The parties acknowledge and agree that either party may gain access to confidential information of the other party during the course of the Company providing the services. Both parties shall take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement.

 

 

Any disputes that arise between the parties with respect to this Agreement shall be submitted to binding arbitration under, and by a single arbitrator appointed in accordance with, the then current commercial arbitration rules of the American Arbitration Association. Any such arbitration shall be conducted in Albany, New York. The parties shall share equally the costs and expenses of any such arbitration; provided that the arbitrator shall have the authority to award costs and legal fees to the prevailing party if he or she deems appropriate. The final decision of any such arbitrator shall be enforceable in the courts of Albany, New York or any other state in which the Company resides or maintains a place of business.

 

 

  i. A complete description of the issue

 ii. When the issue started and

iii. Any error messages or indications that client received when the issue occurred.

 

The company shall not be responsible for providing support to the extent that issues arise because the client,

1. uses the deliverable in a manner not in accordance with the SOW

2. has modified the deliverable either themselves or, via a third-party

15. Billable Hours

15.1. The Client acknowledges and agrees that any tasks completed on behalf of the Client by the Service Provider ("Company") will count toward billable hours and shall be charged against the total hours included in the Client's subscribed package. Billable tasks may include, but are not limited to:

(a) Performing project tasks

(b) Attending project-related meetings

(c) Completing and reviewing work for the Client

(d) Conducting project-related research

(e) Setting project plans, such as timelines or goals

(f) Responding to project-related emails or phone calls

(g) Revising submitted work upon the Client's request

(h) Communicating with the Client, including phone calls, emails, video conferences, and in-person meetings

15.2. The Company shall dedicate the total hours specified in the package subscribed by the Client to perform the services stipulated in this Agreement. Any hours exceeding the subscribed package shall be billed at a rate of $55 per hour, subject to the Company's discretion.

15.3. In the event that the Client is unable to fully utilize the dedicated hours for the billing period, such hours shall be deemed consumed, and no accumulation or rollover of hours will be provided in the subsequent billing period.

15.4. The Company shall distribute and utilize the billable hours evenly throughout the billing period, based on task priority. The Company may, at its discretion, work extended hours in certain instances, depending on the urgency of the tasks at hand.

15.5. The Company reserves the right to refuse the performance of tasks that may compromise its operations or fall outside the scope of work defined in the subscribed package. Any such refusal shall not constitute a breach of this Agreement or any related agreements.

15.6. The Client agrees to provide clear and reasonable instructions for the performance of tasks and acknowledges that the Company may require additional information, guidance, or direction to complete the tasks effectively and efficiently.

16. Non-Roll Over of Billable Hours

16.1. The Client acknowledges and agrees that any billable hours allocated to the Client under this Agreement or any related agreements ("Billable Hours") cannot be carried forward, accumulated, or rolled over into subsequent billing periods or applied to other services provided by the Service Provider.

16.2. The rationale for this limitation on Billable Hours includes, but is not limited to, the following reasons:

(a) Resource Management: The Service Provider must efficiently allocate resources, including personnel and infrastructure, to effectively manage its workload and meet the needs of all clients. Allowing Billable Hours to roll over would result in an unpredictable and fluctuating workload, making it difficult for the Service Provider to manage resources effectively.

(b) Fairness to All Clients: The Service Provider aims to treat all clients equitably and fairly. By not allowing the roll over of Billable Hours, the Service Provider ensures that all clients receive similar levels of access to and benefit from the services provided.

(c) Business Sustainability: Billable Hours are the primary source of revenue for the Service Provider, and a consistent revenue stream is essential for the continued operation and growth of the business. Allowing Billable Hours to accumulate or roll over would negatively impact the Service Provider's business sustainability by creating inconsistencies in revenue recognition.

16.3. In the event that the Client does not utilize the Billable Hours during the relevant billing period, such hours shall be forfeited without any right to compensation, refund, or credit. The Client acknowledges and agrees that it is their responsibility to monitor and utilize the Billable Hours within the designated time frame.

16.4. The Service Provider reserves the right to modify, amend, or terminate the availability of Billable Hours at any time, with or without prior notice, at its sole discretion.

17. Task Prioritization, Level of Effort, and Advance Notice

17.1. The Client acknowledges and agrees that tasks associated with the services provided by the Company may vary in terms of complexity, level of effort, and time required for completion. To ensure the efficient and timely completion of tasks, the Client shall, in consultation with the Company, prioritize tasks based on their importance and urgency.

17.2. The Company and the Client shall work together to categorize tasks into the following priority levels, based on the level of effort and time required:

(a) High Priority: Tasks that are critical to the project's success, require a significant level of effort, and need to be completed within a short timeframe.

(b) Medium Priority: Tasks that are important to the project's progress but do not require immediate attention or a substantial level of effort.

(c) Low Priority: Tasks that are necessary for the project but can be completed at a later time, with minimal impact on the project's overall progress.

17.3. The Client shall provide the Company with sufficient advance notice, preferably 3-4 days notice, of high priority tasks, allowing the Company to properly estimate the required level of effort, allocate resources, and provide a reasonable timeline for completion. The Client acknowledges that failure to provide adequate advance notice may result in delays or an inability to complete the task within the desired timeframe.

17.4. The Company shall use its best efforts to accommodate high priority tasks within the existing scope of work and allocated billable hours. However, the Client acknowledges that high priority tasks requiring significant effort or resources may impact the completion of other tasks or the distribution of billable hours throughout the billing period.

17.5. In the event that a high priority task necessitates the reallocation of billable hours or the provision of additional resources, the Company shall notify the Client in writing and provide an updated estimate of the time required for completion, as well as any potential impact on the overall project timeline or costs. The Client shall have the right to accept or decline the proposed changes, subject to the terms and conditions of this Agreement.