NimblePros Standard Terms and Conditions
Contracted Amount for Services
Projects with Monthly Estimates: NimblePros
typically works with Clients on an hourly contracted rate for
services. In that case, the actual services to be provided by
NimblePros, the terms of payment, and expenses shall be set out in
Estimates to be provided by NimblePros to the Client on a monthly
or other basis. Client shall typically have 5 days from its receipt
of the email communicating the Estimate to reject the Estimate or
indicate any changes in the terms set out therein. Additional
requests and changes specified by the client throughout the course
of the project may result in actual costs for services that vary
from the original estimate. Every effort shall be made to
inform the Client of such changes as they occur, but any failure to
do so shall not relieve the Client of the responsibility to pay for
those services. Furthermore, these terms are provided for
general consideration only and may be superseded by a written
contract or other communication between NimblePros and the Client
with regard to a particular project.
Projects with Fixed Bids: NimblePros may
occasionally provide a fixed bid for a project with very exact
specifications and a limited, defined scope. In that case,
the exact cost for the project will be outlined for the client
prior to the start of work. However, additional requests and
changes by the client to the initial project will result in
additional costs beyond the original estimate. Again, these
terms are provided for general consideration only and may be
superseded by a written contract or other communication between
NimblePros and the Client with regard to a particular
project.
Term/Cancellation.
The term of NimblePros' engagement shall commence with the
acceptance of the project by the Client and shall continue until
either party communicates in writing, electronic or otherwise, to
the other that it desires to terminate this Agreement. Upon
termination by Client, NimblePros shall be entitled to payment for
any services it provided to Client under any Estimates then
accepted by Client as set out above. Upon termination by
NimblePros, Client shall be entitled to delivery of any
deliverables created by NimblePros under any Estimates then
accepted by Client as set out above, and for which Client has made
payment to NimblePros.
Remuneration.
Invoices: NimblePros will send periodic
invoices to the Client for work performed, as previously set out
either by periodic estimates or by fixed bid. Client shall
make payment to NimblePros of the full amount set out in any
invoice within 15 days of NimblePros' presentation of said invoice
to Client. All amounts shall be paid to NimblePros in
lawful United States currency and the Client is responsible for any
fees associated with the payment, including wire transfer fees or
other bank fees.
Overdue Accounts: NimblePros shall be entitled to
assess a finance charge of 1.5% per month on the unpaid amount of
any invoice, up to the maximum amount allowed by law, for any
invoice overdue by 15 days or more. Payments by Client will
thereafter be applied first to accrued finance charges and then to
the principal unpaid balance. Client shall pay NimblePros' attorney
fees, court costs, or other costs incurred in collection of
delinquent amounts. If payment of invoices is not current,
NimblePros may suspend performing further work without
notice.
Expenses: NimblePros shall be reimbursed by the
Client for all expenses reasonably or necessarily incurred by the
company in the course of providing the services outlined to the
Client. These include but are not limited to transportation,
meals, lodging, travel, business entertainment, equipment and
supplies. The Client may reasonably require presentation of
statements, receipts or other supporting documentation, and such
expenses should comply with the Client's travel and business
expense policies.
Independent Contractor Status.
The parties recognize that NimblePros is an independent
contractor and not an employee, agent, co-venturer, or
representative of the Client and that the Client will not incur any
liability as the result of NimblePros' actions. NimblePros
and its employees shall at all times disclose that it is an
independent contractor of the Client and shall not represent to any
third party that it is an employee, agent, co-venturer, or
representative of the Client other than as expressly authorized by
the Client. The Client shall not withhold any funds from
NimblePros for tax or other governmental purposes, and NimblePros
shall be responsible for the payment of same. NimblePros and
its employees shall not be entitled to receive any employment
benefits offered to employees of the Client, including but not
limited to: workers' compensation coverage; savings or profit
sharing plans; stock option, incentive or other bonus plans;
health, dental or life insurance coverage; and paid
vacations. The Client shall not exercise control over
NimblePros or its employees.
Nonsolicitation Provisions.
The Client shall not solicit for employment, hire, or engage as
an independent contractor, any individual employee of NimblePros at
any time during which NimblePros is providing services for the
Client (including during negotiations for such services), or for a
period of two years following the termination of any agreement for
the performance of services between NimblePros and the
Client. If specific state or federal laws deem that this
application is too broad, then the broadest interpretation of this
clause which is deemed to be enforceable by such law shall
apply. The intent of this provision is to reasonably protect
the interests of NimblePros against the loss of employee resources,
which would cause significant damages to NimblePros and its ability
to continue operations.
Rights to Work.
The parties acknowledge that any work created by NimblePros in
connection with the performance of services for the Client is being
created at the insistence of the Client and shall be deemed "work
made for hire" under the United States copyright laws. The
Client shall have the right to use the whole work, any part or
parts thereof, or none of the work, as it sees fit. The
Client may alter the work, add to it, or combine it with any other
work or works, at its sole discretion. Notwithstanding the
foregoing, all original material submitted by NimblePros as part of
the work or as part of the process of creating the work, including
but not limited to programs, listings, printouts, documentation,
notes, flow charts, and programming aids, shall be the property of
the Client whether or not the Client uses such material. The
Client understands that NimblePros may use certain modules,
routines, subroutines or other such standard code in developing
work for the Client and that NimblePros reserves the rights to such
modules, routines, subroutines or other such standard code and to
reuse or otherwise incorporate the same into future works for other
Clients. Similarly Client understands that NimblePros may
have utilized certain modules, routines, subroutines or other such
standard code in works for other clients in the past. Nothing
in this Agreement shall be construed to grant the Client an
exclusive right or license in the modules, routines, subroutines or
other such standard code that NimblePros utilizes in creating any
work for the Client.
Notices.
Any notice or other communication required or permitted with
regard to the relationship of NimblePros and the Client shall be in
writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by
hand-delivery, unless otherwise specifically set out otherwise. Any
such notice or other communication, if mailed by prepaid
first-class mail at any time other than during a general
discontinuance of postal service due to strike, lockout or
otherwise, shall be deemed to have been received on the fourth
business day after the post-marked date thereof, or if mailed by
registered mail, shall be deemed to have been received on the day
such mail is delivered by the post office, or if sent by facsimile
or other means of electronic communication, shall be deemed to have
been received on the business day following the sending, or if
delivered by hand shall be deemed to have been received at the time
it is delivered in person to NimblePros or to the Client at its
address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept
deliveries on behalf of the Client. Notice of change of address
shall also be governed by this section. In the event of a general
discontinuance of postal service due to strike, lock-out or
otherwise, notices or other communications shall be delivered by
hand or sent by facsimile or other means of electronic
communication and shall be deemed to have been received in
accordance with this section. Notices and other communications to
NimblePros shall be addressed as follows:
NimblePros LLC
1790 Stoney Hill Drive
Hudson OH 44236
Headings. The inclusion of headings in this
statement of terms and conditions is for convenience of reference
only and shall not affect the construction or interpretation
hereof.
Severability. The terms and conditions provided
herein are severable. If any provision of this document is
declared void or invalid by any court, all other provisions of this
document are still binding.
Limitations. These terms are provided for general
consideration only and may be superseded by a written contract or
other communication between NimblePros and the Client with regard
to a particular project.
Governing Law. All agreements between NimblePros and the
Client, including any that arise out of this terms and conditions
document, shall be governed by and construed in accordance with the
laws of the State of Ohio.