By allowing BL Technical Services, Inc. to perform services for you, or your organization, you agree to be bound by these terms. Please read them carefully.
These General Terms and Conditions, as amended from time to time by BLTS, unless otherwise agreed in writing, shall apply to all current and future transactions between BLTS and Client. In the event of a conflict between these General terms and Conditions and any other document these General Terms and Conditions shall control. This Agreement shall be binding and upon and inure solely to the benefit of the parties hereto and their successors and permitted assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
2. Relationship of Parties
BL Technical Services, in furnishing services to the Client, as an independent contractor. BL Technical Services does not undertake to perform any regulatory or contractual obligation of the Client or to assume any responsibility for the Client’s business or operations. BL Technical Services shall supervise, perform or cause to be performed all work to be accomplished by BL Technical Services and may call upon expertise and/or assistance of any other independent contractor.
Notwithstanding anything to the contrary contained in this Agreement, BL Technical Services makes no warranties, express or implied, or whether arising by operation of law, course of performance or dealing, custom, usage in the trade or profession or otherwise, including without limitation implied warranties of merchantability and fitness for a particular purpose. Other than any manufacturer’s warranty, Client acknowledges and agrees that it has relied on no other representations or warranties and that no other representations or warranties have formed the basis of its bargain hereunder.
BL Technical Services and the Client each agree to indemnify, defend and hold harmless the other from and against any and all amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or loss or destruction of any real or tangible personal property to the extent arising out of the indemnitor’s negligence.
5. Limitation of Liability
The collective liability arising out of or relating to this Agreement, including without limitation on account of performance or non-performance of obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise, shall in no event exceed the amounts to be paid to BL Technical Services under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR ITS AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY CLAIM BASED UPON ANY THIRD PARTY CLAIM OR FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF ANY PRODUCT, SYSTEM, APPLICATION OR COMPONENT, TO ACCURATELY PROCESS DATE DATA, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRIZED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. BL TECHNICAL SERVICES SHALL NOT BE RESPONSIBLE FOR THE COSTS OF RECOVERING, REPROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA USED IN CONJUNCTION WITH PRODUCTS SOLD BY BL TECHNICAL SERVICES WHETHER OR NOT ANY PARTY HAS BEEN NOTIFIED OF THE POTENTIAL FOR SUCH DAMAGES. Except for action brought by BL Technical Services for non-payment, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
6. Labor Charges
Labor charges will be posted to an account created for Client with BLTS. Labor charges are time-based. Hourly service will be provided with a minimum service times of 30 minutes for service provided remotely and one hour for service provided at a Client-designated location. After the respective minimum has been reached, time will be accounted in 15-minute increments. Client agrees that BLTS does not have constant control over Client’s systems and cannot be held to a particular result of BLTS’s work. Customer agrees to charges that represent the time BLTS spent in service of Client. Client may dismiss BLTS at any time to limit additional labor charges.
Client shall make payments by the due date stated on invoices they receive from BLTS. BLTS may issue invoices at any point following the posting of a charge to client’s account. Interest will accrue, immediately, at a rate of 18% per year, compounded monthly, on any amount not paid by the due date. Client agrees to pay any reasonable costs, including, but not limited to, reasonable attorney’s fees of twenty-five percent (25%) of any amount due and owing, and court costs incurred by BL Technical Services to collect any amount unpaid under this Agreement. All returned checks shall be subject to an additional charge of Twenty-five Dollars ($25.00). There shall be added to the charges under this Agreement, and the Client shall pay to BL Technical Services, an amount equal to any taxes, levies and duties, however designated or levied, domestic or foreign, based upon such charges, this Agreement, the services or materials provided, or their use, including without limitation, state and local sales and use taxes, which are paid by or are payable by BL Technical Services, plus interest and penalties, if any, exclusive, however, of United States federal, state or local taxes based on the net income of BL Technical Services.
Client acknowledges that BL Technical Services provides a valuable service by identifying and assigning personnel for work provided to Client by BL Technical Services. Client further acknowledges that it would receive substantial additional value, and BL Technical Services would be deprived of the benefits of its work force, if Client directly hires BL Technical Services personnel after they have been introduced to Client by BL Technical Services. Therefore, Client shall not, without the prior written consent of BL Technical Services recruit or hire any personnel of BL Technical Services(part time or full time) who are or have been assigned to perform work for Client until one (1) year after the completion of the last task or work order for Client. In the event that Client hires any personnel of BL Technical Services who are or have been assigned to perform work for Client within one (1) year of the date of such hiring, Client shall pay BLTS an amount equal to one hundred percent (100%) of the total first year compensation Client pays such personnel as a fee for the additional benefit obtained by Client.