Terms and Conditions of bachhuberconsulting.com
These Terms govern
the use of this Application, and,
any other related Agreement or legal relationship with the Owner
in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.
The User must read this document carefully.
Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties.
This Application is provided by:
Bachhuber Consulting LLC, 116 Antique Ln, DeForest, WI 53532
Owner contact email: firstname.lastname@example.org
"This Application" refers to
this website, including its subdomains and any other website through which the Owner makes its Service available;
any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation;
The following documents are incorporated by reference into these Terms:
Master Consulting Agreement
Specified Scope of Work
What the User should know at a glance
Please note that some provisions in these Terms may only apply to certain categories of Users. In particular, certain provisions may only apply to Consumers or to those Users that do not qualify as Consumers. Such limitations are always explicitly mentioned within each affected clause. In the absence of any such mention, clauses apply to all Users.
This Application automatically extends Product subscriptions. Information about the a) extension period, b) termination details and c) termination notice can be found in the relevant section of these Terms.
Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.
By using this Application, Users confirm to meet the following requirements:
There are no restrictions for Users in terms of being Consumers or Business Users;
To use the Service Users may register or create a User account, providing all required data or information in a complete and truthful manner.
Users may also use the Service without registering or creating a User account, however, this may cause limited availability of certain features or functions.
Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.
By registering, Users agree to be fully responsible for all activities that occur under their username and password.
Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.
Users can terminate their account and stop using the Service at any time by doing the following:
By directly contacting the Owner at the contact details provided in this document.
Account suspension and deletion
The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts which it deems inappropriate, offensive or in violation of these Terms.
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.
Content on this Application
Unless where otherwise specified or clearly recognizable, all content available on this Application is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost effort to ensure that the content provided on this Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.
Rights regarding content on this Application - All rights reserved
The Owner holds and reserves all intellectual property rights for any such content.
Users may not therefore use such content in any way that is not necessary or implicit in the proper use of the Service.
In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this Application, nor allow any third party to do so through the User or their device, even without the User's knowledge.
Where explicitly stated on this Application, the User may download, copy and/or share some content available through this Application for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.
Any applicable statutory limitation or exception to copyright shall stay unaffected.
Content provided by Users
The Owner allows Users to upload, share or provide their own content to this Application.
By providing content to this Application, Users confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights.
Further insights regarding acceptable content can be found inside the section of these Terms which detail the acceptable uses.
Rights regarding content provided by Users
Users acknowledge and accept that by providing their own content on this Application they grant the Owner a non-exclusive, fully paid-up and royalty-free license to process such content solely for the operation and maintenance of this Application as contractually required.
To the extent permitted by applicable law, Users waive any moral rights in connection with content they provide to this Application.
Users acknowledge, accept and confirm that all content they provide through this Application is provided subject to the same general conditions set forth for content on this Application.
Liability for provided content
Users are solely liable for any content they upload, post, share, or provide through this Application. Users acknowledge and accept that the Owner does not filter or moderate such content.
However, the Owner reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading User access to this Application:
if any complaint based on such content is received;
if a notice of infringement of intellectual property rights is received;
upon order of a public authority; or
where the Owner is made aware that the content, while being accessible via this Application, may represent a risk for Users, third parties and/or the availability of the Service.
The removal, deletion, blocking or rectification of content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement.
Users agree to hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.
Access to external resources
Through this Application Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.
Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.
This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.
Users are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.
Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:
violate laws, regulations and/or these Terms;
infringe any third-party rights;
considerably impair the Owner’s legitimate interests;
offend the Owner or any third party.
TERMS AND CONDITIONS OF SALE
Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment.
The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Application.
To purchase Products, the User must register or log into this Application.
Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without notice.
While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.
The characteristics of the chosen Product will be outlined during the purchasing process.
Any steps taken from choosing a Product to order submission form part of the purchasing process.
The purchasing process includes these steps:
Users must choose the desired Product and verify their purchase selection.
After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it.
When the User submits an order, the following applies:
The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.
In case the purchased Product requires active input from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.
Upon submission of the order, Users will receive a receipt confirming that the order has been received.
All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.
Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.
Prices on this Application are displayed:
either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the User is browsing.
Offers and discounts
The Owner may offer discounts or provide special offers for the purchase of Products. Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set out in the corresponding section of this Application.
Offers and discounts are always granted at the Owner’s sole discretion.
Repeated or recurring offers or discounts create no claim/title or right that Users may enforce in the future.
Depending on the case, discounts or offers shall be valid for a limited time only or while stocks last. If an offer or discount is limited by time, the time indications refer to the time zone of the Owner, as indicated in the Owner’s location details in this document, unless otherwise specified.
Offers or discounts can be based on Coupons.
If breach of the conditions applicable to Coupons occurs, the Owner can legitimately refuse to fulfill its contractual obligations and expressly reserves the right to take appropriate legal action to protect its rights and interests.
Notwithstanding the provisions below, any additional or diverging rules applicable to using the Coupon displayed in the corresponding information page or on the Coupon itself shall always prevail.
Unless otherwise stated, these rules apply to the use of Coupons:
Each Coupon is only valid when used in the manner and within the timeframe specified on the website and/or the Coupon;
A Coupon may only be applied, in its entirety, at the actual time of purchase – partial use is not permitted;
Unless otherwise stated, single-use Coupons may only be used once per purchase and therefore may only be applied a single time even in cases involving installment-based purchases;
A Coupon cannot be applied cumulatively;
The Coupon must be redeemed exclusively within the time specified in the offer. After this period, the Coupon will automatically expire, precluding any possibility for the User to claim the relevant rights, including cash-out;
The User is not entitled to any credit/refund/compensation if there is a difference between the value of the Coupon and the redeemed value;
The Coupon is intended solely for non–commercial use. Any reproduction, counterfeiting and commercial trade of the Coupon is strictly forbidden, along with any illegal activity related to the purchase and/or use of the Coupon.
Methods of payment
Information related to accepted payment methods are made available during the purchasing process.
Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of this Application.
All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed.
If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the User.
Payment of price in installments
The payment of the purchase price may be settled in two or more installments, within the deadlines specified on this Application or otherwise communicated by the Owner.
Specific Products may be excluded from this payment model.
If the User fails to meet any of the payment deadlines, the entire outstanding amount shall become immediately due and payable.
Authorization for future PayPal payment
If Users authorize the PayPal feature which allows future purchases, this Application will store an identification code linked to the Users’ PayPal account. This will authorize this Application to automatically process payments for future purchases or recurring installments of past purchases.
This authorization can be revoked at any time, either by contacting the Owner or by changing the user settings offered by PayPal.
Retention of Product ownership
Until payment of the total purchase price is received by the Owner, any Products ordered shall not become the User’s property.
Retention of usage rights
Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.
Contractual right of cancellation
The Owner grants Users a contractual right to cancel the purchase under the terms and conditions described in the relevant section of this Application within 30 days of concluding the contract.
Deliveries are made to the address indicated by the User and in the manner specified in the order summary.
Upon delivery, Users must verify the content of the delivery and report anomalies without undue delay, using the contact details provided in this document or as described in the delivery note. Users may refuse to accept the parcel if visibly damaged.
Goods are delivered to the following countries or territories: United States.
Delivery times are specified on this Application or during the purchasing process.
The following applies to Users that do not qualify as Consumers:
Deliveries are made under the conditions and within the timeframe stated on this Application.
Unless otherwise stated, the delivery costs are the responsibility of the User.
The risk of loss of or damage to the goods shall pass to the User upon handover to the carrier.
For an additional fee, the User can choose insured delivery. In this case, the risks covered and the applicable terms and conditions are set out in the insurance policy.
Modality for arranged delivery
Subject to prior agreement with the Owner, Users may arrange the pickup of the purchased goods by a carrier of their choice in good time and at their own risk and expense.
The Owner cannot be held responsible for delivery errors due to inaccuracies or incompleteness in the execution of the purchase order by the User, nor for any damages or delays after handover to the carrier if the latter is arranged by the User.
If the goods are not received or collected at the time or within the deadline specified, the goods will be returned to the Owner, who will contact the User to schedule a second delivery attempt or to agree on the future course of action.
Unless otherwise agreed, any delivery attempt starting from the second shall be at the User’s expense.
If Users do not qualify as Consumers the following failed-delivery policy applies and replaces the above:
Failed delivery B2B
Unless otherwise stated, the delivery costs are the responsibility of the User.
The Owner cannot be held responsible for any errors, delays (including cases where the User fails to collect the goods within the deadline set by the Owner or the carrier), damages to or loss of the goods after handover to the carrier.
If the goods are returned to the Owner due to a failed delivery, Users must bear the costs of the resulting storage. Users must further arrange a new delivery attempt at their own expense, after agreeing with the Owner appropriate collection times and conditions.
Should the User fail to do so, the Owner may, at its sole discretion, cancel the contract or arrange a new delivery at the User’s expense. In both cases, the Owner reserves the right to compensation for any damage suffered due to the failed delivery.
Delivery of digital content
Unless otherwise stated, digital content purchased on this Application is delivered via download on the device(s) chosen by Users.
Users acknowledge and accept that in order to download and/or use the Product, the intended device(s) and its respective software (including operating systems) must be legal, commonly used, up-to-date, and consistent with current market-standards.
Users acknowledge and accept that the ability to download the purchased Product may be limited in time and space.
Performance of services
The purchased service shall be performed or made available within the timeframe specified on this Application or as communicated before the order submission.
Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.
Paid subscriptions begin on the day the payment is received by the Owner.
In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Paid fixed-term subscriptions start on the day the payment is received by the Owner and last for the subscription period chosen by the User or otherwise specified during the purchasing process.
Once the subscription period expires, the Product shall no longer be accessible.
If the purchase price is paid in several installments, the subscription shall start on the day that the first payment is received by the Owner and last for the entire duration of the subscription, provided that all other installments are received in time.
Failure to meet the payment deadlines may result in the unavailability of the Product.
Terms and conditions applying to extra features
Users that have an active subscription may purchase single extra add-ons or features, described in the relevant section of this Application.
Automatic extension of fixed-term subscriptions
At the end of the initial term, subscriptions are automatically extended for an unlimited period, unless the User terminates before the end of such term.
The fee due upon extension will be charged on the payment method that the User chose during purchase.
After extension, the subscription will last for an indefinite period and may be terminated monthly.
The User shall receive a reminder of the upcoming unlimited extension with reasonable advance, outlining the procedure to be followed in order to prevent the extension or terminate the subscription thereafter.
Extended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application.
If the notice of termination is received by the Owner by the end of the current month, the subscription shall expire at the end of such month.
Termination of open-ended subscriptions
Open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application.
Terminations shall take effect 30 days after the notice of termination has been received by the Owner.
Right of withdrawal
Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section.
The right of withdrawal does not apply on this Application
Users acknowledge and accept that the right of withdrawal does not apply to contracts concluded over this Application due to the nature of its offering.
Legal guarantee of conformity for goods
Under EU law, for a minimum period of 2 years after delivery, traders guarantee the conformity of the goods they sell. This means that traders must ensure that the goods purchased have the promised quality, or the quality that can be reasonably expected, functionality or characteristics for at least two years after they’ve been delivered to the purchaser.
Where Users qualify as European Consumers, the legal guarantee of conformity for goods applies to the items available on this Application in accordance with the laws of the country of their habitual residence.
National laws of such country may grant such Users broader rights.
Consumers who do not qualify as European may benefit from legal guarantee of conformity rights in accordance with the legislation of the country of their habitual residence.
Liability and indemnification
The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand — including but not limited to lawyer's fees and costs — made by any third party due to or in relation with any culpable use of or connection to the Service, violation of these Terms, infringement of any third-party rights or statutory provision by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.
Limitation of liability
Unless otherwise explicitly stated and without prejudice to applicable statutory product liability provisions, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf).
This does not apply to damages to life, health or physical integrity, damages resulting from the breach of an essential contractual obligation such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, as long as this Application has been appropriately and correctly used by the User.
Unless damages have been caused by way of intent or gross negligence, or they affect life, health or physical integrity, the Owner shall only be liable to the extent of typical and foreseeable damages at the moment the contract was entered into.
Limitation of liability
Disclaimer of Warranties
This Application is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by user from owner or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.
The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
Limitations of liability
To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for
any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;
any errors, mistakes, or inaccuracies of content;
personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
any unauthorized access to or use of the Owner’s secure servers and/or any and all personal information stored therein;
any interruption or cessation of transmission to or from the Service;
any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if company has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from
User’s use of and access to the Service, including any data or content transmitted or received by User;
User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
User’s violation of any statutory law, rule, or regulation;
any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
User’s wilful misconduct; or
statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.
Within the limits of law, the Owner may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Owner will cooperate with Users to enable them to withdraw Personal Data or information in accordance with applicable law.
Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” (eg. labor actions, infrastructural breakdowns or blackouts etc).
Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling programme.
Intellectual property rights
Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Application are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this Application are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
Changes to these Terms
The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.
Such changes will only affect the relationship with the User for the future.
The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service. Failure to accept the revised Terms, may entitle either party to terminate the Agreement.
The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner.
If required by applicable law, the Owner will specify the date by which the modified Terms will enter into force.
Assignment of contract
The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.
Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.
All communications relating to the use of this Application must be sent using the contact information stated in this document.
Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
Exception for European Consumers
However, regardless of the above, if the User qualifies as a European Consumer and has their habitual residence in a country where the law provides for a higher consumer protection standard, such higher standards shall prevail.
Venue of jurisdiction
The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.
Exception for European Consumers
The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in Switzerland, Norway or Iceland.
Amicable dispute resolution
Users may bring any disputes to the Owner who will try to resolve them amicably.
While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Application or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.
The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner’s email address specified in this document.
The Owner will process the complaint without undue delay and within 21 days of receiving it.
Online dispute resolution for Consumers
The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving any dispute related to and stemming from online sale and service contracts.
As a result, any European Consumer can use such platform for resolving any dispute stemming from contracts which have been entered into online. The platform is available at the following link.
Definitions and legal references
Latest update: July 01, 2022
STANDARD MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (“Agreement”) is effective upon signing a service agreement (the “Effective Date”), by and between the customer(“Customer”), and BACHHUBER CONSULTING LLC, a Wisconsin limited liability company (“Vendor”). Customer and Vendor are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”
WHEREAS, Customer desires to engage Vendor, based on particular requirements and qualifications as described in individual Statements of Work (“SOW”); and
WHEREAS, Vendor desires to be engaged in such a capacity;
NOW, THEREFORE, the Parties hereto intending to be legally bound agree as follows:
Generally. This Agreement shall serve as the master agreement between the Parties and from time to time, the Parties shall execute statements of work (“SOW”) setting forth the specific services (“Services”) to be performed by Vendor for Customer, such SOWs being incorporated and made part of this Agreement. For purposes of this Agreement, SOW means an order for professional services issued under this Agreement in substantially the same format as the sample SOW form attached to this Agreement as Exhibit A.
Performance. Vendor agrees to perform all of the Services in accordance with Customer's written requirements included in any SOW and all applicable laws, regulations, rules, ordinances, guidelines and professional standards, including those pertaining to the confidentiality and the use and disclosure of patient health information.
Subcontractor. Vendor may utilize outside contractors, subcontractors, contract consultants, representatives and/or agents to perform the Services in Vendor’s sole and absolute discretion without Customer’s consent. Vendor shall have the right to determine the manner and means by which, the location(s) in which, and the periods and lengths of time during which it shall perform the Services requested by the Customer.
TERM & TERMINATION
Term. This Agreement will commence on the Effective Date of this Agreement and will end at 11:59 p.m. CST one yearfrom the Effective Date, unless terminated sooner in accordance with the terms of this Agreement. This Agreement may be renewed or extended for additional periods with the signed written consent of the Parties.
Termination. Either Party may terminate this Agreement or any SOW without cause upon thirty (30) days prior written notice to the other Party and with “Cause” upon five (5) days prior written notice. Termination of this Agreement for any reason shall be without prejudice to either Party's right to recover damages resulting from a breach hereof. The termination of this Agreement shall be executed in an orderly manner. Customer shall pay all substantiated costs and expenses incurred by Vendor prior to termination, including without limitation fees for work performed in accordance with any existing SOW, any and all obligations owed by Vendor to third parties incurred in connection with any SOW, and any and all other costs and expenses authorized by Customer prior to and following termination of this Agreement or any SOW. Customer shall pay any and all costs and expenses owed to Vendor at the time of termination within thirty (30) days from the date of termination. Upon termination Vendor shall deliver to Customer all work, in whatever state of completion, that has begun and been paid for as of the termination date.
For purposes of this Section 2(b), “Cause” shall mean any of the following: (i) any material breach of this Agreement; (ii) the insolvency of either Party; or (iii) death or incapacity of anyone employed or supplied by Vendor to perform Services. "Insolvency" means an assignment by either Party for the benefit of its creditors, or either Party becoming the subject of proceedings under the bankruptcy laws of the United States or the insolvency laws of any state.
In return for performance of the Services in accordance with any applicable SOW, Customer shall pay to Vendor as compensation the amount set forth on said applicable SOW. Such compensation amount may be amended from time-to-time or supplemented as agreed to in writing by the Parties. Prior to the commencement of any Services, Customer shall pay to Vendor an initial upfront payment in the amount set forth in the applicable SOW.
Travel Expenses. In addition to any compensation set forth in an applicable SOW, Customer shall reimburse Vendor (including any of Vendor’s employees, contractors, subcontractors, contract consultants, representatives and agents) for reasonable actual travel, lodging and meal expenses incurred in connection with or arising out of performance of the Services (collectively the “Travel Expenses”). Customer reserves the right, at any time, to request copies of receipts associated with invoiced Travel Expenses and/or other pass-through expenses. In the event any of Vendor’s employees, contractors, subcontractors, contract consultants, representatives and agents are required to travel to, and stay at or around, Customer’s site and/or another location designated by Customer to perform the Services for a consecutive period exceeding seven (7) calendar days, Customer shall pay to Vendor any Travel Expenses incurred by Vendor’s employees, contractors, subcontractors, contract consultants, representatives and/or agents to travel home for a visit or break before returning to Customer’s site or other location designated by Customer to continue to perform the Services. Actual hours of traveling to and from Customer’s site and/or other location(s) designated by Customer to perform the Services by Vendor’s employees, contractors, subcontractors, contract consultants, representatives and agents is charged at a rate of set forth in the applicable SOW. Hours of travel are billed by Vendor to Customer in minimum half-hour (1/2 hour) increments.
Invoices. Vendor shall submit invoices to Customer at the address, facsimile number or e-mail address set forth in Section 13 of this Agreement, or such other address, facsimile number or e-mail address as Customer may designate in writing to Vendor. Such invoices shall be submitted by Vendor to Customer on a monthly basis detailing the following:
Travel Expenses and/or other pass-through expenses for the applicable invoice period.
The Services provided for the applicable invoice period.
Time spent performing such Services for the applicable invoice period.
Total amount charged for such Services for the invoice period.
Total amount of invoice (i.e., Services plus Travel Expenses) for the invoice period.
Payment. Customer shall pay all invoice amounts to Vendor within twenty (20) days after the date of said applicable invoice. Vendor may terminate this agreement upon five (5) days written notice if the Customer’s payments for Services and/or for pass through costs are late. Checks should be made payable to Bachhuber Consulting LLC and sent to the address set forth in Section 13 of this Agreement or Electronic Funds Transfer or Wire information can be utilized.
No amendment hereto will be of any force or effect unless (i) reduced to writing and signed by both Parties hereto, and (ii) expressly referred to as being an amendment of this Agreement.
INDEPENDENT CONTRACTOR. Each Party to this Agreement shall be an independent contractor and not an agent, employee, servant, or representative of the other Party. Accordingly, the employee(s) of one Party shall not be considered to be employee(s) of the other Party, and neither Party shall enter into any contract or Agreement with a third party which purports to obligate or bind the other Party or make any representations regarding the other Party without the prior written authorization of the other Party. Nothing in this Agreement shall be construed as creating a partnership, joint venture, principal and agent, or employment arrangement between Customer and Vendor or its employees and agents for any purpose, including but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, and any state statutes, including but not limited to, workers’ compensation and unemployment insurance laws. Nothing contained in this Agreement confers on a Party any right, power, or authority to bind, transact any business in its name, make any promises or representations on its behalf, or otherwise obligate the other Party with respect to any matter, whether arising under this Agreement or otherwise.
During the performance of the Services set forth on any SOW, the Parties anticipate that certain data will be collected (including, any compilations, tabulations or analysis of any such data and any work product related thereto) and inventions, innovations, and improvements (collectively the “Customer Work Product”) relating to the subject matter of any such SOW may be conceived solely or jointly by principals, employees, consultants or independent contractors of the Parties. Subject to Vendor Work Product, as defined in the following paragraph, Customer is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Work Product.
Vendor agrees that all Customer Work Product shall be considered as “works made for hire” as such term is defined in the United States Copyright Act, 17 U.S.C., § 101 (the “Act”). Vendor agrees that all rights to the Customer Work Product vest exclusively in the Customer. Vendor acknowledges that copyright protection is available for all unpublished works.
If and to the extent that any such Customer Work Products are found as a matter of law not to be a “work for hire” within the meaning of the Act, Vendor expressly assigns all rights, title and interests in and to the Customer Work Products to Customer without further consideration, free from any claim, lien for balance due or rights of retention thereto on the part of Vendor. Vendor agrees to waive and irrevocably assign to Customer all rights Vendor may have in or to any Customer Work Products and, to the extent that such rights may not be waived or assigned, Vendor agrees not to assert such rights against Customer or its licensees, successors, or assignees.
Notwithstanding the previous paragraphs in this Section 6 and Customer Work Product, Vendor shall remain the sole and exclusive owner of all right, title and interest in and to the “Vendor Work Product”, including any and all Intellectual Property Rights therein. “Vendor Work Product” being any work product developed or acquired by the Vendor prior to the commencement or independently of this Agreement; and any non-Customer specific procedural tools, procedural reports, procedural templates, procedural checklists or technology or system innovations which are not related to any compound, device or technology of the Customer that are developed by Vendor under any applicable SOW. Vendor hereby grants Customer an irrevocable, perpetual, fully paid-up, royalty-free, transferable (with the sale of the business of the Customer), non-sublicenseable, worldwide non-exclusive license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, and otherwise exploit any Vendor Work Products only to the extent incorporated in, combined with or otherwise necessary for the use of the Customer Work Products and solely to the extent reasonably required in connection with Customer's receipt or use of the Services and Customer Work Products. All other rights in and to the Vendor Work Products are expressly reserved by Vendor.
All rights, title and interest in and to any inventions, technologies or work product of either Party existing on or before the Effective Date of this Agreement shall be the exclusive property of the respective Party.
Confidentiality. Each of the Parties may disclose to the other (“Recipient”) confidential and proprietary information (“Confidential Information”) belonging solely to such disclosing party (“Disclosing Party”). Recipient agrees to maintain in strict confidence and not to disclose or disseminate, or to use for any purposes other than performance under this Agreement, including any SOW, any Confidential Information disclosed, prepared or resulting under this Agreement. Recipient shall take all reasonable measures to protect the secrecy of, and avoid the unauthorized disclosures or use of, the Confidential Information, including exercise of the highest degree of care Recipient uses to protect its own information of a similar nature. Recipient shall not copy or reproduce any written materials or tangible items provided to it except as necessary to perform the Services hereunder.
Confidential Information. “Confidential Information” shall mean all tangible and intangible confidential or other proprietary information of the Disclosing Party, including, without limitation all financial, technical, commercial and other information provided by or on behalf of the Disclosing Party or any of the Disclosing Party’s representatives to Recipient, concerning, among other things, the Disclosing Party’s business, technologies, strategies, financial position, operations, assets including, but not limited to, the Disclosing Party’s financial information and data, research and development plans, Trade Secrets, computer programs and software, inventions, innovations, improvements, know-how, ideas, concepts, techniques, methods, scientific and technical data, manufacturing and production data, business development and models and processes, strategic plans, contracts, marketing and sales plans and data, employee information, and the identities of, discussions with and the course of dealing with any actual and prospective customers, contractors, distributors, vendors and other suppliers. Confidential Information may be written, recorded or otherwise fixed in a tangible medium, electronically communicated, or orally or visually communicated, furnished, provided or disclosed by Disclosing Party or any person on behalf of Disclosing Party. Failure by either Party to mark or designate Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under this Agreement.
Trade Secrets. As used in this Agreement, the term “Trade Secret” means information, including, without limitation, formulas, patterns, compilations, programs, devices, methods, techniques and processes which derive independent economic value, actual or potential, by being (i) known to the Disclosing Party and not generally known by others; and (ii) not readily ascertainable by proper means by others who can obtain economic value from the disclosure or use thereof; and are subject to Disclosing Party’s reasonable efforts to maintain their secrecy. Under this Agreement, Trade Secret materials shall be marked as such. If Trade Secret materials are not so market, it will be considered Confidential Information.
Exclusion, Confidential Information shall not include any information that: (i) at the time of disclosure by or on behalf of the Disclosing Party is, or after disclosure by or on behalf of the Disclosing Party becomes part of, the public domain, or known by the general public or the Disclosing Party’s industry through no improper act on the part of Recipient or on the part of any of Recipient’s representatives; (ii) is disclosed, published or disseminated by the Disclosing Party without any confidentiality constraints; (iii) was in Recipient’s possession free of any restriction as to its use or disclosure at the time of disclosure by the Disclosing Party; (iv) Recipient receives from a third party free from any restriction as to its use or disclosure and such third party had no direct or indirect obligation to the Disclosing Party not to disclose such information; or (v) Recipient independently develops without reference to or use of any Confidential Information.
No Right or License. Such Confidential Information shall remain the confidential and proprietary property of Disclosing Party, and shall be disclosed only to Recipient’s directors, shareholders, officers, employees, contractors, subcontractors, contract consultants, representatives, and agents with a need to know. Recipient shall use the Confidential Information solely to perform the Services or as otherwise provided for under this Agreement or applicable SOW and for no other purpose.
Term. Recipient has a duty to not disclose or otherwise make available any Confidential Information during the term of this Agreement and for two (2) years thereafter, unless given authorization by Disclosing Party for such disclosures. Notwithstanding the foregoing, Recipient has an ongoing duty to not disclose or to otherwise make available any and all of Disclosing Party’s Trade Secrets until authorized by Disclosing Party to do so.
Return of Materials. Any Confidential Information provided by Disclosing Party to Recipient during the term of this Agreement shall be returned to Disclosing Party at the conclusion or termination of this Agreement. Should Recipient be unable to physically return any such Confidential Information, Recipient shall certify that such Confidential Information has been destroyed and is no longer in Recipient’s possession.
Injunctive Relief. Recipient acknowledges and agrees that any violation of the terms of this Agreement relating to the disclosure or use of Confidential Information may result in irreparable injury and damage to Disclosing Party that may not be adequately compensable in money damages, and for which Disclosing Party may have no adequate remedy at law. Recipient, therefore, consents and agrees that Disclosing Party may obtain injunctions, orders, or decrees as may be necessary to protect its Confidential Information.
Customer shall be solely liable for and expressly agrees to indemnify and hold harmless Vendor and its respective shareholders, officers, and employees from and against any and all liability, claims, loss, damage, costs, expenses, including attorneys' fees and costs, with respect to any liability arising out of Customer's negligent or wrongful acts or omissions, violation of applicable laws and regulations, or failure to comply with the requirements of this Agreement, or Customer’s or any other party’s reliance upon any information or deliverable provided by Vendor (including its employees, contractors, subcontractors, contract consultants, representatives and agents) in connection with, arising out of or relating to the performance of the Services.
Vendor shall be solely liable for and expressly agrees to indemnify and hold harmless Customer and its respective shareholders, officers, and employees from and against any and all liability, claims, loss, damage, costs, expenses, including attorneys' fees and costs, with respect to any liability arising out of Vendor's negligent or wrongful acts or omissions, violation of applicable laws and regulations, or failure to comply with the requirements of this Agreement.
LIMITATION OF LIABILITY AND DISCLAIMER
LIMITATION OF LIABILITY. IN NO EVENT WILL THE VENDOR BE LIABLE TO CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOSS OF PROFIT, INCOME OR SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND IN NO EVENT WILL VENDOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR APPLICABLE SOW, UNDER ANY THEORY OF LAW EXCEED THE AGGREGATE THE SUM OF COMPENSATION (EXCLUDING REIMBURSED EXPENSES) PAYABLE BY CUSTOMER TO VENDOR DURING THE PRECEDING SIX (6) MONTHS UNDER THIS AGREEMENT MEASURED FROM THE EVENT GIVING RISE TO THE CLAIM.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, VENDOR PROVIDES THE SERVICES “AS-IS” AND MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE ACCURACY OF ANY INFORMATION REGARDING THE SERVICES PERFORMED HEREIN.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT VENDOR IS PROVIDING SERVICES ONLY, AND ANY DECISIONS, COMPLIANCE WITH ANY LAWS OR REGULATIONS, OR IMPLEMENTATION OR USE OF ANY SUCH SERVICES OR DELIVERABLES OR OF ANY OTHER VENDOR RECOMMENDATIONS REMAIN THE SOLE AND EXCLUSIVE RESPONSIBILITY OF CUSTOMER.
ENTIRETY OF THE AGREEMENT
This Agreement, and the applicable SOW, constitutes the entire understanding and agreement between the Parties, and supersedes all prior agreements, representations, proposals, discussions, arrangements and communications, whether oral or in writing, in relation to the subject matter of this Agreement and any SOW. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties relating to the subject matter of this Agreement that are not fully expressed herein.
Neither Party may assign this Agreement without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
All notices, certificates and acknowledgments hereunder will be in writing in English and will be deemed properly delivered when delivered by hand, facsimile, duly mailed by first class mail, or delivered by courier to the other Party at its address as follows, or to such other address or addresses as either Party may, by written notice, designate to the other from time to time.
If to Customer:
Customer’s contact information, as captured in the sales process.
If to Vendor:
Bachhuber Consulting LLC
7528 East Hampstead Ct
Middleton WI 53562
Attn: Kevin Bachhuber, Managing Member
Waiver of any provision of this Agreement will not be deemed a waiver of any other provision of this Agreement, nor will waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Headings of the paragraphs and subparts of this Agreement are for the convenience of the Parties only, and will be given no substantive or interpretative effect whatsoever.
Neither Party will be liable to the other for any delay in, nor failure of performance of their respective obligations under this Agreement caused by occurrences beyond the control of the Party, including, without limitation, acts of God, strike, military insurgency, terrorist acts, war, fire, or other natural disasters (as the case may be).
If any part, term or provision of this Agreement will be held void, illegal, unenforceable, or in conflict with any law of any central, state, or local government having jurisdiction over this Agreement, or its subject matter, the validity of the remaining portions or provisions will not be affected thereby.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of laws provisions. Venue and jurisdiction for any litigation or other dispute resolution shall be in Dane County, Wisconsin.
The remedies under this Agreement are cumulative and will not exclude other remedies to which a Party is lawfully entitled.
In the event of any legal or equitable action to enforce the terms of this Agreement, the prevailing Party in such action shall be entitled to recover from the other Party all costs of such action, including, without limitation, reasonable attorneys’ fees and legal costs and costs of collection.
The Parties may execute this Agreement by facsimile or PDF and in counterparts, each of which will be deemed an original and together will constitute one (1) agreement.
The waiver by either Party of a breach or a default of any provision of this Agreement or any SOW shall not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission of a Party to exercise or avail itself of any right operate as a waiver of any right by that Party.
The Recitals set forth above shall be incorporated into and considered part of of this Agreement, binding on the Parties, as if fully written herein.
NO THIRD PARTY BENEFICIARIES
Unless otherwise stated in this Agreement or SOWs, this Agreement and any SOWs are for the benefit of the Parties and their successors and are not intended to confer any rights or benefits to any third party, including any employee or customer of either Party.