Terms & Conditions
GENERAL: Client retains Simms to design and develop, and Simms agrees to design and develop the Product in accordance with delivered Statement of Work developed jointly by Client and Simms. Simms is responsible for delivering and performing only those professional services specifically identified in the Statement of Work. If Client wants to make any modifications, Client must provide a detailed change order in writing. Any changes may result in cost changes to this agreement. If a conflict arises between the terms of this Agreement, a Change Order or a received Client Purchase Order, the terms of this Agreement will govern.
BILLING: Simms bills monthly for work in progress and invoices are due within thirty (30) days of receipt of invoice. Simms may suspend all services if outstanding amounts become forty-five (45) days in arrears.
MATERIAL EXPENSES: Client will reimburse Simms for material expenses incurred in the development and design process including Client-approved third-party licenses or equipment. Expenses not paid directly by Client shall be paid within thirty (30) days of receipt of Simms's invoice.
CLIENT RESPONSIBILITIES: Client agrees to perform all tasks assigned in this Agreement and aid Simms to complete the Product. If a Simms failure to meet its milestones is caused by Client's failure to meet (or delay in) its responsibilities and schedules, Simms's timelines will be extended, and Client must continue to make timely payments to Simms. Any changes to the Client's current systems that may be required to support the Product must be made at its own expense.
PRODUCT: Products shall be deemed “works made for hire” by Simms. The complete Product, including software code and schematics developed by Simms pursuant to specifications, shall belong exclusively to Client after all fees are paid.
PRE-EXISTING INTELLECTUAL PROPERTY: Any software, software libraries, development tools or technologies created, adapted, or used by Simms in its business generally, will remain the sole property of Simms, and Client shall have no interest in or claim to them, except as necessary to exercise its rights in the Product. Simms grants Client the right to use and distribute Simms Pre-Existing Intellectual Property only when embedded in the Product developed in this agreement. Simms shall notify Client of any Pre-Existing Intellectual Property in this agreement or prior to the completion of this agreement.
PATENT/COPYRIGHT: Simms will make an effort to be aware of possible patent registration or copyright infringements, but preliminary and final searches and protection procedures are the responsibility of the Client.
MARKETING: Client hereby grants Simms the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Simms and a brief scope of services provided. Any use of Simms logos or links on Client's Product must be approved in writing by Client. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
TERMS: Proposals are valid for (30) thirty days. A written purchase order for the full amount indicated or signature on this agreement is required to commence the outlined work. This Agreement shall be effective as of the Effective Date and shall continue in effect until complete payment of the Development Price or until earlier terminated as provided in this Agreement or until the contracted services have been completed. This Agreement shall be in accordance with the laws of the United States and the State of Michigan. No action by Simms or Client arising under this Agreement may be brought at any time more than one (1) years after the facts occurred upon which the cause of action arose.
TERMINATION: If the Client cancels this agreement for any reason, a written notice must be submitted immediately to Simms upon realization. Simms will charge the Client a twenty-five percent (25%) cancellation fee of the total remaining cost of services as outlined within the associated agreement. Agreements which are in excess of 75% fulfilled are payable in full if terminated and is subject to the Billing terms above. All Proprietary or Confidential Information in either party's possession must be returned or destroyed with ten (10) days of termination.
LIABILITY: Upon Client’s acceptance of the agreed upon deliverables, the Client shall assume full responsibility for testing, verifying, and assuring the accuracy, engineering feasibility and safety of all product designs. The Client shall indemnify and defend Simms and save it harmless from any damages, costs or losses that may arise as a result of any product liability action brought against Simms arising out of or relating to services performed or materials prepared in connection with this project.
LIMITATION OF LIABILITY: Simms makes no warranty of any third-party product or software of any kind. Simms shall not be liable for failures caused by third-party hardware or software (including Client's own systems), misuse of the Product, or the negligence or willful misconduct of Client, or acts of nature. Client's exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement. In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.
MUTUAL INDEMNIFICATION: Both parties agree that they shall defend, indemnify, save, and hold each other harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, (collectively "Liabilities") arising out of any damage caused by any products sold or otherwise distributed in connection with the Product.