The following Standard Terms and Conditions are fully incorporated and included in the Quote for the Project. In the event a Standard Term or Condition or a portion of a Standard Term or Condition directly conflicts with a provision contained in the Quote, the Quote shall supersede the Standard Term and Condition as to the conflicting portion of the Standard Term or Condition. Where a Standard Term or Condition provides additional information, terms, or clarification, of a provision contained in the Quote, the Standard Term or Condition shall be fully incorporated in the Quote.
Acceptance by Client of the Quote, or receipt by DeSoto Consulting, LLC of the Client’s required deposit pursuant to the Quote, creates a binding contract (“Contract”) that includes these Standard Terms and Conditions and cannot be canceled or modified except by mutual consent of the parties.
Changes in equipment or software specifications are subject to prior approval by Client and DeSoto Consulting, LLC. Any additional charges for changes shall be paid for by the Client as part of the Contract. Any savings resulting from such changes shall similarly be applied to the Contract.
Payment is due within ten (10) days of receipt of an invoice unless otherwise stated in the Quote or agreed upon in writing by DeSoto Consulting, LLC. Late invoices shall be charged 1.5% interest per week. A 50% deposit is required for a Project to commence unless otherwise stated in the Quote. Late payments will be subject to a $25.00 late fee plus interest at the rate of 18% per annum until paid in full. Payments made by credit card shall be subject to a 3% service fee.
It is understood that any applicable Federal, State or local taxes shall be added to each invoice for services or materials rendered under this Contract. Client shall pay any such taxes unless an appropriate valid exemption certificate is furnished to DeSoto Consulting, LLC.
In the event Client cancels the Contract or any portion thereof, a 25% materials restocking fee and a 10% service fee will be charged to Client, provided, however, that if the materials cannot be restocked due to alteration prior to installation or refusal of the manufacturer to accept the return of the materials, the full cost of materials will be charged to Client.
Equipment and licenses to software purchased by DeSoto Consulting, LLC for the Client are the property of Client. Client and DeSoto Consulting, LLC, agree to comply with the terms and conditions of all equipment and software licenses.
Notices. Except as otherwise provided herein, all notices, consents, waivers, or demands of any kind which the parties may be required or may desire to serve on the other in connection with this Contract shall be in writing and shall be delivered by personal service, by air courier or overnight delivery service (e.g., Federal Express), or by certified mail, return receipt requested, with postage fully prepaid. All notices to Client shall be sent to the Client at the location listed on the Quote. All notices to DeSoto Consulting, LLC shall be sent to DeSoto Consulting, LLC, Attn: Sergio DeSoto, 9014 N. 23rd Ave Suite 14, Phoenix AZ 85021.
Dispute Resolution; Forum and Jurisdiction; Attorney’s Fees and Costs. This Contract shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law principles. Client and DeSoto Consulting, LLC agree that the forum to resolve any dispute or breach of this Contract shall be through arbitration conducted pursuant to the Rules for Commercial Arbitration of the American Arbitration Association, at a location within Maricopa County, Arizona, and that the decision of the arbitrator shall be binding, and that the prevailing party shall be entitled to reasonable attorney’s fees and costs as determined by the arbitrator. The decision rendered by the arbitrator shall be final and binding upon the parties and may be entered as a judgment in, and enforced by, any court of competent jurisdiction. The parties agree that a demand for arbitration or action of any kind or nature arising out of this Agreement or out of any use of services by Client must be brought within one year after the date on which the cause of action first arises.
Should any provision of the Contract be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be a part of the Contract.
The language in all parts of this Contract shall be in all cases construed according to its fair meaning and not strictly for or against either party.
There are no other agreements expressed or implied other than those specified in the Contract.
Electronic Signatures, and Email. The Contract and any amendments thereto may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The Contract and any amendments thereto may be executed through electronic signature by the parties or through written approval as stated in emails between DeSoto Consulting, LLC and the Client.
Nothing contained in this Contract shall constitute or create or be construed to constitute or create an employer-employee relationship, partnership or joint venture between the parties. In entering into this Contract and performing hereunder, DeSoto Consulting, LLC, is at all times acting and performing solely as an independent contractor and will hold itself out as being an independent contractor.
Force Majeure. DeSoto Consulting, LLC shall be excused from performance, and shall not be liable for damages or otherwise, if and to the extent that DeSoto Consulting, LLC is unable to perform due to any act, event, cause or condition that is beyond its reasonable control, including but not limited to accidents, acts of God, acts of any government, failure of third-party communications networks, war, terrorist activity, industrial or labor disputes, pandemic, fire, flood, explosion, civil disorder, power failure, equipment failure, acts of civil or military authorities, theft, vandalism, misuse, insurrection, inability to obtain the necessary supplies, and the like. DeSoto Consulting, LLC will make all reasonable efforts to notify Client of the occurrence of any such event.
Warranty. Client acknowledges that DeSoto Consulting, LLC provides no guarantee or warranty that its services will result in a particular outcome. Equipment and products purchased by DeSoto Consulting, LLC are not warranted by DeSoto Consulting, LLC, and are subject only to any warranties provided by the manufacturer of the equipment.
Limitation of Liability and Indemnification. Except as a result of gross negligence or intentional misconduct, DeSoto Consulting, LLC shall not be liable either in contract, tort or otherwise, to Client, its employees, agents or any third party, for any injury or damages, including without limitation, any direct, indirect, special or consequential damages, expenses, costs, profits, lost savings or earnings, interruption to business activity, lost or corrupted data, or other liability arising out of or related to the services provided by DeSoto Consulting, LLC or out of the installation, de-installation, use of, or inability to use the Client’s computer equipment, hardware, software or peripherals, or resulting from malware, virus and data theft. The Client will, upon demand, indemnify DeSoto Consulting, LLC with respect of any loss, damage or injury arising from the provision of the services. This indemnity shall survive the expiration or termination of this Contract for any reason.
DeSoto Consulting, LLC and its contractors’ liability to Client for any claim arising under this Agreement, if any, whether based on breach of contract, tort or otherwise will not exceed the amounts paid by Client for the defective portion of the services that is the subject of the claim, and in no event will DeSoto Consulting, LLC’s or its contractors’ aggregate liability for all claims under this Contract exceed the total fees paid by Client for the specific portion of services in dispute.
Except as a result of gross negligence or intentional misconduct by DeSoto Consulting, LLC, Client shall be responsible for all court costs and other reasonable expenses, including attorney fees and costs, incurred by DeSoto Consulting, LLC, its employees, agents or subcontractors in defending any action brought against DeSoto Consulting, LLC, its employees, agents or subcontractors, by any third party for injury or damage claimed to have been suffered as a result of the work performed pursuant to this Contract.