Radically Distinct Professional Service Terms & Conditions
Radically Distinct, LLC (”RAD”) and the Client agree that the following Terms and Conditions (“Terms”) that will apply to any coaching, consulting, designing or any work by RAD (“Services”) as agreed between the parties in any Statement of Work (“SOW”).
Compensation: Client agrees to pay RAD the fees and expenses set forth in the applicable SOW. RAD will invoice Client on a schedule set forth in a SOW. Unless otherwise agreed in a SOW, all SOWs are nonrefundable, and RAD will not perform any Services that are not paid in advance by Client. If any amounts are due, Interest will be charged at the rate of 1.0% per month on any overdue amounts.
Term and Termination: These Terms become effective on the date any SOW is signed, and will remain effective for the length of any SOW. Any Terms that should survive termination or expiration of any SOW, shall survive and remain effective.
Client’s Responsibilities: Client agrees to follow guidelines in applicable SOW
Confidential Information: Both parties agree to safeguard all transferred proprietary information and use reasonable efforts (consistent with those used in the protection of their own proprietary information) to prevent disclosure of such confidential information to third parties. However, neither party shall be obligated in any respect to information which (a) was in the receiving party's possession before receipt from the disclosing party; (b) is or becomes a matter of public knowledge through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party. Receiving party may only use transferred confidential information for the purpose of the SOW and such information shall be returned to the disclosing party upon request.
Representations: RAD will perform all Services in compliance with prevailing professional industry standards. Any failure to provide Services within this warranty shall entitle Client, in their sole remedy, of the re-performance of Services. Client understands that RAD Services are advisory and supportive only and that Client bears sole responsibility for the use and implementation of these services in Client’s business. No other warranties are provided and Services are otherwise provided “AS IS”.
Disclaimer and Limitation of Liability:
6.1 RAD WILL IN NO EVENT BE LIABLE FOR LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, EVEN IF RAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST THE CUSTOMER BY ANY OTHER PARTY.
6.2 THIS SERVICE AGREEMENT DOES NOT CONTAIN OR OFFER ANY WARRANTIES BY RAD, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
6.3 IN NO EVENT WILL RAD’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY SOW, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), AND INCLUDING ANY LIABILITY UNDER SECTIONS 5, EXCEED THE AGGREGATE PURCHASE PRICE FOR SERVICES IN QUESTION PAID BY CLIENT TO RAD UNDER ANY APPLICABLE SOW.
Independent Contractor: The parties shall act as independent contractors. Neither party shall act as, or be deemed to be, an agent for or partner of the other party for any purpose nor shall either party have the authority to bind the other.
General: These Terms together with any SOW are the sole agreement between the parties for the provision of the Services. If there is a conflict among the documents, this agreement shall take precedence over the SOW. The SOW and these Terms supersede all prior understandings. Any preprinted or other terms and conditions contained in any purchase SOW issued by Client shall be of no effect.
8.1 Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control, such as acts of God, fire, theft, war, acts of terrorism, riot, embargoes, civil insurrections, strikes, flood, earthquake, volcanic eruption, shortages of material or energy or acts of civil or military authorities. If performance is to be delayed by such contingencies, the affected party shall notify the other party in writing.
8.2 The Customer shall not assign this Agreement or any obligations or rights hereunder without the express written consent of RAD. This Agreement contains the entire Agreement between the parties, and no modification or waiver of any of the provisions, or any future representation, promise, or addition shall be binding upon the parties unless agreed to in writing. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.
Governing Law: Any question concerning the validity, construction or performance of this Agreement shall be governed by the laws of the State of Washington, USA. Sole venue and exclusive jurisdiction shall rest with the courts at King County, Washington, USA.