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Revised 3/21/24

  1. General: These standard terms and conditions apply to the business transactions described in any proposal attached hereto (the “Proposal”) or which references these standard terms and conditions as governing the proposal, and set forth the business terms on which Rand Worldwide, Inc. and any of its subsidiaries and affiliates (the “Company”) agree to provide products and/or perform services for the Customer. These terms and conditions may only be changed by written agreement signed by both parties. The issuance of a purchase order and/or signed proposal herein by Customer for any of the products or services included on the Proposal or the signed acceptance of the Proposal constitutes Customer’s acceptance of these terms and conditions. In the event that Company and the Customer enter into a Services Agreement and there are any inconsistencies or conflicts between documents, the priority order shall be Services Agreement, Proposal, Purchase Order. These standard terms and conditions and any Proposal accepted by Customer shall be deemed the “Agreement.” Customer acknowledges that the products subject to this Agreement are owned by their developer, Company is facilitating Customer’s ability to have access to the products, Customer’s right to use the products are granted by and subject to any license agreement the developer provides to Customer, and this Agreement is not a license from a developer.
  2. Prices and Payment: Prices in a Proposal are valid through the Effective Date set forth therein. Customer agrees to pay the quoted fees for the products and services provided under this Proposal. Unless otherwise noted on a Proposal, the fees are exclusive of all taxes and Customer shall pay any sales, use, goods and services, consumption or other tax and any duties or tariffs that may be assessed. Customer is responsible for obtaining and providing to the Company, at point of sale or issuance of a purchase order, any valid certificate of exemption or similar document required in exempting any transaction hereunder from any such tax liability. If Customer does not provide proof of exemption, Company shall add the assessed tax or tariff to the invoice to be paid by Customer. Estimated taxes are subject to change.
  3. Payment Terms: Standard payment terms for all products, renewals, and services other than described below are net thirty (30) days after invoice date, unless noted differently in Services Agreement and/or Proposal, and subject to credit approval by Company. Standard payment terms for product licenses for which the Proposal lists one or more subsequent payments are net thirty (30) days after the invoice date, and net thirty (30) days after each of the subsequent anniversaries of the invoice date as listed in the Proposal. At Company’s discretion, advance payment may be required in certain cases.
  4. Billing and Payment: Customer understands and agrees that if Customer’s account is overdue, then in addition to any of its other rights or remedies, Company reserves the right to suspend, as applicable, all product licenses, renewals, rights to use products and/or services, and/or services sales until such amounts are paid in full and Company shall have no liability to Customer in connection with or as a result of the same. If Customer believes that Company has billed Customer incorrectly, Customer must notify Company immediately upon receipt of the invoice in writing and no later than fifteen (15) days after the date of the invoice. Customer hereby authorizes Company to investigate Customer’s credit and financial history.
  5. Collection: In the event of a default on payment, Customer acknowledges that Company reserves the right to collect on the outstanding balance due in addition to all applicable fees, including, but not limited to, external collection agency fees, litigation, interest (the highest amount permitted by law), and court costs.
  6. Product Payment Obligation:  Notwithstanding anything to the contrary stated in the Proposal, these terms and conditions, or otherwise, fees related to the product are non-cancellable, and Customer shall remain obligated to pay all payments identified in the Proposal for product licenses, maintenance fees and other fees related to the product, including those for which portions are payable in more than one installment. Neither termination of this Agreement for any reason, cessation of Customer’s use of the product or product license, nor any other reason, shall waive, negate or void Customer’s obligation to make full payment at the time or times set forth in the Proposal.
  7. Services Payment Obligation: In the event of termination of this Agreement or the Purchase Order, the Company shall be paid for all services performed, and related expenses incurred through and including the date of termination. Notwithstanding the foregoing, the Company shall use good faith efforts to reduce costs and/or expenses to Customer related to termination of services.
  8. Change of Delivery Method and Taxes: Customer acknowledges and accepts that additional taxes may be due and will be invoiced should Customer change its delivery method (i.e., electronic to physical delivery or physical to electronic delivery) of the products and/or services which results in additional sales taxes coming due.
  9. Product License and Orders: Company makes no warranty on any products licensed hereunder and any warranty on product license shall be as provided by the manufacturer or developer of the product. If applicable, control of the products will be retained by Company until the full payment owed by Customer has been received. Once full payment has been received and confirmed, the control of the products will be transferred to Customer. Maintenance and warranty coverage for the products shall be provided by the manufacturer of the products.
  10. Service Orders: The Company warrants that services provided hereunder will be performed in a professional and workmanlike manner consistent with generally accepted industry and professional standards. No specific result from the provision of services is assured or guaranteed. Customer may be required to execute a MSA and/or SOW, which will further define the obligations of Company and Customer during a service-related engagement. In the event that services do not require a MSA and/or SOW, Customer’s sole and exclusive remedy for breach of Company’s service obligations shall be, at the Company’s sole discretion and option, to: (i) re-perform the services; or (ii) return to the Customer the appropriate portion of any payment made by Customer with respect to the applicable services.
  11. Limitation of Liability: THE WARRANTIES CONTAINED IN THESE TERMS AND CONDITIONS ARE THE ONLY WARRANTIES MADE BY THE COMPANY. THE COMPANY SPECIFICALLY EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE. FOR BREACH OR DEFAULT BY THE COMPANY OF ANY OF THE PROVISIONS OF THIS AGREEMENT, THE COMPANY’S MAXIMUM LIABILITY, REGARDLESS OF THE NATURE OR FORM OF THE CLAIM OR CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS/SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, TO, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER THIRD PARTY EVEN IF SUCH LOSS IS CAUSED BY THE FAILURE OF THE OTHER PARTY HERETO TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
  12. Non-Solicitation: Company and Customer agree that during the term of this Agreement and for two (2) years thereafter, neither Party shall, without prior written consent of the other, directly or indirectly solicit for employment (other than through general advertising or other general non-targeted solicitation), employ, or offer employment to any employee of the other Party who has worked to a material extent on matters relating to this Agreement, and any of the employees of the other Party or its affiliates. In the event that Customer hires an employee of the Company or Company hires an employee of the Customer, or its affiliates, the infringing party agrees to pay the other party a fee equal to 50% of the other party’s previous year’s compensation (including, but not limited to annual salary, commissions, etc.) of said employee.
  13. Acceptance of Proposal: Company reserves the right to amend or withdraw the Proposal if any increase or decrease in the scope of services or quantity of products result in a reassessment of time, resources, and adjustment of proposed fees. By signing the Proposal, the person signing represents that he/she/they are authorized to bind the corporate entity in contract and that the corporate entity the person represents hereby (i) accepts the terms and conditions of this Agreement and (ii) assumes full financial responsibility for the invoice(s)provided, payable on the terms and conditions set forth herein.