During the term of this Agreement, PlandotServices agrees to perform the services described in any applicable written Statement of Work (SOW) signed by the Parties (the “Services”) for the Client in accordance with these general terms and conditions and the SOW. No SOW shall become effective until it has been executed and signed by an authorized representative of each Party. Services indicated in the SOW may be amended or supplemented from time to time pursuant to Project Change Request Procedures, and no change or modification shall become effective without the written approval of each Party’s authorized representative. In instances where additional service(s) are required, the Client and PlandotServices shall mutually agree on the terms, fees, and expenses and document such agreement in a duly executed SOW before any additional services commence. In performing its obligations under this Agreement, PlandotServices may rely on any routine instructions, authorizations, approvals, or other information provided by the Client, including via email, and shall not be held liable for any errors or inaccuracies in that information. The Client agrees to cooperate fully with PlandotServices by providing timely management decisions, information, approvals, and acceptances as reasonably requested. The Client shall also provide access to its software, materials, and data as necessary for PlandotServices to perform the Services. The timely delivery of Services is contingent upon the Client’s prompt provision of complete and accurate information, materials, and data, and all such materials provided by the Client remain the sole and exclusive property of the Client.
This Agreement shall commence on the Effective Date and continue for one (1) year from the Service Start Date as identified in the attached SOW (the “Initial Term”), unless extended or terminated earlier in accordance with this Agreement. At the end of the Initial Term, the Agreement will renew for successive one (1) year periods (each, a “Renewal Term”) unless terminated as provided herein. The Initial Term and any Renewal Term are collectively referred to as the “Term.”
In consideration for the performance of the Services, the Client shall pay PlandotServices the fees set forth in the applicable SOW or Project Change Request in accordance with this Agreement (the “Fees”). A one-time Set-Up fee covering costs related to recruiting, sourcing, hiring resources, providing workspace, and procuring necessary tools and software shall be paid as indicated in the SOW. Should the Client fail to pay the Fees within thirty (30) calendar days of the invoice due date, PlandotServices may suspend all Services until payment, including any accrued interest, is received in full. In the event of a dispute regarding the Fees, the Client must notify PlandotServices in writing within ten (10) calendar days with a detailed explanation. Absent such notice, the invoice shall be deemed accepted. The Client shall pay the Fees upfront upon signing this Agreement as described in the SOW, with subsequent billing occurring within thirty (30) days from the Service Start Date and thereafter within thirty (30) days of receipt of each invoice. Payment shall be made by credit card or bank charge, and the Client authorizes PlandotServices to auto bill the designated account.
There is no employer-employee relationship between the Client and any PlandotServices agent. PlandotServices retains sole and exclusive control over its employees and independent contractors in performing the Services. PlandotServices has full discretion in selecting, engaging, and discharging its agents assigned to perform the Services as set forth in the applicable SOW. Decisions regarding the compensation, payment frequency, and method for its agents remain solely under PlandotServices’ control. PlandotServices will address any complaints from the Client regarding agent performance and, if reasonable grounds are found (such as failure to meet service levels, habitual absenteeism, or gross negligence), will replace the agent in question.
“Intellectual Property” (IP) refers to all works of authorship, inventions, designs, drawings, computer programs, confidential information, and any other materials subject to legal protection. “Background IP” means any intellectual property owned or controlled by a Party prior to or created outside the scope of this Agreement, and each Party retains sole ownership of its Background IP. PlandotServices shall retain all rights, title, and interest in its materials, data, ideas, concepts, techniques, processes, strategies, technology, and other intellectual property (“PlandotServices Property”), including any materials developed independently or conceived during the performance of the Services that are not specific to the Client. Subject to full payment by the Client, PlandotServices grants the Client a limited, royalty-free, non-sublicensable, and non-exclusive license to use such materials incorporated in deliverables. The Client retains all rights, title, and interest in its materials, data, software, and other intellectual property (“Client Property”) and grants PlandotServices a similar limited license solely for the purpose of performing the Services.
Each Party acknowledges that it may receive proprietary or confidential information from the other Party (“Proprietary Information”). PlandotServices’ Proprietary Information includes non-public information about the features, functionality, and performance of its Services, while the Client’s Proprietary Information includes non-public data provided by the Client for the provision of the Services (“Customer Data”). Each Party agrees to protect the other’s Proprietary Information with reasonable care and not to disclose or use it except as necessary to perform its obligations under this Agreement. Notwithstanding any other provision herein, PlandotServices does not retain any Customer Data beyond what is necessary to perform the Services. Upon completion of the Services or termination of this Agreement, all Customer Data provided by the Client will be permanently deleted from PlandotServices’ systems, except where retention is required by applicable law. The Client shall maintain full ownership of its provided data and any derivative data delivered as part of the Services.
Except in cases of bodily injury, PlandotServices and its suppliers, officers, affiliates, representatives, contractors, and employees shall not be liable for any errors, interruptions, loss, or corruption of data, nor for the cost of procuring substitute goods, services, or technology. Neither party shall be liable for any indirect, exemplary, incidental, special, or consequential damages or for any matters beyond PlandotServices’ reasonable control. The total liability of PlandotServices for any claims arising from this Agreement, whether in contract, negligence, strict liability, or otherwise, shall not exceed the total fees paid by the Client to PlandotServices in the 12 months preceding the event giving rise to the liability.
Each Party represents and warrants that it is duly authorized to enter into this Agreement and any applicable SOW without violating any other agreement. PlandotServices will promptly notify the Client of any unscheduled emergencies, sick days, or unforeseen events that might affect the provision of the Services; however, no warranty is made regarding uninterrupted or error-free Service during such events, and any previously agreed service level arrangements may not apply. Except as expressly provided herein, all Services and any related Set-Up Services are provided “as is,” and PlandotServices disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Either Party may terminate this Agreement for cause by providing sixty (60) calendar days’ written notice if a material breach remains uncured, or if the other Party becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors. Termination shall not relieve the Client of the obligation to pay any fees for Services rendered prior to the termination date. Upon termination, each Party shall return any property, including Confidential Information, belonging to the other within sixty (60) calendar days. PlandotServices will provide the Client with electronic retrieval of Client data within the same period, after which PlandotServices may delete the data. All accrued Fees for Services performed up to the termination date shall be payable within sixty (60) calendar days. Provisions that by their nature should survive termination, such as payment obligations, confidentiality, warranty disclaimers, and limitations of liability, shall continue in effect.
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