Standard Service Terms

Issued January 1, 2012

Scope of Services

Hellier will only perform those services specifically agreed to in writing, and will not be responsible for any matters beyond the agreed-upon, written scope of services. Any descriptions, statements, comments or expressions made by a Hellier employee reflect the opinion or observations of that employee based solely upon data available at the time, and are not intended, nor can they be construed, as representations or warranties as to the actual circumstances. Hellier does not assume any responsibilities of its client (“Client”), which retains complete responsibility for all engineering, repair, modification and use decisions. The results of Hellier’s services shall be used only for Client’s internal purposes.

Standard of Care

Hellier shall use the degree of care and skill ordinarily exercised under similar circumstances by others performing similar services in the same or similar locality. No other warranty, expressed or implied, is made or intended by Hellier, and all other warranties are expressly disclaimed. In the event of any breach of this warranty, Hellier’s sole and exclusive obligation will be to correct or re-perform the deficient Service or, at Hellier’s option, to refund the amount paid for the deficient Service. When providing training Services, Hellier will answer questions asked by Client’s designated participants. Participants are responsible for taking the training seriously and obtaining from Hellier’s designated training representatives any necessary clarification of anything not fully understood. Hellier does not guarantee that all services will be completely error-free and Hellier will not assume any legal, compliance or operational responsibilities of Client, including without limitation Client’s training, engineering, repair, maintenance and use decisions. In addition, Hellier will not be responsible for issues or expenses arising from or in connection with the acts or omissions of Client, its personnel or any third parties, or from circumstances beyond Hellier’s reasonable control.

Limitation of Liability

Hellier does not assume any liability or responsibility for losses or damages such as personal injuries and property damage except and only to the extent directly caused by the willful or negligent misconduct of Hellier in the course of performing the requested services. In no event shall Hellier’s aggregate liability for any reason, in connection with any claim asserted, exceed the amount paid for the services in question. Hellier shall not be held responsible or liable for any loss, damage or delay caused by accidents, strikes, fires, floods or other circumstances or causes beyond its control, including actions taken or not taken by Client or other third parties. In no event shall Hellier be liable for indirect, incidental, special, punitive or consequential damages including, without limitation, damages relating to reputation, lost business opportunities, lost profits, goodwill, downtime, overhead expenses, loss of use, business interruption, data loss or other economic loss.

Use of Hellier's Intellectual Property

Hellier’s intellectual property, including software, designs, methodologies and processes (“IP”) shall not be copied, transferred, licensed or used by anyone other than Client and only in connection with Hellier performing its services. Client shall not, and shall not permit anyone else to, reverse engineer, decompile, or disassemble the IP, or use the IP in any way to replicate or develop similar IP.

Payment and Other Terms

Payment terms shall be payment in full within 30 days of invoice without deduction or setoff. Hellier reserves the right to charge interest at a rate of 12% per year on outstanding accounts. Hellier also reserves the right to charge for any extra costs that are incurred as a result of delays, cancellations, or postponements resulting from Client’s provided direction, acts or omissions, Client’s delays or lack of instructions, mistakes for which Hellier is not responsible and circumstances beyond Hellier’s control. The Service fees quoted exclude taxes, incidental expenses and all costs of re-performance or abortive visits. Client will be notified of applicable additional costs as and when they occur, and the costs will be added to the contract price. Materials that are not accepted by Client upon presentation will be promptly disposed of by Hellier. Any purported variation of these Standard Service Terms shall have no effect unless expressly agreed to in writing and signed by an authorized representative of Hellier. The provisions of these Standard Service Terms are severable and in the event any provision is held to be unenforceable, the remaining provisions will continue in full force and effect. It is understood that Hellier is an independent contractor and not an employee or agent of Client. Should any type of dispute arise, these Standard Service Terms shall be governed by and construed in accordance with the laws of the location where the services in question were performed without regard to conflict of laws principles.


THE FOREGOING TERMS APPLY TO AND SHALL GOVERN ALL SERVICES AND PRODUCTS PROVIDED BY HELLIER.

WE VERY MUCH APPRECIATE YOUR BUSINESS. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE PERSON FROM WHOM YOU WISH TO ORDER PRODUCTS AND/OR SERVICES OR SEND AN EMAIL TO SERVICETERMS@HELLIERNDT.COM.