Terms & Conditions

Restrictions on use

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Disclaimer

KutterGroup has provided links and pointers to Internet sites maintained by third parties. We do not operate or control in any respect any information, products or services on these third-party sites. The materials in this site and the third-party sites are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, KutterGroup disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. KutterGroup does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, including bulletin boards, or the server that makes it available, are free of viruses or other harmful components. We do not warrant or make any representations regarding the use or the results of the use of the materials in this site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability, or otherwise. You (and not us) assume the entire cost of all necessary maintenance, repair, or correction.

Limitation of liability

Under no circumstances, including, but not limited to, negligence, shall we be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, our materials. You specifically acknowledge and agree that KutterGroup is not liable for any defamatory, offensive or illegal conduct of any user. If you are dissatisfied with any of our material, or with any of our terms and conditions, your sole and exclusive remedy is to discontinue using our website. 

Service Contract

Payment & Invoices

Consultant shall be paid as agreed upon. Consultant shall submit an invoice for all services rendered. Client shall pay the amount due within 30 days of the date of the invoice.

Late Fees

Late payments by Client shall be subject to late penalty fees of 2% per month, at an annual percentage rate of 24%, of the total outstanding balance from the due date until the amount is paid.

Expenses

Client shall reimburse Consultant for the following expenses that are attributable directly to work performed under this Agreement:

  • postage and courier services
  • parking and tolls
  • printing and reproduction
  • computer services, and
  • other expenses resulting from the work performed under the Agreement.

Consultant shall submit an itemized statement of Consultant's expenses. Client shall pay Consultant within 30 days from the date of each statement.

Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earlier of:

  • the date Consultant completes the services required by this Agreement
  • the date a party terminates the Agreement as provided below or
  • 1 year from the date the contract is executed.

Terminating the Agreement

Either party may terminate this Agreement at any time by giving 10 business days' written notice of termination without cause. Consultant shall be entitled to full payment for services performed prior to the effective date of termination.

Independent Contractor Status

Consultant is an independent contractor, and neither Consultant nor Consultant's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:

  • Consultant has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
  • Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.
  • Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine.
  • Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software and not including required setup materials outlined in Section 2 of this document to be paid for and / or supplied by Client.
  • The services required by this Agreement shall be performed by Consultant, or Consultant's staff, and Client shall not be required to hire, supervise or pay any assistants to help Consultant.
  • Consultant is responsible for paying all ordinary and necessary expenses of its staff.
  • Neither Consultant nor Consultant's staff shall be required to devote full time to the performance of the services required by this Agreement.
  • Client shall not provide insurance coverage of any kind for Consultant or Consultant's staff.
  • Client shall not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay.

Intellectual Property Ownership

Consultant assigns to Client its entire right, title, and interest in anything created or developed by Consultant for Client under this Agreement ("Work Product") including all patents, copyrights, trade secrets, and other proprietary rights. This assignment is conditioned upon full payment of the compensation due Consultant under this Agreement.

Consultant's Materials

Consultant owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Consultant's Materials"). Consultant may, at it's option, include Consultant's Materials in the work performed under this Agreement.

Consultant retains all right, title, and interest, including all copyright, patent rights, and trade secret rights, in Consultant's Materials. Subject to full payment of the consulting fees due under this Agreement, Consultant grants Client a nonexclusive worldwide license to use and sublicense the use of Consultant's Materials for the purpose of developing and marketing its products, but not for the purpose of marketing Consultant's Materials separate from its products. The license shall have a perpetual term and may not be transferred by Client. Client shall make no other commercial use of Consultant's Materials without Consultant's written consent.

Confidentiality

During the term of this Agreement and for 1 year afterward, Consultant will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Consultant uses to protect its own confidential information from unauthorized disclosure.

Confidential information is limited to information clearly marked as confidential, or disclosed orally and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure.

Confidential information does not include information that:

  • the Consultant knew before Client disclosed it
  • is or becomes public knowledge through no fault of Consultant
  • Consultant obtains from sources other than Client who owe no duty of confidentiality to Client, or
  • Consultant independently develops.

Warranties

Consultant warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. Client must report any deficiencies in Consultant's services to Consultant in writing within 30 days of performance to receive warranty remedies.

Client's exclusive remedy for any breach of the above warranty shall be the reperformance of Consultant's services. If Consultant is unable to reperform the services, Client shall be entitled to recover the fees paid to Consultant for the deficient services.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.

Limitation on Consultant's Liability to Client

In no event shall Consultant be liable to Client for lost profits of Client or special, incidental, or consequential damages (even if Consultant has been advised of the possibility of such damages).

Consultant's total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Consultant by Client under this Agreement.

Client shall indemnify Consultant against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party claim or suit, other than for infringement of intellectual property rights, arising out of or in connection with Client's performance under this Agreement. Consultant shall promptly notify Client in writing of such claim or suit, and Client shall have the right to fully control the defense and any settlement of the claim or suit.

Taxes

The rates included here do not include taxes. If Consultant is required to pay any federal, state, or local sales, use, property, or value added taxes based on the services provided under this Agreement, the taxes shall be billed separately to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of such taxes by Client.

Contract Changes

Client and Consultant recognize that:

  • Consultant's original cost and time estimates may be too low due to unforeseen events, or to factors unknown to Consultant when this Agreement was made
  • Client may desire a mid-project change in Consultant's services that would add time and cost to the project and possibly inconvenience Consultant, or
  • other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.

If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties, and added to this Agreement.

Exclusive Agreement

This is the entire Agreement between Consultant and Client.

Applicable Law

This Agreement will be governed by the laws of the state of New York.

Notices

All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

  • when delivered personally to the recipient's address as stated on this Agreement
  • three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or
  • when sent by fax or electronic mail, such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

No Partnership

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.

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