Terms of Service

These Terms of Service, together with our proposal, make up the Agreement between the named Client and Yellotech. Before countersigning the Proposal or verbally authorizing work, be sure you read and understand its contents, which deal with the allocation of risks and duties between the Client and Yellotech. You agree that the following Terms of Service shall govern the delivery of any consulting services, project management services, support and/or maintenance services or outsourcing services by Yellotech.

1. Parties and Definitions

"Yellotech” for the purposes of this agreement shall mean any person or entity acting for or on behalf of Yellotech or with the permission or authority of Yellotech.
“Client” shall mean the client, any person or entity acting for or on behalf of the client or with the permission or authority of the client as detailed on any quotation, estimate or notation as provided by Yellotech to the Client.
“Services” shall mean all services supplied by Yellotech to the Client.
“Price” shall mean the price payable for services as agreed between Yellotech and the Client in accordance with clause 5 of these Terms of Service.

2. Services

Yellotech will perform the services defined in its Proposal and any amendments or change orders accepted by both parties. Any request from the Client that requires extra work, or additional time will require an amendment or change order agreeable to both parties. The Services provided shall be described on our invoices, quotation, and/or Engagement Agreement.

3. Standard of Care

We’ll try to do the work right. If we mess up, we’ll try to fix it. Where Yellotech performs work for you, it will ensure that competent and suitably experienced personnel carry out all work, in a professional manner and accordance with appropriate standards. Yellotech will perform the services with the skill and care ordinarily used by qualified professionals performing the same type of services. No other standards or warranties, expressed or implied, including warranties of marketability or fitness for a particular purpose apply. The Client will notify Yellotech in writing of any deficiencies in the services within 15 days of their discovery but not later than 120 days after substantial completion of the services. The Client will give Yellotech a reasonable opportunity to correct these deficiencies.

4. Client’s Responsibilities

You will help us where you can. The Client will provide permits, licenses, approvals and consents necessary for the performance of the services, except those maintained by Yellotech for its ordinary conduct of business. The Client will provide Yellotech with all reasonably available documents that are related to the services.

5. Price and Payment

The price shall be at Yellotech’s sole discretion, one or more of the following:
(a) Price as quoted by Yellotech to the Client. The quoted price or rates shall not alter providing the Client accepts Yellotech’s quote in writing within thirty (30) days of the date of the quotation.
(b) Yellotech’s price as per Yellotech’s current rates as when the service is provided.
Unless specified otherwise in writing, the Client authorizes Yellotech to undertake work on an hourly-rate basis. Yellotech may provide an estimated time to complete this work. Such estimates are not binding, and all hours designated as performed will be charged at the rates set out or otherwise agreed. Yellotech reserves the right to not provide estimates for work regarded by Yellotech to be less than 24 billing hours. Yellotech may agree to perform certain work for a fixed price in accordance with an agreed specification. In this event, the specification and prices are fixed. Any additional or unspecified work will be billed to the Client's account. A thirty percent payment of any fixed-price component is required prior to commencement of work. Yellotech will submit periodic invoices that are due upon receipt. The Client will notify Yellotech in writing within 7 days of any disputed item on the invoice and pay all undisputed items within 15 days from invoice date. Overdue payments will attract interest at the lower of 1½ percent per month or the maximum lawful rate. Yellotech may terminate its services upon 10 days written notice any time payment is overdue on any account of the Client. Client agrees to pay for all services through termination, plus termination and collection costs.

6. Requests for Work

Work requested by the Client (including employees or representatives of the Client), in written, electronic, or verbal form, is authorized by the Client. Support will be provided solely to the authorized individual(s) specified by you that Yellotech will communicate with when providing Support ("Support Contacts"). Yellotech strongly recommends that your Support Contact(s) have technical knowledge. The Client may choose to work through a "Company Primary Contact". If so, the Client must inform Yellotech of this decision in writing or electronically. Subsequent to this advice the Company Primary Contact has sole authority to request billable work. All requests made by the Company Primary Contact are considered authorized.

7. Deadlines

Yellotech may choose to estimate the completion date of a project. While we will endeavour to meet all deadlines, we do not offer any guarantees, and Yellotech is not liable for losses suffered due to a project being completed reasonable after the estimated completion date.

8. Limited Liability

Yellotech will perform the services with the skill and care ordinarily used by qualified experienced professionals. In no event shall Yellotech be liable for any accidental, consequential, incidental or indirect damages of any kind (including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or from the inability to use the software systems.

9. Cancellations by the Client

If any hourly job is cancelled by the Client after commencement, Yellotech will charge for all hours up to that point in time. If an hourly job is cancelled by the Client, any pre-paid work not fully completed will not be refunded; however, the remaining balance will be credited to the Client's account for future utilisation. If any fixed price job is cancelled by the Client, Yellotech will retain the initial thirty percent of pre-paid value. Any further hours completed will be charged to the Client as a proportion of the quoted price based on hours completed to that point in time.

10. Cancellations by Yellotech

Yellotech reserves the right to terminate any previously agreed project specification for fixed price work without prior notice. Yellotech will charge on a pro-rate basis for any work completed. Yellotech reserves the right to terminate any previously purchased pre-paid work blocks without prior notice. In this case, the Client will be refunded for hours not completed as a proportion of the pre-paid blocks purchase value. Yellotech reserves the right to terminate any ongoing service contract with fourteen days notice. In this case, any paid unexecuted services will be refunded at the proportion of the charged price based on a percentage of specified project completed.

11. Confidentiality

Information about Agreement between Client and Yellotech, Yellotech's services and information provided by the Client about his services will be maintained in confidence and will not be disclosed to others without the Client’s consent, except as Yellotech believes is necessary to perform its services, comply with professional standards. Yellotech will make reasonable efforts to notify the Client prior to any disclosure except as necessary to perform its services. Information available to the public and unprotected information acquired from third parties will not be considered confidential. The Client will reimburse Yellotech to respond to any subpoena or governmental inquiry or audit related to the services at Yellotech's standard rates then in effect.

12. Other

If these Terms of Service have been provided to you, your verbal authorization to commence services constitutes your acceptance of them.

 

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