SERVICES AGREEMENT
This Services Agreement (“Agreement”) is between GrandSun Digital Consulting and Technical Assistance, LLC, a Georgia limited liability company, ("GrandSun") and ("Client").
By requesting a service from us, GrandSun and Client hereby agree as follows:
1. NATURE OF SERVICES
1.01 GrandSun agrees pursuant to the terms herein to provide the technology support and consulting services described on Exhibit A attached hereto (the “Services”).
1.02 GrandSun will provide the Services in a manner consistent with accepted professional standards.
1.03 GrandSun is an independent contractor and is not an employee of Client for any purposes.
2. TERM OF AGREEMENT
2.01 This Agreement will commence on the Effective Date and remain in effect until such time that: (a) either party gives thirty (30) days written notice of the desire to terminate the Agreement: or (b) either party fails to comply with section 10 of this Agreement,
3. COMPENSATION
[HOURLY RATE 3.01] Client will pay GrandSun an hourly fee for each man-hour actually worked by GrandSun (to be paid in quarter-hour increments) as set forth on Exhibit B attached hereto.
[PROJECT BASIS 3.01] Client will pay GrandSun, the fees, costs and expenses for the Services as an when specified on Exhibit B attached hereto.
3.02 GrandSun shall maintain records of the hours that Services have been performed.
3.03 Payments to GrandSun shall be due on or before receipt and otherwise in accordance with Exhibit B.
3.04 All fees payable hereunder are exclusive of any equipment, wiring, tools, hardware or software (collectively, the “Equipment”) that GrandSun may require to complete the services to be performed hereunder. Client will purchase, at its cost and expense, all Equipment required in order for GrandSun to perform the services hereunder. To the fullest extent possible, Client will have any and all required Equipment available for GrandSun at the time of the performance of the services hereunder.
4. TRAVEL, LIVING, AND OTHER COSTS
4.01 Client will reimburse GrandSun for all costs and expenses actually incurred by GrandSun in its performance of the Services (including the acquisition of any Equipment), and such reimbursable costs and expenses shall be included in GrandSun’s invoice to Client.
4.02 Notwithstanding the foregoing, Client shall not be required to reimburse any travel, living, training or entertainment costs except to the extent GrandSun’s incurrence of such costs have been authorized in advance by Client.
5. INDEPENDENT CONTRACTOR STATUS
5.01 GrandSun acknowledges that client shall not provide training, direction, control, office services, or collateral supplies in the performance of these services. GrandSun shall provide competent, professional services in the required disciplines using its own appropriate independent skill and judgment, and the manner and means that appear best suitable to it to perform work.
5.02 Client shall have no right or responsibility hereunder to require progress reports, set the order or sequence for performing of services, or set GrandSun's hours or location of work except that GrandSun shall not perform services on Client premises.
5.03 The parties to this Agreement agree that the relationship created by this Agreement is that of client-independent contractor. GrandSun agrees and has advised its personnel, that neither GrandSun nor any of its personnel is an employee of the Client or is entitled to any benefits provided or rights guaranteed by the Client, or by operation of law, to their respective employees, including but not limited to group insurance, liability insurance, disability insurance, paid vacations, sick leave or other leave, retirement plans, health plans, or premium "overtime" payments.
5.04 It shall be GrandSun's responsibility to comply with all Federal, State, and Local tax payment and reporting laws, statutes, and regulations.
5.05 In the event of any claims brought or threatened by any party against Client or the GrandSun relating to the status, acts or omissions of GrandSun or its personnel, GrandSun agrees to cooperate in all reasonable respects, including to support the assertion of employment status made in this Agreement.
5.06 GrandSun covenants that it will maintain liability insurance coverage for the duration of this Agreement.
6. CONFIDENTIALITY
6.01 GrandSun agrees to hold confidential all information, data and techniques disclosed in the course of the work performed hereunder. Such information, et.al., and the results thereof are acknowledged to be the property of Client and must not be removed, disseminated, reproduced, or disclosed to other parties without the prior written approval of the Client. GrandSun promises not to engage in any activities considered to be unethical or damaging to the business reputation of the Client. Client is entitled to actual, but not consequential damages for a violation by GrandSun of its obligations under this section and this Agreement generally.
6.03 GrandSun shall use its best efforts to prevent inadvertent disclosure of any confidential information to any third party, by using the same care and discretion that it uses with similar data designated as confidential.
7. CONFLICT OF INTEREST
7.01 GrandSun may, to the extent consistent with this Agreement, provide services for others during those hours that it is not performing work under this Agreement.
7.02 GrandSun agrees not to hire any of Client’s employees during the term of this agreement or for a period of not less than six months following the conclusion of this agreement.
7.03 Client agrees not to hire any GrandSun employee during the term of this Agreement or for a period of not less than six months following the conclusion of this Agreement without the prior written consent of GrandSun..
8. BREACH
8.01 Any breach of any provision of this Agreement by GrandSun entitles Client to recover from GrandSun actual damages and injunctive relief, but not consequential damages, which Client hereby waives.
8.02 Any breach of any provision of this Agreement by Client entitles GrandSun to recover from Client damages and injunctive relief.
8.03 In any dispute regarding the respective rights and obligations of the parties pursuant to this agreement, the prevailing party shall be entitled to all expenses incurred in seeking such relief, including costs of suit and all reasonable attorneys' fees.
9. GENERAL PROVISIONS
9.01 Any notices to be given by either party to the other may be affected by personal delivery in writing or by mail, registered or certified.
9.02 This agreement together with each Exhibit provided constitutes the entire understanding of the terms and conditions among the parties. This agreement supersedes or cancels any and all other agreements, either oral or in writing.
9.03 Any modification of this agreement will be effective only if it is in writing signed by the parties hereto. No evidence of any modification or waiver of writing shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties, unless the waiver or modification is in writing signed by the parties.
9.04 If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
9.05 This agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
10. ASSIGNMENT
10.01 This agreement may be assigned by GrandSun to one of its certified consultants.
10.02 Client shall have the right to approve any and all individuals assigned by GrandSun to perform services pursuant to this agreement.
11. INDEMNIFICATION
11.01 GrandSun shall indemnify and hold Client harmless from all liability from loss, damage, or injury to persons or property resulting from the gross negligence or willful misconduct of GrandSun.
11.02 Client shall indemnify and hold GrandSun harmless from and against loss, damage, claim, injury or other liability resulting from the performance of GrandSun’s services to Client hereunder (including without limitation loss or damage to Client’s equipment, electronic files, hardware and/or software) except to the extent arising from the gross negligence or willful misconduct of GrandSun.
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GrandSun Digital Consulting and Technical Assistance, LLC, a Georgia limited liability company
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Exhibit A - Services
1. GrandSun's services include individual and coupled in-home tech consulting, tech support, and training on specific client owned tech devices.
2. After initial booking, GrandSun will contact Client for a brief 5-10 questionnaire used to better customize the training session/s.
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Exhibit B - Payment
1. All of GrandSun's in-home visits are chargeable requiring a minimum of 1 hour booking. After the initial hour, the time is charged in 15 minute increments.
2. Any goods supplied by GrandSun are charged separately from our services.
3. GrandSun accepts the following payments:
a. Credit Card - Pre-pay through website
b. Credit Card - Day of Service
c. Cash - Day of Service
d. Check - Day of Service
e. Electronic Transfer - @grandsundigital (CashApp, Venmo, PayPal, etc.)
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