Terms & Conditions

This agreement establishes the relationship between Dean Garland, Inc. and Customer, governed by the terms below.

1. Performance of Services

Services are obtained through a Statement of Work (SOW), subject to this Agreement. Company commits to performing all services with reasonable skill, care, and diligence. SOW terms conflicting with this Agreement are subordinate unless explicitly stated otherwise.

2. Placement of Services

Services must be ordered using a SOW, signed by both parties. Written consent is required for service modifications and price changes before work commences.

3. Price and Terms of Payment

Compensation follows the SOW, with payment terms defined therein.

4. Estimated Delivery Dates and Turnaround Times

Delivery timelines are estimates only. Completion notices arrive via email. Company is not liable for delays from Customer action or inaction. Customers must provide feedback and approvals promptly using commercially reasonable efforts.

5. Transfer of Property and Intellectual Property Rights

• Company may store and utilize Customer data and service-generated data for internal business purposes and service improvements, maintaining confidentiality.
• Company retains exclusive ownership of its intellectual property.
• Customer retains exclusive ownership of its intellectual property.

6. Limited Warranties and Responsibilities

Services are performed with commercially reasonable care, acknowledging that external factors may affect quality. Both parties confirm authority to enter this Agreement and that execution is binding without conflicting obligations.

7. Remedy for Insufficient Services

For improper service performance, Customer's recourse is limited to requesting re-performance or refund. Objections must be raised within 30 days. Company may dispute requests or negotiate alternative remedies.

8. Force Majeure

Neither party bears liability for delays, errors, damages, or issues from unforeseen, uncontrollable circumstances.

9. Indemnification and Limitation of Liability

Each party indemnifies the other against claims arising from breach or negligence, with the Indemnified Party providing prompt written notice and cooperation. The Indemnifying Party controls the defense, with the other party able to participate at its expense. No settlements occur without written consent.

10. Term and Termination

The Agreement commences on the effective date for one year, auto-renewing annually. Either party may terminate with 60 days' written notice. Immediate termination is allowed for material breaches uncured after 30 days or bankruptcy filing. Terminating this Agreement leaves SOWs intact; individual SOW terminations don't affect others.

11. Governing Law

This Agreement is governed by Florida law. Disputes proceed through negotiation between senior executives.

12. Miscellaneous

• Independent Contractor: Company operates as an independent contractor, not an agent or employee, with no authority to bind Customer.
• Amendment: Written signatures from authorized representatives are required for modifications.
• Notices: Email notices are legally binding when sent; undelivered emails may be resent via certified mail, received three days after postmarking.
• Waiver: Waivers require written confirmation; single instances don't constitute continuing waivers.
• Severability: Unenforceable provisions are voided only to that extent, with replacements reflecting original intent.
• Entire Agreement: This Agreement and applicable SOWs supersede all prior negotiations and understandings.

Definitions

• Intellectual Property: Patents, trademarks, copyrights, trade secrets, and proprietary rights either party owns regarding services provided.
• SOW: A document outlining specific Company tasks and responsibilities, supplementing this Agreement as an integral part.
• Deliverables: Specified outputs including reports, documents, software access, code, data, and materials required under the Agreement.

For questions, contact Dean Garland.