I.                      Acceptance

Upon signing Simple Strategies, LLC (“SS”) Proposal and/or issuing a Purchase Order, the Customer of SS products or services (“Customer”) shall be deemed to have accepted all of these Terms and Conditions, which shall supersede any other documents or communications between SS and Customer, including any written or oral terms or conditions that purport to supersede these Terms and Conditions.

II.                    General Service

All service shall be performed by SS and/or its authorized service representatives (including subcontractors) (the “ASR”). Work performed on site shall take place during Customer work hours and may include nights and weekends per facility access and operation, and shall be determined per service call.

III.                   Billings and Terms of Payment

Unless otherwise specified in writing by SS, Customer shall pay per the terms described in the Proposal.  All job related work, scheduling, information shall not begin or be released until the payment terms are agreed upon and executed per the Proposal.  SS may, at its option, cease to perform services or deliver goods to the Customer upon the Customer’s failure to make timely payment.  In the event that collections of any amounts due hereunder are referred to an attorney by SS, Customer shall bear all costs of collection, including but not limited to, SS’s reasonable court costs and attorney fees.  

IV.                  Intellectual Property

SS shall retain all right, title and interest in all its intellectual property including, but not limited to, all drawings, specifications, trademarks, copyrights, trade secrets, licenses, patents, and other SS intellectual property rights.  Customer shall not use any drawings or specifications prepared by SS, except only as necessary for the function and completion of the scope defined in the Proposal.  Customer shall not sell, license, assign, or transfer the intellectual property or any interest therein to anyone.  Customer shall indemnify SS for any losses incurred by SS as a result of Customers infringement upon SS.

V.                    Termination of Contract

Cancellations or stop-work requests by Customer for any SS products or services must be made in writing. Customer agrees to pay SS’s standard contract labor rate for all labor incurred, SS’s net material costs for all materials purchased for that order, including any restocking charges incurred.

VI.                  Delays

Delays caused by Customer, its agents or subcontractors that impact the productivity of SS will be considered a reimbursable claim. The cost impact will be negotiated between SS and Customer. The time and material rate in effect for the project will be utilized to calculate the value of time lost and reimbursable costs. In the event of any such delay, SS will submit to Customer a written notice of impacts due to delays.

VII.                 Changes in Scope

SS will notify Customer in writing of any proposed changes to SS’s work order for any pending contract between SS and Customer. SS will only take action on the changes if and when Customer has responded in writing that it consents to the scope, cost, and schedule impacts of the proposed changes.

VIII.                Customer’s Obligations

At all times Customer is obligated to act in good faith and in a proper and appropriate manner, including but not limited, to working with SS to ensure SS’s products and services perform as intended and if not, to clearly identify areas that require attention.  The Customer shall allow the SS and/or its ASR free access to the Premises and facilities where the Equipment is located.  The Customer shall start and stop all equipment necessary to perform the services requested.

IX.                  Limit of Liability

SS nor its ASR shall not be liable for any loss, cost increase or damages, without limitation to: equipment, property, personnel, production, compliance, labor, materials, neglect, willful, intentional, or unintentional acts, misuse, malfunctions, power fluctuations, and/or increase in service time from lack of suitable working environment.

X.                    Force Majeure

If SS is unable to perform the obligations of any agreement with Customer due to wars, acts of terrorism, riots, acts of governmental authorities, acts of God, civil disturbances, explosions, and other such acts, SS may terminate and have no liability under the terms of such agreement.

XI.                  Entire Agreement

With respect to any order from Customer for SS’s goods and/or services, the Proposal, the Purchase Order, SS’s Acknowledgement of Order, and these Terms and Conditions shall constitute the entire agreement between SS and Customer. The terms hereof shall not be modified or rescinded, except by a writing specifically referring to these Terms and Conditions and signed by both parties.