mrcharles
4bc56c83d3
- Real dispute-resolution/governing-law/venue section replaces the
unenforceable 'auto resolved in our favor' clause; jury waiver
rewritten with carve-outs
- New sections: definitions, liability cap, confidentiality, IP,
force majeure, assignment, notices, termination/renewal, e-sign
- SLA/SLO semantics fixed (SLA=contractual min, SLO=non-binding
target); payment currency/invoicing terms added
- Introduction now mustache-templated ({{PARTY2}} bug fixed)
- SUMMARY.md structure fixed (case mismatch, empty heading, dupes)
- RenderBook.sh build-only; new RenderSite.sh renders Grav pages
(site/) incl. DocuSeal e-sign page via APISIX
Ticket: https://projects.knownelement.com/issues/924
4.0 KiB
4.0 KiB
General Terms and Conditions
Term, renewal, and termination
- Initial term: {{CONTRACT_LENGTH}}, commencing on the Effective Date (the date of last signature below).
- Renewal: this contract automatically renews for successive {{RENEWAL_TERM}} terms unless either party gives at least 90 days' written notice of non-renewal.
- Termination for convenience: either party may terminate this contract on 180 days' written notice.
- Termination for cause: either party may terminate on 30 days' written notice if the other party materially breaches this contract and fails to cure within that period.
- Effect of termination: termination does not relieve Party 2 of the obligation to pay amounts already accrued, and Party 1 will provide reasonable transition assistance (including data export in open formats) for up to 60 days at then-standard rates.
Payment
- The Services are offered for an all-inclusive delivered price of {{PAYMENT_AMOUNT}} {{PAYMENT_CURRENCY}} per TSYS Group component per {{PAYMENT_FREQUENCY}}.
- Invoices are issued {{INVOICE_CADENCE}} and are due within {{PAYMENT_DUE_DAYS}} days of receipt.
- Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
SLA / SLO
- Group-wide and LOB Bespoke Services are provided with the following service levels, measured as Monthly Uptime:
- Service Level Agreement (SLA — contractual minimum): {{SERVICES_SLA}}
- Service Level Objective (SLO — internal target, aspirational and non-binding): {{SERVICES_SLO}}
- The SLO is a target only; only the SLA creates contractual obligations.
- Remedies for missing the SLA: {{SLA_PENALTY}}. For the avoidance of doubt, where the SLA penalty is "none", the SLA is enforced through the termination rights above and no service credits or damages are available for SLA misses.
Liability
- To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to this contract is capped at the total fees paid or payable under this contract in the 12 months preceding the event giving rise to the claim.
- Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of their possibility.
- Nothing in this contract limits liability for a party's fraud, willful misconduct, or gross negligence, or any liability that cannot be limited as a matter of law.
Confidentiality
- Each party will protect the other's Confidential Information with at least the same care it uses for its own, use it only to perform this contract, and return or destroy it on written request. These obligations survive termination for 3 years.
Intellectual property
- The contract text is licensed AGPL v3.0 only (see Introduction). Each party retains ownership of its pre-existing intellectual property. Deliverables and configurations created by Party 1 specifically for Party 2 under a LOB Bespoke Service are licensed to Party 2 for the term of this contract; Group-wide Services and the underlying platforms remain the property of Party 1.
Force majeure
- Neither party is liable for delays or failures in performance caused by events beyond its reasonable control (natural disasters, war, civil unrest, labor disputes not involving that party, utility or internet backbone failures), provided the affected party gives prompt notice and resumes performance as soon as practicable.
Assignment
- Neither party may assign this contract without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice to the other party.
Notices
- Notices must be in writing and delivered by email with confirmation, or by certified mail, to the officers identified in the Parties section. Notice is effective on receipt.
Electronic signature
- The parties agree that this contract may be executed by electronic signature (including via the KNEL DocuSeal e-signature platform), and that such electronic signatures have the same force and effect as original ink signatures.