RoboSource Master Service Agreement
How We Work:
- We use a Point system for billing projects or support work. Basically, your project is broken up into small steps, called User Stories. Each user story is sized with a certain number of Points (ask for the RoboSource points handout for more info). On rare occasions, we also do work on an hourly-billed model.
- You can buy Points in a block of 20 points. Points are non-refundable and must be paid for prior to use. When our team is actively working on a project, we’ll invoice for the next block of points when we get below 10 or so to keep things moving. But we always let you know before we issue an invoice for the next block of points.
- Communication is the foundation to our relationship. Communicating early and clearly is important to us. We want to make sure to manage expectations right from the start. We’ve done this long enough to realize the best clients are those that genuinely like us, trust us, and understand exactly what to expect from us.
- During an active project, we’ll need time from you too. Meeting regularly is essential for a solid project. Please try to make meetings a priority. Having said that, we know how life works. Things will come up, and there will be times that we’ll need to reschedule. In addition, we will sometimes need you to take time to test functionality, etc. If you don’t take the time for that, the project will suffer.
- When we complete a project, we give you 30 days to find true bugs, which we’ll fix for free. All new software has bugs, and the more time you take the test, the more you’ll find early on. It’s essential that you understand the difference between bugs and new functionality though. Here’s an example: you are attempting to add a new user in your software. When you click on “Add a New User” and nothing happens, that’s a bug. If you decide that you want to add new roles for the users, that’s new functionality. Bugs are sent back to the team and fixed through “Non-Billable Stories.” New funcatiionality will be defined and separated into new User Stories, which will be paid for our of your Points.
Legal & Financial Info:
- You can pay by check or credit card. Information about doing either can be found on your invoice. Points for projects in active development are due upon receipt.
- Like most companies, we tack on fee for late payments. If you don’t pay your bill within the allotted timeframe, we will automatically add a 1.5% interest charge.
- Our legal name is jrbeutler, inc., because that’s how we started out. A few years ago, we landed on our purpose, and we officially became “RoboSource,” a company devoted to saving our clients from the monotony of mundane work through process automation. For clarity: our legal name is still jrbeutler, inc, but we have a legal DBA (Doing Business As) designation of RoboSource. You can write checks to either entity.
- Even though we consider ourselves to be in partnership with our clients, we’re still legally independent. This agreement doesn’t create a legal partnership, joint venture, franchise, or employment relationship.
- We know, our team is pretty amazing, but you can’t have them. For a year after you last work with RoboSource, you can’t recruit or try to hire any of our employees, unless we specifically grant you written permission. If you hire them without our written permission, you’ll owe us a fee that is the same as one year of the employee’s salary at RoboSource. (You might think this goes without saying, but trust us, our people are good enough that people try to poach them!)
- If we suspect that you’ve breached a law, rule, regulation, or ordinance, we can terminate this agreement immediately. That’s just good business sense. We don’t want to open ourselves up to potential liability.
- We’ll use our own hardware for the project. If there’s a special circumstance, and we need to use third-party software rights or licenses, we’ll stop using them (and delete any related data) immediately after the project is completed. If we need to purchase something special for your project, that will be your responsibility and will be an additional expense. (Of course, we’ll check with you first.) If we need to use your hardware for a special circumstance, we will return it in the condition we received it.
- When we finish your software, it belongs to you. After we deliver the product to you, it will become your exclusive property (with the exception of any 3rd party tools or RoboSource libraries – for those, you’ll have a “right to use” license). If you want to get a patent or copyright for your software, we will be happy to assist in any way we can (though there will be additional expense for this). RoboSource does hereby assign, sell, and convey to you the entire rights, title, and interests in the work we complete for you.
- We promise that anything we create is original to RoboSource. To the best of our knowledge, we pledge that all of our inventions and created software are made by us and do not infringe on intellectual property rights.
- We promise to keep our liability insurance up to date. We’ll keep our policy active for at least two years after we finish working together. If your company requires proof of insurance, let us know and we’ll get it to you.
- If things go wrong due to things that are outside of our control, you can’t hold us responsible for that. This includes things like failure of third party equipment, facilities, or software that’s outside of our control; or anything furnished by the telephone company, the power company, or any other utility vendors.
- We promise not to disclose your info to a third party without your permission. We promise to be careful with any data you entrust to us, and to treat it just like we’d treat our own data. When the project comes to an end, we’ll return everything back to you, and destroy any sensitive documents that exist in the office. Though we do keep electronic records of what we did for you in case you need us to revisit it later, we’ll continue to care for them like they were our own personal information. In the same way, we ask that you be cautious with any passwords or online pages we give you access to. If you suspect that someone unauthorized has accessed them, please let us know immediately. If you require that our dev team sign a separate confidentiality statement, just let us know.
- Our fees represent the software we build, but they don’t provide for anything else. Our fees don’t provide for the risk of other damages, such as lost profits or business interruption due to things like a loss of a network. The only exception is if we recklessly or willfully mess things up for you. Our cumulative maximum liability is limited to the total fees you’ve paid. It’s your responsibility to maintain a complete backup of any data or software you give us access to.
- If the worst happens and we need legal help to sort things out, we’ll keep things local. Our business is located in Hamilton County and any action rising out of this agreement should be maintained in the same jurisdiction. We abide by and are governed by the laws of the state of Indiana. If you have a legal complaint against us, give us written notice within six months after it first arises and file it within 12 months.
- Please make sure you have rights to anything you provide us. By signing this agreement, you’re attesting to the fact that nothing you give us infringes on copyright, trademark, patent, or other legal designations. Also, you are promising that you aren’t passing us any viruses or anything that is intended to be destructive in nature.