2020-223-E IT - Dynamic Quest Office 365 subscription

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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 TERMS AND CONDITIONS ENTIRE AGREEMENT The terms and conditions contained in this Agreement supersede all prior oral or written understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement. There are no understandings or representations, express or implied, not expressly set forth in this Agreement. No terms or conditions contained in any order or other form originated by Buyer shall apply except for quantities and product descriptions, and any reference to Buyer's purchase order shall be solely for the convenience of Buyer. This Agreement shall not be modified or amended except by a writing signed by authorized representatives of both parties. REVISION TO DOCUMENTS During the term of this agreement, Dynamic Quest may make non-financial revisions to its Service Plans (e.g. QuestCare, QSync and other solution offerings). The purpose of such changes will be to clarify the definition(s)of included (in-scope)and excluded (out-of-scope)services with regards to the plan. This Revision to Documents provision does not apply to any Fixed Bid project. Dynamic Quest will forward a copy of the revised Service Plan to client within 30 days of the revision date. FEES Dynamic Quest retains the right to change pricing at any time if it deems necessary to maintain current support levels. In most cases,a pricing change will be presented in an annual review. The Customer will have 30 days from price change notification to discuss ways to mitigate the increase with Dynamic Quest if necessary. If Dynamic Quest deems it necessary to contact any third-party support, costs for such support will be passed through to the customer. TERMS OF PAYMENT Buyer agrees to pay the purchase price and related charges in accordance with the terms of payment on the face of this Agreement. If no terms of payment are stated, payment is due net 15. Buyer agrees that a one (1) hour minimum charge will be paid on all site visits. Travel expenses incurred by Dynamic Quest on behalf of the Client for onsite visits including lodging and airfare will be billed to the client. Any onsite work will be charged for travel, including travel expenses. Travel time will be billed at one half('/z)the client's standard hourly rate. Clients will not be charged for travel for work on DQ owned hardware such as QSyncs. Payments not received within 25 days of due date shall bear interest at the rate of one and one-half percent(1'/2%)per month (but not to exceed the maximum lawful rate)until paid, including post-judgment. Buyer shall notify Seller of any disputed invoices within thirty (30) days from the date of the invoice. Should collection be required, Buyer agrees to pay reasonable attorneys' fees plus all reasonable expenses incurred by Seller in enforcing this Agreement. Buyer shall pay a$25.00 fee for all checks returned for insufficient funds or for any other reason. For custom software development projects,full payment of all outstanding invoices or amounts due will be required before the software code will be delivered to the Buyer. Without the full payment of custom development from a Buyer, the ownership and code will remain under Dynamic Quest and will not be given to the Buyer. If any project or proposal is delayed or put on hold by the Buyer for more than 30 days, then Dynamic Quest will bill all reasonable amounts to the client due on a Net-15 terms. The reasonable amount to bill for a project put on hold will be defined by Dynamic Quest based on the amount of work effort, material purchases, project planning, and other factors. PRICE CHANGES Dynamic Quest periodically assesses the impact of its local pricing to ensure there is a reasonable alignment with the needs of customers, partners, and the marketplace,and may make changes in response to its assessment and feedback. These assessments are typically reviewed on a yearly basis after the first initial term period. In the event that Dynamic Quest's costs or expenses for performing any of the Services increase during the Term, including increases in third party costs for products and services, Dynamic Quest may equitably increase the Prices to reflect Dynamic Quest's actual costs and expenses to provide the Services to client upon no less than thirty(30)days prior notice. TAXES Any tax or related charge resulting from this Agreement or any activities hereunder, exclusive of tax based on net income,that Seller shall be required to pay to or collect from any government shall be billed to Buyer as a separate item and shall be paid by Buyer, unless a valid exemption certificate is furnished by Buyer to Seller. Alf DYNAMIC ■ CV E S T TM Dynamic Quest // 336.370.0555 // dynamicquest.com Page:5