You should have a clear understanding of the scope of services we will
provide. All engagement letters will have a section dealing with the Scope of
work we are to do. This is an important document, and you should understand it
and agree with it. Any questions that you have should be dealt with promptly.
We will at all times act on your behalf to the best of our ability. Any
expressions on our part concerning the outcome of projects are expressions of
our best professional judgement, but are not guarantees. Such opinions are
necessarily limited by our knowledge of the facts and are based on the state of
the technology at the time they are expressed.
Customarily, each client of the firm is served by a Principal contact.
The Principal should be someone in whom you have confidence and with whom you
enjoy working. You are free to request a change of Principal at any time.
Subject to the supervisory role of the Principal, your work or parts of it may
be performed by other consultants, assistants, or contractors with the firm.
Such delegation may be for the purpose of involving consultants, assistants, or
contractors with special expertise in a given area or for the purpose of
providing services on the most efficient and timely basis. Whenever
practicable, we will advise you of the names of those consultants, assistants,
or contractors who work on your matters. Engagement letters will include a
section describing project staffing and fees.
Our fees will be described in our engagement letter or contract with
you. In determining the amount to be charged for services we provide to you,
we will consider:
- The benefits derived through our services;
- The time constraints imposed by you as our client and other circumstances,
such as a disaster/emergency or urgent requirements;
- The nature and longevity of our professional relationship with you;
- The experience, reputation and expertise of the consultants performing the
services;
- The extent to which office procedures and systems have produced a high
quality product efficiently.
- The time and effort required, the novelty and complexity of the issues
presented, and the skill required to perform the services promptly;
- The fees customarily charged in the community for similar services and the
value of the services to you;
- The cost of the system or application involved and the results desired;
Among these factors, the benefits derived and the time constraints are
typically weighted most heavily. Billing rates are specified for each
engagement, and range from hourly or daily rates to rates designed for longer
term engagements.
Because some of our engagements can take several months -
and up to several years to accomplish, we have, from time to time, agreed to
deferred payments received in the form of equity or cash as the situation
merits. Depending on the circumstances, some engagements include base fees
plus a variable component based on measured results achieved. Each option is
discussed at the beginning of the project.
Regardless of the basis of our fees on our engagement for you, we will keep
accurate records of the time we devote to your work, including conferences
(both in person and over the telephone), negotiations, research and analysis,
document preparation and revision, travel on your behalf, and other related
matters. We record our time units of one half an hour, although some
engagements are billed by the day.
Estimates
We are often requested to estimate the amount of fees and costs likely to be
incurred in connection with a particular matter. Whenever possible we will
furnish such an estimate based upon our professional judgment, but unless we
specify otherwise in writing, such an estimate will be made with a clear
understanding that it is not a maximum or fixed fee quotation. The ultimate
cost may be more or less than the amount estimated. Tentative or "best guess"
budgets or estimates are not binding and, if made at all, are done so purely
for your convenience.
Fixed and Not-To-Exceed Fees
For certain well defined services we may quote a fixed or not-to-exceed fee.
It is our policy not to quote on a fixed fee basis except in very well defined
services areas or pursuant to a special arrangement tailored to the needs of a
particular client. In all such situations, the flat fee arrangement will be
expressed in a letter, setting forth both the amount of the fee and the scope
of the services to be provided. Not-to-exceed and fixed fee projects must be
authorized in writing by a Principal.
Any item normally subject to sales taxes will be taxed, and the tax
shown as a separate item on the invoice. All bids or quotations should be
assumed to be quoted before sales tax or other applicable taxes unless
otherwise specified in writing.
All quotations and invoices will be in U.S. dollars unless otherwise
specified in writing. We will bill you monthly or on a regular basis as agreed
to in our contract or engagement letter for both fees and disbursements. All
invoices are due upon receipt, and become delinquent after 30 days. You agree
to make all payments promptly. Unpaid fees and disbursements accrue interest
at the maximum rate permitted by state law (non-compounded), but not exceeding
1.5% per month from the beginning of the month in which they became overdue.
(Where fees and disbursements are regularly paid out of an advance or retainer
deposit, no interest will be charged.)
We will give you prompt notice if your account becomes delinquent, and you
agree to bring the account or the retainer deposit current. If the delinquency
continues, and you do not arrange satisfactory payment terms, we will cease
working and pursue collection of your account. You agree to pay all the costs
of collecting the debt, including court costs, filing fees, collection agency
costs, and a reasonable attorney's fee.
All software, documentation, or other works, also called "intellectual
property", developed, written, or produced by Pickard & Murphy, or
under the direction of Pickard & Murphy remain the property of
Pickard & Murphy We will provide you with a nonexclusive license or
right to use such intellectual property. Your acceptance and use of
intellectual property developed, written, or produced by Pickard & Murphy,
Inc. constitutes acceptance of all terms and conditions on the Pickard &
Murphy, Inc. Intellectual Property License Agreement, whether or not an actual
license document has been delivered and/or signed. Because of the nature of
our work many projects are on-going, and license documents may be delayed for
some time or not delivered. Such delays or failures to deliver in no way
invalidate the good faith agreement represented by your agreeing to these Terms
and Conditions.
You agree that Pickard & Murphy will not be liable for any
lost profits, lost earnings, or any claim against you. In no event will
Pickard & Murphy be liable for direct, indirect, individual, or
consequential damages resulting from any real or perceived defect in Pickard
& Murphy, Inc. consulting or programming or software or hardware products
provided.
Employees or subcontractors of Pickard & Murphy are valuable
assets of Pickard & Murphy To protect our clients as well as
ourselves, all employees and contractors are bound by our Code of Ethics as
well as Non Disclosure and Non Competition Agreements. If you wish to hire an
employee or subcontractor of our firm, you agree that you will discuss the
matter with us prior to extending any offer of employment or engagement, and we
agree to discuss that possibility with you. Should the employee or contractor
accept an offer of employment or engagement with you, then you agree to
compensate Pickard & Murphy for the loss of that employee or
contractor with an amount equal to two hundred (200) hours at that employee or
subcontractor's published billing rate.
We often incur and pay, on behalf of our clients, a variety of
out-of-pocket costs arising in connection with services. These include charges
for products or service vendors as well as clerical charges. Whenever such
costs are incurred, we will itemize and bill them. Typical of such costs are
long distance telephone charges; messenger, courier, and express delivery
charges; fax and e-mail charges; printing and reproduction costs; travel
expenses; charges made by outside experts and consultants, including
accountants, appraisers, and legal counsel (unless arrangements for direct
billing have been made); and charges for word processing. Product costs
include charges for hardware, software, accessories, or supplies related to the
execution of an engagement. We incur outside costs as agents for our clients
and incur internal expenses on behalf of our clients who agree that these costs
will always be paid on a regular basis according to the terms and conditions
described above. Out-of-pocket expense items are passed through to the client
at cost, without markup.
Many engagements require a binding deposit, and new clients are often
asked to deposit a retainer. Typically, the retainer is equal to the fees and
costs likely to be incurred during a two-month period. The retainer deposit is
charged for fees as our services are provided. Regular statements will be
furnished to you for purposes of restoring the retainer deposit. At the
conclusion of our work or at such time as the deposit is unnecessary or is
appropriately reduced, the remaining balance or an appropriate part of it will
be returned to the client. If the retainer deposit proves insufficient to
cover current expenses and fees on at least a two-month basis, it may have to
be increased. Deposits or advances which are received to cover specific items
will be disbursed as provided in our agreement with the client.
You may terminate our services at any time, with or without cause, by
notifying us in writing. If such termination occurs, your papers and property
will be returned to you promptly upon receipt of payment for outstanding fees
and costs. Our own files pertaining to work done for you will be retained.
Your termination of our services will not affect your responsibility for
payment of services rendered and out-of-pocket costs incurred before
termination and in connection with an orderly transition of the engagement.
We operate subject to an internal code of ethics and standards of responsible business conduct. In certain circumstances we will withdraw from an engagement
if requested to perform certain services or actions. We may also terminate our
relationship for reasons which can include, for example: non payment of fees or
costs, misrepresentation or failure to disclose material facts, action contrary
to our advice, or conflict of interest with another client. We try to identify
in advance and discuss with our client any situation which may lead to our
withdrawal and if withdrawal ever becomes necessary, we immediately give the
client written notice of our withdrawal.
Each term of these Standard Terms and Conditions and each agreement,
engagement letter, or contract between you and Pickard & Murphy shall
be binding to the extent permitted by law and shall be governed by the laws of
the State of Washington. If one or more of the provisions of these Standard
Terms and Conditions or any engagement letter or contract should be invalid,
illegal, or unenforceable in any respect, the remaining provisions shall remain
effective and enforceable. The captions and organization of these Standard
Terms and Conditions, agreements, engagement letters, or contracts are for
convenience only, and shall not be construed to affect any provision of these
documents.
In accepting these terms and conditions, you irrevocably consent to the
personal jurisdiction of the state and federal courts located in the State of
Washington in any action brought under these Standard Terms and Conditions and
each agreement, engagement letter, contract, or any other document, and any
actions based on the transactions encompassed by these documents, whether or
not based in contract. Venue of any such action shall be laid in King County,
Washington.
If you disagree with the amount of our fee, please take up the question
with your Principal contact or with the firm's President. Typically, such
disagreements are resolved to the satisfaction of both sides with little
inconvenience or formality. In the event of a fee dispute which is not readily
resolved, you have the right to request arbitration under supervision of the
court in King County, Washington, and we agree to participate fully in that
process.
These Terms and Conditions may not be waived or modified in any way
unless such modifications are in writing and are agreed to in writing by a
Principal of Pickard & Murphy Any changes made shall be effective
only in the specific instance and for the specific purpose for which given.
Any changes will survive only for the life of that engagement letter or
contract for which given. Unless specifically revoked or modified in writing,
signing our engagement letter constitutes acceptance of these Standard Terms
and Conditions, and will cover all work done or products sold to you by Pickard
& Murphy, Inc. in perpetuity. Pickard & Murphy may choose to
issue new engagement letters from time to time as conditions warrant, and these
may include additional copies of Standard Terms and Conditions. Failure to
issue additional engagement letters shall not affect the validity of the
initial agreement and acceptance of these Standard Terms and Conditions.
