This “Agreement” is entered into by and between Grey Wolf Systems “GWS” and “Customer” for Partner Connect “Application”.
- Scope of Services.
GWS agrees to provide access to Application for an agreed to period of time. Any Services performed by GWS outside of the scope of Services will be provided at prevailing rate. Any Services performed by GWS at Customer’s site will be provided at prevailing rate including expenses incurred.
Services include:
• Unlimited transactions.
• Trading partner connection standard setup included.
• Basic support that is not included in Billable Activities.
• Up to 2 hours of testing. Additional testing will become billable effort.
• Maximum 8 trading partner connection setups in process at any given time (exclusion for company converting ERP systems).
• If a started trading partner connection is cancelled, when it is reinstated for setup, it will become billable effort.
• Trading partner connections include all connections that have been setup irrespective of transactions. This includes Functional Acknowledgements.
• Any given trading partner connection setup that exceeds 60 days from “start date” or 45 days from “queued for testing” will be cancelled.
• Activities that would normally be self-service will not be billed.
• Any non-standard setup will be billable effort.
• Modifications to production trading partner connections will be billable.
- Prerequisites.
Grey Wolf’s Connector – Lite is required for Application to work.
- Billable Activities.
Some examples of defining billable vs. non-billable activities are:
- “Bugs” are software products that do not perform as designed and are not billable.
- “Enhancements” are additional features that are not in the software product design and are billable.
- “Diagnostic activities” are activities to determine issues not related to “bugs” and are billable.
- Training and non-standard support activities are billable.
- All activities related to “Custom projects” are billable.
The minimum services incident shall be 0.3 hrs with increments of 0.1 hrs thereafter.
- Effective Dates.
The term of the Agreement is month-to-month basis, and termination shall be provided in writing thirty (30) days prior to the monthly anniversary.
- Payment Terms.
In consideration of the services provided, Customer shall pay GWS the annual contract fee within twenty (20) days of the Invoice Date. If Customer does not pay within twenty (20) days, GWS reserves the right to suspend all access to Application.
- Ownership.
Any software developed by GWS shall remain the property of GWS. Customer shall not lease, sell or otherwise transfer the software to any third party, except as authorized by GWS.
- Liability.
CUSTOMER AGREES GWS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES SUFFERED BY CUSTOMER RESULTING FROM SAID AGREEMENT. GWS’s MAXIMUM LIABILITY, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED FEES PAID BY CUSTOMER.
- Personnel.
GWS has made a considerable investment in the hiring, training and retention of its personnel. Customer agrees to refrain from soliciting for employ any GWS employee for a period of two (2) years, unless otherwise mutually agreed in advance.
- Travel.
Travel expenses shall be covered by Customer in addition to billed services. Travel time is not charged, but a minimum of 1.5 times travel time will be minimum billed for an onsite trip (even if actual time is less). If Customer schedules an onsite trip for services and cancels the trip, Customer must pay for the travel expenses incurred and may incur a cancellation fee.
- Governing Law.
This Agreement and all amendments hereto are to be governed by the laws of the State of Colorado.
- Activation Fee.
To activate Application a $400 fee shall be incurred each time activation occurs.