These are R3’s general operating terms, incorporated by reference into R3 proposals and Managed Services Agreements. The commercial and principal terms for your engagement — including term and renewal, fees and payment, confidentiality, limitation of liability, indemnification, and restrictive covenants — are set out in your R3 proposal or Agreement, which controls.
Company shall provide the Services during the term of the Agreement in accordance with its terms and conditions. Company will provide all resources, labor, expertise, skills, tools, and equipment necessary for the performance of its obligations under the Agreement.
If the Client fails to make any payment by the due date, R3 reserves the right to suspend all or part of the services provided, including access to software licenses and systems, upon written notice of non-payment and a cure period of 10 business days. During suspension, the Client remains liable for all fees, including those incurred during the suspension.
Should the Client remedy the cause of suspension, including full payment of overdue amounts and any applicable late fees, R3 may reinstate services within a reasonable timeframe upon receipt of payment.
If the Client disputes any charge, it must notify R3 in writing within 10 business days of receiving the invoice. The undisputed portion of the invoice remains payable. Both parties shall work in good faith to resolve the dispute promptly; if unresolved within 30 days, the matter may be escalated to arbitration under the governing law section.
All software licenses and technology provided by R3 remain the property of R3 or its licensors. Upon termination or suspension due to non-payment, the Client’s access to such licenses shall be revoked. Any attempt to use such licenses post-termination constitutes a breach of intellectual property laws.
In the event of suspension or termination, R3 shall retain client data in accordance with industry-standard data retention policies for a period of 30 days, during which the Client may request the return or transfer of its data upon settlement of outstanding fees. R3 shall not be liable for data loss beyond this retention period.
The Client acknowledges that technologies are not universally compatible, and that there may be particular services or devices that R3 may be unable to monitor, manage, or patch. R3 agrees to inform the Client when such a situation exists; the Client agrees to correct the situation if applicable and to hold R3 harmless in any case. Patch and antivirus definitions are distributed by their respective software vendors; R3 has no direct control over their effectiveness and shall not be held responsible for interruptions in service due to vendor-released patches.
Any equipment owned by R3 that is not explicitly purchased by the Client remains the property of R3 and must be returned if requested. Client agrees to cease use of any technology that remains the property of R3 upon termination of the Agreement.
Client signatory represents and warrants that it has full corporate power and authority to execute the Agreement and to bind their company. Only individuals with the title of Chief Executive or Chief Financial Officer, or a person designated by either, shall have authority to bind Client.
The relationship of R3 to the Client is that of an independent contractor and not an agent or employee. The Client shall not exercise control or direction over the manner or methods by which R3 provides services other than to require performance consistent with the Agreement. Nothing herein implies a joint venture, agency, employer-employee, or partnership relationship.
R3 agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions that have the potential to create a hazard.
The Client is responsible for obtaining proper and adequate permission for R3 to enter upon and operate within the properties designated as the Client’s work area.
The Client retains title and ownership in all of the Client’s equipment utilized by R3 and must grant authority for R3 to access the Client’s facility. Facility access may be denied at any time; if access is denied, the Client understands that R3 may be unable to perform its duties adequately, and R3 will be held harmless.
Except as otherwise set forth in the Agreement, the Company owns all right, title, and interest in Company intellectual property developed and owned prior to the Effective Date. The Client owns all right, title, and interest in intellectual property provided to the Company by or on behalf of the Client which Company uses under the Agreement.
The Client acknowledges that R3 must have access to any and all systems, resources, and passwords necessary to perform its duties under the Agreement.
Throughout the term, the Company, its employees, and authorized subcontractors shall comply with all applicable laws and regulations, adhere to the Policies and Procedures of the Company and the Client, and undergo required training. The Company will use qualified individuals and perform consistent with industry standards. The Services shall be of good and marketable quality, free from defects in design, materials, workmanship, performance, and title, and shall meet the applicable specifications and requirements.
R3 warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.
The Client may cancel the Agreement in the event of default by R3. R3 shall not be liable for damages occasioned by delays due to causes beyond its control and without its fault or negligence, provided R3 promptly notifies the Client when such a delay becomes apparent.
The provisions of the Agreement are solely for the benefit of the parties, and third parties shall have no rights hereunder.
Neither party may issue press releases or endorsements referencing the other, or include statements attributable to the other, without the prior written consent of that party.
The Agreement is not exclusive; the Company may perform services for third parties that may be similar to those provided to the Client without any obligation or liability to the Client.
Client may not assign the Agreement, in whole or in part, without the Company’s prior written consent. Any attempt to assign other than as permitted is null and void. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of both parties, their successors, and permitted assigns.
The Agreement is governed by the laws of the State of Connecticut, without regard to its conflicts-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts in Connecticut.
The Company shall not be liable for delays or nonperformance resulting from circumstances beyond its reasonable control, including fire, casualty, act of God, labor dispute, war, governmental requirement, electrical surge, flood, deliberate malicious acts, theft, or similar causes. To the extent of such delay, nonperformance shall not be deemed a breach and due dates shall be adjusted accordingly.
Unless otherwise stated, all notices shall be in writing and considered given when delivered personally, five (5) days after certified mailing, one (1) business day after dispatch by commercial overnight carrier, or upon confirmed facsimile delivery.
If any provision is found illegal or unenforceable, it will be deemed restated to reflect as nearly as possible the original intention of the parties, and the remainder of the Agreement will continue in full force and effect.
The Agreement may be executed in counterparts, each deemed an original and all together constituting one and the same Agreement. Faxed or electronic signatures are deemed original signatures and are binding.
A waiver of any breach shall not operate as a waiver of any other breach. No part of the Agreement may be waived, changed, or terminated orally; any waiver, amendment, or modification must be in writing signed by the Client and the Company’s President.
R3 cannot be held bound or responsible for typographical errors or omissions.
The covenants, agreements, representations, and warranties that by their nature should survive termination shall survive the termination of the Agreement at any time and for any reason.