Beck Consulting Terms and Conditions.
Our goal is to provide a consistent, straightforward way of doing business. This makes communications easy to understand, provides everybody with a high level of service, and minimizes administrative time and expense. These terms and conditions supplement any information provided in our proposals.
Beck Consulting may modify these terms at any time. Beck’s modifications will take effect on the date they are posted online at: www.beckconsulting.com/terms-and-conditions/
Beck Consulting is a California corporation. As such, we are not your employee, but rather an independent service and product provider. You may not supervise, direct, oversee, or in any way determine how or when our employees provide services to your organization, nor may you specify or contract for a given employee of Beck Consulting. Likewise, we may not direct or supervise your employees. We may not utilize your facilities, equipment, or software for the execution of our work products other than in an ancillary manner, such as meetings or training. We expect you to provide a Project Manager who is authorized to make decisions and commit on behalf of your organization, as well as have supervisory authority over your project team members.
How We Do Business
- All work on your behalf, with the exception of any requested technical support, will be done through our Work Order system. Work Orders reflect Beck Consulting’s definition of the services to be provided, as well as the work products. You will be charged for all work done on your behalf, including such tasks as training, implementation, programming, support, maintenance, data conversion, testing, estimating, updating, upgrading, research, project management, installation, teleconferences, and meetings. A more detailed presentation of the Work Order process is presented later on in these terms.
- Technical support is provided on an as-requested basis (also referred to as “on demand” service) and is chargeable at the applicable hourly rate.
- Support can be delivered via telephone, fax, web, e-mail, direct connection (you must have the necessary software), and on-site. Support is generally available from 5:00 AM to 5:00 PM, Pacific Time. Response time is not guaranteed, but generally occurs within two (2) hours if placed to the support line/e-mail
- Calls placed to individual consultants may not be answered promptly due to client commitments, training, or other time away from the office. The use of the support line/e-mail is strongly recommended if the matter is urgent and the individual is not immediately available. To avoid duplicate work/charges, please let the support individual know you have left/sent a message with other staff members.
- Training and instruction on your software is available either remotely through a virtual meeting tool such as GoToMeeting or may be scheduled at your site for the convenience of your employees. All software programming or development is done only in our offices; we do not work on your live system for programming, development, or training.
Confidentiality, Conflict of Interest, and Good Business Practices
- Your business is your business; we will treat all information regarding your operations, strategy, and plans as confidential. Our employees sign legally binding confidentiality agreements as a condition of their employment.
- If conditions arise that may impair our objectivity, independence, or integrity, we will let you know immediately, as this could cause interference with the completion of the work.
- We will not knowingly make changes to your software if they have the potential to create problems with the integrity of the data, auditability, or compliance.
Charges, Invoicing, and Payment
- Professional time will be billed at a standard hourly rate unless otherwise agreed to within the proposal or Work Order. As our client, you will be billed for all time spent on your behalf. This comprises time at your site(s) and office time spent on your behalf (including, but not limited to, research, support, and travel). Time is charged in quarter (1/4) hour increments.
- Standard rate: All time incurred on your behalf will be charged at a standard rate of $205 per hour, unless otherwise stated in the proposal or Work Order.
- Travel time: When travel to your site is required, one half (1/2) of the travel time is recorded at no charge, for up to two hours of travel. All travel time incurred beyond two hours is charged at the applicable Standard Rate.
- Travel-related and other expenses:
- All out-of-pocket expenses associated with travel (such as commercial transportation, lodging, and other off-site charges) other than normal personal auto use will be charged to you at our cost.
- We do not charge for our ordinary expenses such as mileage, telephone, mail, and fax.
- Invoices are rendered twice a month, normally on the 15th and the last working day of the month
- Terms are net 15 with a maximum allowed credit limit of $50,000.
- Delinquency in payment will result in our stopping work on the project until the account is current. In addition, we may require a retainer for future work.
- Any rate changes by Beck Consulting will be provided to you in writing at least 30 days in advance of the effective date.
Software Licenses, Intellectual Property, and Source Code
- The software license of the respective publishers shall determine your software rights; we are not a party to these licenses, with the exception of applications we have created.
- Publishers may require or provide annual software updates and upgrade services. These services are defined by the individual publisher; we are not a party to the respective agreements.
- Intellectual property rights are spelled out in the respective license agreements. Any works created by Beck Consulting are the result of our knowledge, experience, training, and imagination and are our exclusive intellectual property. In certain circumstances, these intellectual property rights may be shared with a client. Those circumstances, and the client’s access to source code, are detailed in the following items.
- Source code for licensed applications is not available and is governed by the license agreements. Modifications we make for you in your Microsoft Dynamics environment are visible and useable if you license the development tools. You may not sell code we develop in the Microsoft Dynamics development environment on your behalf, as doing so constitutes a violation of the Microsoft license agreement and our intellectual property rights.
- If we create applications with tools that are strictly outside the Microsoft Dynamics development environment, we will provide you with the source code we created when the following circumstances apply:
- The application does not contain code or applications from any third parties or software not in the public domain; and
- The application contains business logic and processes that are exclusive to the client; and
- The application is not built upon pre-existing code or applications, regardless of the source of such code or applications. For example, screens, forms and reports are customized for a client environment, but done on top of existing application functionality, so source code shall not be provided.
- When said source code is provided, it shall be construed as shared intellectual property and neither party may resell or distribute the provided code in any form without the other party’s express written consent.
Electronic Software Transmission; Software and Work Product Delivery
- Unless otherwise specified by you, all software will be transferred and installed on your system via electronic means, generally by e-mail or FTP. This includes, but is not limited to, applications, licenses, updates, upgrades, patches, and documentation. Software is deemed delivered when it is either transmitted via e-mail or other means or you are notified that it is electronically accessible via FTP or other electronic transfer means. Delivery by this mode may affect taxability of the transaction, depending upon jurisdiction. Should the tax jurisdiction determine that the transaction is taxable at some time in the future, you will be responsible for the payment of said taxes.
- Any work product delivered to you (such as code or documentation) at your request in tangible form or otherwise placed on storage medium is subject to applicable sales tax.
The Work Order System
With the exception of on-demand support, we track all services by a specific Work Order, including your initial implementation. In addition to implementation tasks, Work Orders may include development and programming to address specific client issues. Programming in the Microsoft Dynamics application development environment is as much an art form as a science. Because of this, as well as the complexity of the code, some errors must be expected, no matter what level of testing is performed. Testing is hereby acknowledged to be the responsibility of both Beck Consulting and client. We will provide you with suggestions for testing on a case-by-case basis.
The Work Order System is not designed to be a project management, scheduling, or work plan system. The requirements and activities for these tasks are highly dependent upon collaboration between Beck Consulting’s project personnel and your Project Manager.
Work Order Contents
A Work Order consists of a Header section, an Issue/Desired Processes & Results section, a Beck Consulting Review/Research section, a Software section, and a Client Approval for Implementation section. The information in these sections is described below.
Header – This section contains the client name, the name and contact information of the Beck Consulting staff member who submitted the request, the Work Order number, and the date of submission. It also contains an assessment of the importance of the Work Order to the client.
Issues/Desired Processes & Results – This section contains a description of the problem(s) or issues to be addressed through the Work Order, a description of the processes and/or procedures required within the context of the issue resolution, and the desired results. The narrative will range from very brief to extensive, based on the nature of the issue and the information needed to properly convey the scope of the request. In the case of a new engagement, this section may refer to proposal documents, worksheets, exhibits, client-provided documentation, etc. rather than creating additional narrative. Likewise, if an external document has been created to describe a new project for an existing client, it may be incorporated into this section by reference. Because this section describes the issue and its associated circumstances, it is important that the information be as complete and accurate as possible.
In some cases, the narrative or attachments related to this section may include desired or suggested solutions to the stated issue(s). These may also be included in the Beck Consulting Review/Research section.
Beck Consulting Review/Research – This section contains any design parameters that the developer/implementer feels are important to have validated as part of your Work Order review and approval. Like the preceding section, it may incorporate documentation by reference. Additionally, this section may contain information on any additional software that may be needed (from Beck Consulting) to properly execute the Work Order; an exact assessment at the time of Work Order creation may not be possible, depending upon the scope of the change. If there are other software, hardware, or infrastructure components that we can identify, these will be pointed out in this section. However, we cannot always make this determination at the time of Work Order authoring, as we may not have intimate knowledge of your installation, equipment, and infrastructure, nor do we have expertise in areas outside of the products we represent.
Software – This section contains the estimated cost of any software needs that are identified as part of the research process, as well as any comments.
Client Approval for Implementation – This section contains an estimated cost range (including any software costs from the preceding section), the client approver’s name, signature, date, and comments. The estimated cost is based on our experience and best effort in anticipating the time required of our staff to complete the request per the Work Order documentation. It should not be construed as a fixed or not-to-exceed fee unless specifically stated in the Work Order. Historically, over 90% of our Work Orders are completed within or under the estimate. Reasons for why a Work Order may exceed its estimate include, but are not limited to, unanticipated events related to client staffing, infrastructure issues, client-requested changes, unexpected complexities related to integration of other enhancements or applications, or third party involvement in the project.
All Work Orders shall be governed by the following procedures and policies:
- All Work Orders will be documented by Beck Consulting on a form prescribed by Beck Consulting.
- Such Work Orders may include the nature of the client request, expected time frame, additional software required, and the estimated time/cost for Beck Consulting to meet the stated request.
- Work Orders are submitted to the client for approval, which is given by signing and dating the document. Once an approved Work Order is returned to Beck Consulting, all related services, programming and testing will be completed.
- Modifications are provided to the client for installation and testing on their test system; any errors detected during this testing will be submitted to Beck Consulting for correction, testing, and client re-testing. This testing and correction process is included as part of the time/cost estimate in the Work Order.
- Changes requested by the client as a result of testing (other than program errors) may require an additional or amended Work Order.
- Once the client installs the modification in their live/production system, it is deemed complete and accepted. Any further corrections or changes will require an additional or amended Work Order.
- Beck Consulting does not guarantee its code to be error-free unless otherwise specified by contract.
Warranty and Remedies
- Our services are consistent with generally accepted industry standards. At the time of a modification’s installation in your live/production system, it will operate as described in the applicable proposal, Statement of Work, or Work Order. Error correction is anticipated in the context of either the proposal or Work Order, and constitutes a chargeable service. Error correction without charge for work done on a fixed fee basis ends at the time that modifications are deployed in your live/production database.
- If we cannot make our modifications work per the Work Order’s specification, we will apply all monies paid for that modification toward your account.
- Software created, altered, or changed in any way by anyone other than Beck Consulting is not covered; any warranties or relief provided by other parties are between you and the publisher.
- Beck Consulting is not a party to any warranties, guarantees, or representations provided by software publishers or 3rd parties. We strongly recommend careful assessment on your part before licensing or otherwise acquiring software and will assist you in the due diligence process, as publishers generally do not offer refunds.
- Software and related modifications must be installed and/or operated in a Microsoft Dynamics-approved environment. Software and related modifications installed in non-compliant environments will not be supported.
Project Management, Project Communications, and Project Risks
Project management represents a series of tasks and processes that occur after the acceptance of a Work Order by the client. The specific tasks and processes may vary due to the scope of the Work Order, resources, and preferences. Project planning requires close collaboration between all involved parties; due to resource considerations that exist for both the planning and execution phases of this process, the precise work plan and timing of its execution cannot be determined until such time as the Work Order is accepted. Likewise, the training and testing requirements for your resources may not be identifiable until such time as program development work and internal testing have been completed.
In general, projects are mutually managed by Beck Consulting staff and your Project Manager. Beck Consulting will provide overall project management duties, including:
- Development and maintenance of a project schedule and work plan, including timing and tasks, based upon mutual collaboration with your Project Manager and/or project team.
- Project status reports at mutually agreed-upon intervals.
- Other project management tasks or activities as required or requested; all project management time is chargeable.
Timely communication is important to the success of any project. Accordingly, we may communicate with you via e-mail, telephone, fax, and mail. Other methods of communication or collaboration may also be used during the course of the business relationship.
All software projects are subject to risks. A risk is any event that will delay or halt the project. Depending on the circumstances, risks can (and often do) result in higher project fees. Examples of project risks include, but are not limited to:
- Unexpected loss of the client’s Project Manager or other key user. This could be temporary, such as a family emergency or illness, or permanent, such as disability or leaving for a new job.
- Unexpected loss of either the Beck Consulting primary implementer or primary developer due to the same reasons listed above. While we will assign another staff member to the project to assist, it may cause a project delay while the new team member becomes oriented. The time required for a new staff member to study the existing installation and review with other team members will be recorded at no charge to the client.
- Lack of commitment on the part of the client’s senior management. It is the responsibility of the client’s senior management to convey the importance of the project to employees. If this message has not been communicated, or if senior management appears to place a higher priority on other issues or projects, this will create serious problems in meeting critical dates and milestones.
- The client’s infrastructure is not ready. This can delay the installation of required hardware and software. This can in turn lead to delays in meeting other milestones.
- Unexpected financial problems on the part of the client that cause our invoices to not be paid in accordance with terms will result in an immediate project halt.
- Client availability on agreed-upon training/implementation dates. We have at times experienced situations in which our staff member arrives at a client site to work on the implementation and finds that scheduled client personnel are unavailable due to various personal or business issues. When this occurs, the necessary rescheduling can lead to project delays. It can also cause increased billing if there are multiple people to be trained on a subject and the training has to be repeated for the missing person.
- A project starts to lose momentum. Developing a realistic time frame at the beginning of the project is critical to setting and meeting expectations. This keeps all the participants from becoming frustrated in not achieving goals.
- Lack of testing by the client project team will cause either delays or a project halt. It is extremely important that the software be thoroughly tested to verify that the system setup is correct and produces the expected results. Also, all custom applications must be tested not only for accuracy but also to ensure that data flows correctly through the client’s manual processes and procedures. Testing is a joint responsibility of Beck Consulting and the client.
- Third party software providers or consultants responsible for assisting in software interfaces, infrastructure deployment, etc. do not meet their milestones on a timely basis.
- Microsoft Dynamics does not interface properly with other systems. By definition, other systems are usually outside the control of Beck Consulting and/or the client; it is for this reason that we attempt to create and test interfaces to other systems early on in the project. However, because the systems are usually controlled by other parties, there is the potential that changes can be made to them without notice to Beck Consulting and/or the client. These situations have the potential to stop an interface from working or create other issues, resulting in a delay.
- “Data conversion” refers to the process of taking data that resides outside of Microsoft Dynamics and importing it into the system. This process has several risks:
- The client is responsible for delivering this data in a form and format appropriate for the conversion process, as defined by Beck Consulting, along with a document defining the fields contained in the file. If the data is presented in another format, or the accompanying field definition document is missing or inaccurate, Beck Consulting may experience delays or be fully unable to convert the file.
- The data must be delivered according to schedule and be “ready” for deployment, meaning that the data must be complete (all records and all required data fields are correctly formatted and populated) and in accordance with the agreed-upon data setup in Microsoft Dynamics. The converted data will only be as accurate as the data delivered to Beck Consulting. For example, if only a portion of a customer file is provided by the client, Beck Consulting has no way of knowing that it is a partial list.
- The client makes incorrect assumptions about standard Microsoft Dynamics functionality or issues that have not been specifically addressed in the proposal and/or requirements document. If there is any question about functionality, it should be immediately brought to the Beck Consulting Project Manager’s attention.
- Defined requirements change or grow throughout the duration of the project. This is commonly referred to as “scope creep.” These changes should be identified as part of the ongoing communication process so that newly identified needs can be documented, prioritized, and processed in the form of new Work Orders.
- The system experiences performance issues (typically processes are too slow) in the client’s live/production environment. Almost all performance issues are related to infrastructure rather than the Beck Consulting-supplied software. If your computing environment does not meet the size, configuration, etc. recommendations from the publishers and/or manufacturers of the applications/equipment, it is very likely that you will experience performance problems.
Ongoing Technical Support
Microsoft does not provide technical support to end users of Microsoft Dynamics; Beck Consulting is expected to provide this service to you. Technical support is offered on an as-requested basis and is not subject to the requirement for a Work Order. We strongly recommend that all support requests come through designated persons within your organization to minimize costs and maximize your knowledge base. Services to correct software errors are chargeable to you; publishers make no warranty relative to error-free code. We cannot guarantee resolution of your support request due to the potential effects of your computing environment or external systems.
Microsoft and other publishers offer annual software maintenance and upgrade programs that may be optional following the first year of installation. If your enrollment in any of these programs has lapsed, certain support services or updates may not be available to you. These programs do not provide any services related to the software, such as installation, training, and configuration; the service is strictly for software updates and upgrades.
We provide update and upgrade services on an as-requested basis utilizing the Work Order system. All services related to updates and upgrades are chargeable.
Software Modifications Not Made By Beck Consulting
If you have licensed any Microsoft Dynamics design/development tools or have previously engaged with other Microsoft Dynamics developers to modify, enhance, or otherwise change any part of your Microsoft Dynamics code, Beck Consulting will not be responsible for the consequences of such actions.
Beck Consulting utilizes a structured versioning scheme for any modifications or additions to Microsoft Dynamics code objects. This is to ensure that changes are documented, dependencies are observed, and an appropriate testing and release process is followed. Beck Consulting applies version numbers to any changes that we make to objects, as directed by you.
Any changes made to Microsoft Dynamics objects by you shall be immediately exported by you, using Microsoft Dynamics’s standard export utilities. Instructions on exporting objects will be provided to you by Beck Consulting as part of the normal implementation process. Following the export of these modified objects, you will transmit these objects to Beck Consulting, so that we may apply the appropriate version identification. Beck Consulting will then transmit the objects back to you, at which point you will immediately import the objects into your system.
In the event that you have engaged other parties to make modifications to Microsoft Dynamics objects prior to the commencement of this agreement, all modifications will be identified and version identifications established in accordance with Beck Consulting version procedures.
Microsoft Dynamics is not designed to be a multi-programmer environment other than under closely controlled conditions. If you or any other parties with which you have engaged are making modifications during the time that Beck Consulting is also performing modifications at your request, the modifications we make may delete or modify changes made by you, and vice versa. Beck Consulting will not be responsible for the consequences of this type of situation.
Should changes be made to your system by you or parties other than Beck Consulting and said changes have not been transmitted to Beck Consulting, the support database maintained by Beck Consulting will not accurately reflect all changes to your system. It is highly probable that this will lead to additional support and programming costs. Furthermore, if changes have been made and transmitted to Beck Consulting as described above and the properly versioned objects returned by Beck Consulting have not been installed in your system, additional support costs may be incurred.
Beck Consulting is not responsible for changes to code that are made by other parties, or any consequences of these changes. In addition, if you request that Beck Consulting make changes to objects that have been modified by other parties, we are not responsible for the results of these code changes if it is determined that they are dependent upon the changes of others.
Project and/or services may be terminated by either party at any time upon 15 days written notice. All charges incurred up until the termination date will be paid by the client.