Terms and Conditions
Lasted Updated Date: June 2, 2021
Davenport Group Care Manage, Services are offerings that have been executed upon through a signed Statement of Work (“SOW” or Agreement”) between Davenport Group Inc. (“Davenport Group”) and a respective Client (“Client”) who wishes to receive the services identified pursuant to the below terms and conditions.
Client agrees to pay all applicable taxes, which result from any transaction under this Agreement, excluding taxes based on net income of Davenport Group. If Client claims exemption from any such taxes, Client will provide Davenport Group with the documentation required, by the taxing authority, at point of purchase to support the exemption.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
DAVENPORT GROUP WARRANTS THAT SERVICE WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. IF ANY FAILURE TO MEET THE FOREGOING WARRANTY APPEARS WITHIN THIRTY (30) DAYS FROM THE DATE SUCH SERVICE IS FURNISHED, DAVENPORT GROUP SHALL RE-PERFORM THE SERVICE OR REFUND THE AMOUNT PAID FOR SUCH SERVICE. THE FOREGOING SETS FORTH THE EXCLUSIVE REMEDIES AGAINST DAVENPORT GROUP FOR CLAIMS BASED ON A DEFECT IN SERVICES. DAVENPORT GROUP MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, INFRINGEMENT OR THE LIKE. DAVENPORT GROUP’S ENTIRE LIABILITY FOR ANY CLAIM, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED $10,000.00 OR THE AMOUNT PAID FOR THE SERVICE PROVIDED, WHICHEVER IS LESS. IN NO EVENT WILL DAVENPORT GROUP BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, THIRD PARTY CLAIMS, LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF VALUE TO EQUIPMENT OR AFFILIATED COMPONENTS.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS FOR PERSONAL INJURY OR PHYSICAL DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGIGENCE OR WILLFUL MISCONDUCT.
Each party (as “indemnitor”) agrees to indemnify, defend and hold harmless the other party (as “indemnitee”) from and against any and all claims, losses liability, costs, or expenses (including reasonable attorney’s fees), hereinafter called “Claims”, arising out of bodily injury or death of any person or property damage, to the extent that such Claims are caused by the sole negligence, misconduct or other fault of the Indemnitor, its agents, employees or contractors. In no event will such liability of any kind include any special, incidental, or consequential damages.
Each party agrees to utilize reasonable efforts in preserving the confidentiality of proprietary data or information that is designated confidential and is submitted pursuant to this Agreement. Unless limited by law, each party will be liable to the other party only in the event of a willful and material disclosure of such proprietary data or information.
Each party agrees not to hire, contract, or take away or cause to be hired, contracted, or taken away, any employee or independent contractor from the other party, for a period of two years following termination of this agreement.
- Client may not assign or otherwise transfer its obligations under this Agreement except with the written consent of Davenport Group, which shall not be unreasonably withheld.
- Customer’s environment is as represented to Davenport Group at the time of execution of this SOW.
- Davenport Group shall exercise commercially reasonable efforts to perform the services in a timely manner but shall not be responsible for delays or failures to perform, which are due to causes beyond its reasonable control.
- Davenport Group may use affiliates and subcontractors to perform the Services.
- This Agreement shall be interpreted in accordance with the laws of the State of Tennessee.
- Either party may bring no action under this Agreement more than one year after the cause of action has accrued.
- If a court of competent jurisdiction deems any provision of this Agreement, invalid or unenforceable, such judgment shall not invalidate or render unenforceable the remainder of the Agreement.
- Any notice, under this Agreement, shall be in writing and shall be effective upon receipt via certified United States Mail or nationally recognized courier. All changes to this Agreement must be in writing and executed by both parties.
ENGINEERING SERVICES (“BLOCK HOURS”)
The Davenport Group Care Advise and Assist offering qualifies for forty (40) hours of skilled Engineering resource time (“Block hours”). The Davenport Group Care Advise offering does not include this value-add benefit.
The Engineering Services are provided via several service channels:
- Maintenance services that we can perform remotely over the internet.
- “Help Desk” type support via telephone.
Engineering Service hours may be utilized in half hour increments by our Client. Actual service time expended is rounded up to the next half-hour increment.
These services are valid for only those Manufacturer products designated as in-Scope in the executed Statement of Work.
The forty (40) Block Hours are valid for one (1) year from the execution of the initial Davenport Group Care Advise and Assist SOW and will be forfeited if not used within this period of time. if Davenport Group Care Advise and Assist renews for subsequent periods, un-used Block hours do not “roll over” or accumulate for each renewal period. In these cases, a new set of forty (40) Block Hours would be applicable.
Additional service hours requested by our Client in excess of the available block of hours, will require the purchase of additional block hours in advance of said services being performed.
If Engineering Services work requires a more detailed work effort, product and/or solutions not covered under this offering, and/or additional documentation beyond simple correspondence, a separate Statement of Work (SOW), outlining scope, cost and timeline estimates, will need to be completed and signed by the Client and Davenport Group.
Service Performance – Scheduled Service
Davenport Group’s Engineering Services are designed to be a scheduled technology assistance service. Whether our Client is scheduling well in advance, or on very short notice, Davenport Group’s Engineering Services are scheduled and delivered on a first-come, first served, best-effort basis. The Client should not hold expectations for utilizing Engineering Service hours for immediate or emergency response. In those situations, Davenport Group will certainly make a best effort to help our Client out.
Davenport Group is responsible for providing the solution and/or services documented as required by our Client and agreed upon by both parties for these Engineering Services. Davenport Group will meet the documented Client requirements within the scope of capability as described herein.
Normal business hours are Monday through Friday, 8:00 a.m. to 5:00 p.m. local Client time. Services will be performed during normal business hours, unless mutually agreed upon.
Mutually agreed upon work scheduled outside normal business hours will be billed at one and a half (1.5) times the hours used; the available hours in the contract will be reduced by the one and a half (1.5) hour rate.
Our Client is responsible for compliance with all software or hardware licensing agreements, regulatory and legal requirements. Davenport Group does not assume responsibility for data maintained on any and all systems upon which work is to be performed. It is the responsibility of our Client to ensure that a complete and recent backup of all data exists. In no event will Davenport Group be held liable for any data loss whatsoever, including, without limitation, damages for loss of business profits, business interruption, loss of business information, lost savings, or other incidental or consequential damage arising out of or in connection with this agreement.
Our Client is responsible for providing adequate facilities, remote access, and computing resources to perform work requested. Our Client is responsible for providing a safe working environment.
Davenport Group recommends that our Client follow Davenport Group guidelines for remote access to systems:
- Remote access should only be enabled on an as needed basis and immediately deactivated after use.
- Network pathways should restrict Davenport Group connections to only those segments or systems that access is required to.
- Intrusion Detection Systems should monitor network segments traversed by Davenport Group connections.
- The methodology of connection may be proposed by Davenport Group to our Client but must be approved by our Client.