TLC Professional Services Terms and Conditions
1 Payment. Pursuant to these TLC Professional Services Terms and Conditions (“Agreement”) Customer agrees to pay for Services, as referenced, on a time and materials basis at the rates or fixed fee specified. If no rate or fixed fee is specified, Customer agrees to pay for Services at quoted rates of TLC Network Enterprise (“TLC”). Charges for fraction of hours shall be rounded to the nearest whole number. Provided Customer is eligible for TLC’s credit terms, charges for Services will be invoiced after the Services are performed on a monthly basis unless otherwise specified. Customer shall make payment for Services and reasonable travel and living expenses incurred by TLC within 30 days of invoice date. Any overdue amounts shall be subjected to a finance charge at the rate of 1.5% per month commencing on the date such amount becomes overdue, or the highest rate permitted by applicable law, whichever is higher. Customer will pay any tax TLC becomes obligated to pay by virtue of this Agreement exclusive of taxes based on the net income of TLC. This Agreement is for Services and does not include parts, hardwares, materials or goods.
2 Services. TLC shall make reasonable endeavors to provide Services on a timely basis, subject to availability of qualified personnel and the difficulty and scope of the Services to be provided. However, TLC shall not be liable for its failure to do so, nor will it be in breach of this Agreement solely by reason of such failure. TLC may reassign and substitute personnel at anytime and may provide the same or similar Services to other customers. Services supplied by TLC under this Agreement are provided to assist Customer. Customer, not TLC, will be responsible for determining objectives.
3 Property Rights. Any ideas, concepts, inventions, know-how, data-processing techniques, software or documentation developed by TLC personnel (alone or jointly with Customer) in connection with Services provided to Customer (“TLC Information”) will be the exclusive property of TLC, except to the extent that such items are a derivative of Customer’s property. Upon payment of all sums due, TLC grants Customer a non- exclusive, royalty-free, nontransferable (without right to sublicense) license to use the software or other proprietary rights in Services developed under this Agreement. TLC may provide Customer with specific, customized or unique suggestions or information as part of the Services developed by TLC, which suggestions or information do not have application to other customers of TLC (“Customer-Owned Information”). TLC will identify all Customer-Owned Information and furnish that information to Customer subject to the qualifications set forth in this Agreement, and Customer will own all of TLC's right, title and interest in the Customer-Owned Information.
4 Warranty. Except as expressly represented otherwise in this Agreement, and to the extent not prohibited by law, all Services, including any documentation, publications, software programs or code, and other information provided by or on behalf of TLC to Customer under this Agreement are furnished on an “AS-IS” basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, usefulness, sufficiency and accuracy. ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY TLC. NO ORAL OR WRITTEN INFORMATION PROVIDED BY TLC SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THIS AGREEMENT.
5 Liability. TO THE EXTENT PERMITTED BY LAW, TLC WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST OF PROFITS, EVEN IF TLC HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. IN THE EVENT THAT TLC FAILS TO PROVIDE SERVICES IN ACCORDANCE WITH THIS AGREEMENT, TLC'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY SHALL BE FOR TLC TO USE ITS REASONABLE EFFORTS TO RE-PERFORM THOSE SERVICES WITHIN A REASONABLE PERIOD OF TIME; PROVIDED, THAT IN THE EVENT TLC IS UNABLE TO CORRECT ANY DEFAULT OR BREACH OF THIS AGREEMENT, TLC MAY ELECT TO REFUND ALL PAYMENTS ACTUALLY RECEIVED FROM CUSTOMER FOR THE SERVICES IN QUESTION IN FULL SATISFACTION OF TLC'S OBLIGATIONS UNDER ALL THEORIES OF LAW. SUCH REFUND SHALL CONSTITUTE TLC'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR SUCH DEFAULT OR BREACH. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR DAMAGES OF TLC, ITS EMPLOYEES OR AGENTS, EXCEED THE AMOUNTS CUSTOMER ACTUALLY PAID TO TLC FOR THE SERVICES AS STATED UNDER THIS AGREEMENT. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.
6 Confidentiality. To the extent permitted by law, both parties agree to preserve the confidentiality of data and information relating to the other’s business, including data and information belonging to third parties, that is either in writing marked as confidential or, if disclosed orally, communicated as confidential at time of disclosure and confirmed as confidential in writing within thirty (30) days of disclosure ("Confidential Information”). Neither party will have any obligation to maintain the confidentiality of any data or information which (a) was in the receiving party’s lawful possession prior to the submission thereof by the owning party (b) is lawfully obtained by the receiving party from a third party under no obligation of confidentiality, (c) is or becomes generally known or available other than by unauthorized disclosure, or (d) is independently developed by either party. Both parties will keep all Confidential Information in confidence and will not disclose any item of Confidential Information to any person other than employees, agents, or contractors who need to know the same in the performance of their duties to the parties. The receiving party will protect and maintain the confidentiality of all Confidential Information with the same degree of care as it employs to protect its own Confidential Information, but in any event with at least a reasonable degree of care. TLC is not precluded from developing and marketing products, which provide the same or similar functionality as the Services, provided that such products do not use Customer’s Confidential Information or incorporate work originally created by or owned by Customer. Neither party may export the other’s Confidential Information without the other party’s written consent. The obligations created under this Section shall survive the termination of this Agreement for a period of five (5) years.
7 Term. This Agreement shall terminate on the End Date. If no End Date is specified, this Agreement shall terminate twelve (12) months from the date of this Agreement. This Agreement may be renewed or extended upon the mutual consent of the both parties. Customer will have the right to terminate this Agreement after work has commenced upon ten (10) days written notice, provided that Customer will pay to TLC all charges for Services performed and all expenses incurred by TLC up to the effective date of such termination. TLC may at its option terminate this Agreement immediately if Customer has (i) failed to cure any breach of this Agreement within thirty (30) days of written notice from TLC, (ii) breached the terms of section 6, or (iii) failed to pay any outstanding sum within five (5) days of written notice of delinquency. In addition, TLC may at its option suspend Services immediately upon Customer’s failure to make payment in accordance to this Agreement. The provisions of Sections 1, 3, 4, 5, 8, 9, 10 and 11 shall survive termination of this Agreement.
8 Non-Solicitation. During the term of this Agreement, and for one (1) year thereafter, Customer shall not offer employment to, or employ, an employee or contractor of the other party directly involved in the Services, or induce such employee or contractor of TLC to breach any employment agreement or services contract with the TLC. This provision shall not preclude Customer from making offers of employment through public advertisements.
9 Publicity. In connection with TLC’s promotion of its professional services, including but not limited to, the listing on its web site of customers who have utilized such services, Customer grants to TLC a worldwide non-exclusive royalty free license to publicly use Customer’s name and trademark(s). TLC agrees to make reasonable efforts to adhere to any trademark guidelines that Customer may wish TLC to adopt, as delivered in writing to TLC from time to time.
10 Cancellation Customer may cancel Services prior to the start date by providing email notice with receipt confirmation to TLC at billing at legendarycomputing dot com. TLC is not responsible for errors in the delivery of cancellation or reschedule notices. When notice is received at least fifteen calendar days (15) days or more in advance of the estimated start date of Services, the Customer is entitled to a refund if payment was prepaid, or may reschedule for a later available date without penalty. There are no refunds or reschedule allowances for Service changes made within fourteen (14) days of the estimated start date of Services. TLC reserves the right to cancel or reschedule Services dates at any time, or replace personnel who may be assigned to deliver the Services. If TLC cancels a Service, the Customer is entitled to a refund if payment was prepaid, or may reschedule for a later available date without penalty. TLC shall not be responsible for any loss incurred by Customer as a result of a cancellation or reschedule.
11 Miscellaneous. To the extent permitted by law , the laws of Malaysia shall govern this Agreement. Neither party shall be liable for any delay or failure to meet its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, factory or other labor conditions, fire, flood, earthquake or storm. If any provision of this Agreement should be held to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions, and the parties will substitute for such provision an enforceable and valid provision, which most closely approximates the intent and economic effect of the unenforceable or invalid provision. This Agreement constitutes the entire agreement between the parties with respect to the Services provided hereunder and supersedes all prior proposals, both written and oral, and all other written and oral communications between the parties. No modification to the Agreement will be binding unless it is in writing and signed by an authorized representative of each party. TLC may use subcontractors to perform any Services hereunder. Any quote for Services will be valid for 30 days, unless otherwise specified.