These Terms of Service ("Agreement") are entered into between Ascend NPO ("Company" or "we") and the client ("Client" or "you") for the provision of Salesforce consulting services to nonprofits. By engaging our services, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions outlined in this Agreement.
1.1 Description: The Company will provide Salesforce consulting services to nonprofits, including but not limited to system configuration, customization, data migration, training, and support.
1.2 Scope: The scope of services will be defined in a separate agreement or project plan mutually agreed upon by the Company and the Client.
Engagement and Payment
2.1 Engagement: The engagement of our services will be initiated by the Client's request and the Company's acceptance. Both parties will work collaboratively to define the scope, timeline, and deliverables.
2.2 Fees: The Client agrees to pay the Company the agreed-upon fees as outlined in the project plan or separate agreement. Fees may be based on hourly rates, fixed prices, or a combination thereof, as specified in the project plan.
2.3 Payment Terms: Invoices for services rendered will be provided to the Client according to the agreed-upon schedule. Payment is due within the specified timeframe, typically 30 days from the invoice date. Late payments may be subject to late fees or suspension of services.
2.4 Expenses: The Client shall reimburse the Company for reasonable and necessary expenses incurred in the performance of the services, subject to prior agreement.
3.1 Non-Disclosure: The parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement, including but not limited to trade secrets, business plans, and client data.
3.2 Data Protection: The Company will take reasonable measures to protect the confidentiality and security of the Client's data in accordance with applicable data protection laws and regulations.
4.1 Ownership: The Client retains ownership of all intellectual property rights to its data, materials, and systems. The Company retains ownership of all intellectual property rights to its pre-existing materials and tools.
4.2 License: The Company grants the Client a non-exclusive, non-transferable license to use any deliverables or intellectual property developed solely for the purpose of the engagement.
Limitation of Liability
5.1 Exclusion: The Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to the engagement, including but not limited to lost profits, business interruption, or data loss.
5.2 Cap: In no event shall the Company's total liability under this Agreement exceed the total fees paid by the Client to the Company for the specific services giving rise to the liability.
6.1 Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party.
6.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party, provided a written notice specifying the breach is given, and the breaching party fails to remedy the breach within a reasonable period.
6.3 Effects of Termination: Upon termination, the Client shall pay any outstanding fees due for services rendered, and any intellectual property or confidential information shall be returned or destroyed.
Governing Law and Dispute Resolution
7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated.
7.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved amicably through good-faith negotiations. If the parties fail to reach a resolution, the dispute shall be referred to mediation or binding arbitration as mutually agreed upon.
8.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings, whether oral or written, relating to the subject matter herein.
8.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
8.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.4 Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with any provision.
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