, EACH PARTY’S MAXIMUM LIABILITY FOR DAMAGES TO THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES HEREUNDER, WHETHER IN CONTRACT OR IN TORT (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF SERVICES PAID BY CLIENT UNDER THE APPLICABLE SOW OR QUOTE. IN NO EVENT, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, LOST OR CORRUPTED DATA PUNITIVE LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THESE TERMS.
Each party shall indemnify, defend and hold harmless the other party, its officers, directors, managers, employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against any third party claims, demands, loss, damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of the indemnifying party, its personnel or agents in connection with the performance of the Services hereunder.
THE T&CS, THE SOWs AND THE QUOTES CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERCEDES ANY AND ALL OTHER PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. ANY CHANGES TO THE PROVISIONS STATED HEREIN IN ANY OTHER WRITING MUST BE MUTUALLY AGREED UPON AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY.
CHOICE OF LAW
This Agreement shall be governed by and construed in accordance the laws of the State of Arizona without regard to principles of conflicts of laws.
This Agreement shall be binding upon the parties and their respective successors and permitted assigns and may not be assigned by either party without the written consent of the other party which consent may be withheld in such party’s sole discretion.