TS Controls
Terms and Conditions for TS Controls Contracting Agreements
1. Introduction
These Terms and Conditions ("Terms") govern the provision of controls and automation engineering contracting services ("Services") by TS Controls ("Company", "we", "us", "our") to the client ("Client", "you", "your"). By engaging our Services, you agree to be bound by these Terms.
2. Scope of Services
The specific scope of Services will be detailed in a separate contract or statement of work ("SOW") agreed upon by both parties. Any changes to the scope must be documented in writing and approved by both parties.
3. Fees and Payment
3.1 Fees: The fees for Services will be outlined in the SOW.
3.2 Payment Terms: Payment terms will be specified in the invoice. Invoices are due and payable within 15 days from the invoice date, unless otherwise agreed upon prior.
3.3 Late Payments: Late payments may incur interest at a rate of 15% per month.
4. Client Responsibilities
4.1 Access: Client shall provide necessary access to facilities, systems, and personnel as required for the performance of Services.
4.2 Information: Client shall provide accurate and complete information relevant to the Services.
5. Intellectual Property
5.1 Ownership: All intellectual property developed during the performance of Services shall be owned by the Company unless otherwise agreed in writing.
5.2 License: Client is granted a non-exclusive, non-transferable license to use the deliverables for its internal purposes.
6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of Services. This obligation shall survive the termination of this agreement.
7. Warranties and Liability
7.1 Warranty: Company warrants that Services will be performed in a professional and workmanlike manner.
7.2 Limitation of Liability: Company's liability for any claims arising out of this agreement shall be limited to the amount paid by Client for the Services. In no event shall Company be liable for any indirect, incidental, or consequential damages.
8. Termination
8.1 Termination for Convenience: Either party may terminate this agreement upon 30 days' written notice.
8.2 Termination for Cause: Either party may terminate this agreement immediately if the other party breaches any material term of this agreement and fails to remedy the breach within 10 days after receipt of written notice.
9. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.
10. Dispute Resolution
Any disputes arising out of or in connection with this agreement shall be resolved through negotiation. If the parties cannot resolve the dispute through negotiation, the dispute shall be submitted to mediation before resorting to litigation.
11. Miscellaneous
11.1 Entire Agreement: These Terms, together with the SOW, constitute the entire agreement between the parties.
11.2 Amendments: Any amendments to this agreement must be in writing and signed by both parties.
11.3 Severability: If any provision of this agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
12. Contact Information
For any questions or concerns regarding these Terms, please contact us at:
TS Controls
sales@ts-controls.com
877-545-0698
By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.