ECAD Terms & Conditions
General: These standard terms and conditions apply to the business transactions described in the proposal attached hereto (the “Proposal”) and set forth the business terms on which ECAD, Inc. and any of its subsidiaries and affiliates (the “Company”) agree to sell products and/or perform services for the Customer. These terms and conditions may only be changed by written agreement signed by both parties. The issuance of a purchase order by Customer for any of the products or services included on the Proposal constitutes Customer’s acceptance of these terms and conditions.
Prices and Payment: Prices in this Proposal are subject to change without notice and are quoted in US Dollars. Customer agrees to pay the quoted fees for the products and services provided under this Proposal. Unless otherwise noted on the Proposal, the fees are exclusive of all taxes and Customer shall pay any sales, use, goods and services, consumption or other tax and any duties or tariffs that may be assessed. Customer is responsible for obtaining and providing to the Company any certificate of exemption or similar document required in exempting any transaction hereunder from any such tax liability.
Payment Terms: Standard payment terms for products and product subscriptions are net thirty (30) days after invoice date, subject to credit approval by Company. At Company’s discretion, advance payment may be required in certain cases. Payment terms for services are as follows:
Consulting Services and Dedicated / Custom Training: Net 30 days after invoice date unless otherwise agreed to in a signed Master Services Agreement (“MSA”) and/or Statement of Work (“SOW”).
Customer understands and agrees that if Customer’s account is overdue, then in addition to any of its other rights or remedies, Company reserves the right to suspend all product sales, product subscription sales and/or services until such amounts are paid in full.
Company shall have no liability to Customer what so ever in connection with or as a result of such suspension for any losses, delays, or expenses that may result from such suspension. If Customer believes that Company has billed Customer incorrectly, Customer must notify Company immediately upon receipt of the invoice in writing and no later than fifteen (15) days after the date of the invoice. Customer hereby authorizes Company to investigate Customer’s credit and financial history.
In the event of a default on payment, Customer acknowledges that Company reserves the right to collect on the outstanding balance due in addition to all applicable fees, including, but not limited to, external collection agency fees, litigation, interest (the highest amount permitted by law), legal fees with or without the initiation of litigation and court costs.
In the event of termination of this Proposal, the Company shall be paid for all Services performed, expenses incurred, and products delivered through and including the date of termination, as well as for products that have been ordered from third parties that cannot be cancelled. Notwithstanding the foregoing, the Company shall immediately use its best efforts to reduce costs and/or expenses to Customer.
Change of Delivery Method and Taxes: Customer acknowledges and accepts that additional taxes may be due and will be invoiced should Customer change their delivery method (i.e. electronic to physical delivery or physical to electronic delivery) of the products and/or training which results in additional sales taxes coming due.
Cancellation, Returns and Reschedule:
Product orders may be cancelled at any time prior to shipment. Delivery dates for product shipments may be rescheduled at the request of the Customer and at the sole discretion of the Company. Following the date of shipment, customer has 30 days to return unused and nonactivated products.
The following cancellation policy shall apply to all training engagements or classes:
Company reserves the right to reschedule or cancel the date, time and location of any class at any time. Company shall not be responsible for any other loss, regardless of the nature of the loss, incurred by Customer as a result of a cancelled or rescheduled class.
In the event of any cancellation or rescheduling by Customer of Consulting Services and/or Dedicated/Custom Training, Company will invoice Customer for all non-cancellable travel expenses and/or any third-party agreements that cannot be cancelled due to Customer’s cancellation or rescheduling.
Product Orders: Company makes no warranty on any products sold hereunder and any warranty on product sales shall be as provided by the manufacturer or developer of the product. If applicable, title to the products will be retained by Company until the full payment owed by Customer has been received. Once full payment has been received and confirmed, the title to the products will be transferred to Customer. Maintenance and warranty coverage for the products shall be provided by the manufacturer of the products.
Service Orders: The Company warrants that services provided hereunder will be performed in a professional and workmanlike manner consistent with generally accepted industry and professional standards. No specific result from the provision of services is assured or guaranteed. Customer may be required to execute an MSA and/or SOW, which will further define the obligations of Company and Customer during a service-related engagement. In the event that services do not require a MSA and/or SOW, Customer’s sole and exclusive remedy for breach of Company’s service obligations shall be, at the Company’s sole discretion and option, to: (i) re-perform the services; or (ii) return to the Customer the appropriate portion of any payment made by Customer with respect to the applicable services. Unless set forth in a MSA and/or SOW, any intellectual property created by the Company during the course of performance of the services shall remain the sole property of the Company.
Limitation of Liability: THE WARRANTIES CONTAINED IN THESE TERMS AND CONDITIONS ARE THE ONLY WARRANTIES MADE BY THE COMPANY. THE COMPANY SPECIFICALLY EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. FOR BREACH OR DEFAULT BY THE COMPANY OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE COMPANY’S MAXIMUM LIABILITY, REGARDLESS OF THE NATURE OR FORM OF THE CLAIM OR CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS/SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, TO, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER THIRD PARTY EVEN IF SUCH LOSS IS CAUSED BY THE FAILURE OF THE OTHER PARTY HERETO TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
Non-Solicitation: Without the prior written consent of the Company, during the term of this Proposal, or otherwise agreed to in a signed MSA and/or SOW, and for a period ending one-year from the expiration of the term of the Proposal or expiration of the applicable SOW, whichever expires last, Customer shall not directly or indirectly solicit for employment (other than through general advertising or other general non-targeted solicitation) and shall not hire any of the employees of the Company or its affiliates so long as they are employed by the Company or an affiliate. Additionally, Customer shall not directly or indirectly solicit any of the employees of the Company or its affiliates six (6) months after termination of their employment with the Company. In the event that Customer hires an employee of the Company or its affiliates, Customer agrees to pay Company a fee equal to 50% of the Company’s previous year’s compensation (including, but not limited to annual salary, commissions, etc.) of said employee.
Acceptance of Proposal. Company reserves the right to amend or withdraw this Proposal if any increase or decrease in the scope of services or quantity of products result in a reassessment of time, resources, and adjustment of proposed fees. By signing below, I represent that I am authorized to bind the corporate entity in contract and that the corporate entity I represent hereby accepts the terms and conditions of this Proposal. By signing below, the contracting entity assumes full financial responsibility for the invoice provided, payable on the terms and conditions set forth herein.