Managed Services Agreement (MSA)
WeldComputer Corporation (as applicable, “WeldComputer”) is willing to provide certain services to you as the individual, the company, or the legal entity (referenced below as “You” or “Your” or “Customer”) that enters into a written quotation, work order, statement of work or similar document with WeldComputer that references these terms and conditions (this “Agreement”) only on the condition that you accept all of the terms of this Agreement.
By entering into a written quotation, Statement of Work, or similar document with WeldComputer that references the agreement below, you agree to the terms and conditions of this Agreement. WeldComputer will provide the Customer with the Managed Services (“Services”) outlined in the Statement of Work (“SOW”) for the accompanying service. If you enter into a separate written agreement with WeldComputer for the services, then the terms of that separate written agreement shall apply, and this Agreement shall have no effect.
Duties of WeldComputer
WeldComputer agrees to use commercially reasonable efforts to deliver and support the Services for the Customer under industry standards.
Duties of the Customer
The Customer agrees to (i) timely submit all payments to WeldComputer at WeldComputer’s place of business; (ii) provide WeldComputer with access to the Customer’s welding machines, equipment, resources, and personnel under the SOW.
Fees and Payment Schedule
The fees (“Fees”) for Service Offerings are outlined in each SOW and are reflected in the quote signed by the Customer.
The Customer agrees to pay the fees, charges, and other amounts under the applicable SOW. WeldComputer will invoice the customer upon executing a SOW unless otherwise agreed by the parties. All fees are non-refundable unless otherwise stated herein.
Professional Services Payment
- WeldComputer Professional Services are delivered either in-person or remotely as specified by the specific quote or SOW.
- The cost, payment terms, and payment schedule for any Professional Services that accompany product purchases will be specified in the quote or SOW.
- Any fixed cost quotation is predicated upon the condition that no delays be imposed upon WeldComputer personnel that are not within the control of WeldComputer personnel.
Managed Services Payment
- Managed Services are scoped per machine, paid by the customer in monthly increments.
- The number of customer machines covered in scope will be determined based on the quote provided to the customer.
- Recurring managed services payments are set to automatically bill 30 days in advance of monthly Services.
- The accepted payment method is by Credit Card unless otherwise specified.
- Onboarding fees are billed separately in accordance with the quote provided.
- Out-of-scope work, such as installation professional services, will be billed on a separate invoice from the monthly recurring managed services invoice.
- Discounts are offered for pre-payment of the total 12 months annual payment in advance
Finance Charges and Non-Payment
All late payments are subject to a 1.5% per month finance charge. Payments more than ten days past the due date as specified herein shall be considered late. WeldComputer will have no obligation to perform any services for Customer, whether included in this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this agreement have been paid in full by the Customer when due. In the event of non-payment of any sum due and owing under this Agreement, WeldComputer shall have the right to suspend or immediately terminate the providing of all Services, without notice, and WeldComputer may determine whether or not to reinstate any Services upon receipt of payment in full of all sums owed.
WeldComputer will use our best efforts to protect against unauthorized use. WeldComputer and its employees will not use or disclose any Customer information, except as necessary for or consistent with providing the contracted services, unless such written authorization is granted to WeldComputer by the Customer.
Customers must designate which employee(s) are authorized to receive communications regarding the Service from WeldComputer by providing WeldComputer a list of authorized account emails.
Limitation of Liability
WeldComputer shall perform all services using the same level of care or better than that is expected in the industry. However, in no event shall WeldComputer be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs and damages. Recommendations provided by the Service are made with the best intent, and the Customer must choose to enact any and all recommendations, understanding that WeldComputer shall not be held liable.
Terms and Conditions
The term of each Services order will be as set forth on the SOW. Termination of an SOW will not terminate this Agreement. Either party may terminate this Agreement or any SOW (i) immediately in the event of a material breach of this Agreement or any such SOW by the other party that is not cured within thirty days of written notice thereof from the other party, or (ii) immediately if the other party ceases doing business, or is the subject of voluntary or involuntary bankruptcy, insolvency or similar proceeding that is not dismissed within sixty days of filing. Either party may also terminate this Agreement upon no less than thirty days’ prior written notice to the other party for any reason if at such time there are no outstanding SOWs currently in effect. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement shall survive such termination. Unless either party provides the other with written notice of its election not to renew the term for any Managed Services at least thirty days prior to such renewal date, the term for any Managed Services will renew for a term of one year at the rate listed on the applicable SOW. In connection with any renewal term, WeldComputer reserves the right to change the rates, applicable charges, and usage policies and to introduce new charges for any subsequent term, upon providing Customer written notice thereof (which may be provided by e-mail) at least 60 days prior to the end of the then-current term for any Managed Services.
Other than payment obligations hereunder, neither party will be liable for any inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (including, but not limited to, natural disaster, the act of war or terrorism, riot, global health crisis, acts of God, or government intervention), except for mere economic hardship, so long as the party continues to use commercially reasonable efforts to resume performance.
This Agreement shall be effective for one (1) year (“Term”), commencing on the date this Agreement is executed by Customer and accepted and executed by WeldComputer (“Effective Date”), and shall automatically renew for additional one-year periods on each anniversary of the Effective Date.
Either party may terminate this Agreement at any time by providing at least three (3) months (“Notice Period”) prior written notice to the other party. Customer acknowledges and agrees that Customer is responsible to pay monthly Fees for Service Offerings during the Notice Period, regardless if Customer requests not to receive such Service Offerings during the Notice Period, at the same monthly amount as the average of the three (3) month period immediately preceding the notice of termination. Unless specified otherwise herein, (i) all notices must be in writing and sent to email@example.com.
WeldComputer may immediately terminate this Agreement upon written notice to Customer if Customer (i) fails to make any payment to WeldComputer when due and such failure continues for a period of five (5) labor days following written notice of such failure by WeldComputer to Customer (ii) breaches any other provision of this Agreement.
Equipment provided by WeldComputer Corporation is warranted to be free from defects in materials and workmanship for a period of one year from the date of delivery, provided such equipment is used in the fashion for which it was intended and has not been modified or subjected to abuse. WeldComputer Corporation’s liability is limited to the repair or replacement of, at WeldComputer Corporation’s sole option, any equipment proved defective, provided such equipment is returned to WeldComputer Corporation prepaid. The warranties expressed above are in lieu of and exclusive of all other warranties. There are no other warranties, expressed or implied, except as stated herein. In no event shall WeldComputer Corporation be liable or responsible for incidental or consequential damages, even if the possibility of such incidental or consequential damages has been made known to WeldComputer Corporation. WeldComputer Corporation reserves the right to discontinue the manufacture of any product or change product materials, design, or specifications without notice.
WeldComputer does not warrant the uninterrupted or error-free operation or provision of the Services, or that the Services will be free from interruption. The Services may become unavailable due to various factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet.
In no event shall WeldComputer Corporation be liable or responsible for incidental or consequential damages, even if the possibility of such incidental or consequential damages has been made known to WeldComputer Corporation. WeldComputer Corporation reserves the right to discontinue any Services in the future.
Customer represents that it has not relied on the availability of any future feature or version of the Services or any future product or service in executing this Agreement or purchasing any Services hereunder.
Each party represents and warrants to the other party that (i) it has the full right, power, and authority to enter into and to perform this Agreement; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it under its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally; and (iv) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach or default under (a) the governing corporate or company documents of such party; (b) any agreement, lease, mortgage, license or other contracts to which such party is a party; or (c) any law, rule, regulation, order, decree or consent action by which such party is bound or to which it is subject.
By issuing a Purchase Order to WeldComputer with any service, the signer of said Purchase Order agrees that they have duly authorized permission to execute and enter into an agreement under this Master Services Agreement for WeldComputer on behalf of the Customer’s organization upon the date of the Purchase Order.