Service Provider Terms & Conditions
These Terms and Conditions (the “Agreement”) govern the relationship between CB Direct (“CB Direct”) and the Service Provider (“Service Provider”). By acknowledging an Order (including any assignment via CB Direct’s Salesforce platform), or by commencing the Work, purchasing materials, or taking any other action confirming the transaction, the Service Provider agrees to be bound by this Agreement.
1. Definitions
1.1 Agreement
Means these Terms and Conditions together with the Order and any other document listed on the Order that is specifically incorporated into this Agreement.
1.2 Change Order
A notice or updated assignment issued by CB Direct (including via CB Direct’s Salesforce platform) that alters, amends, or modifies any portion of this Agreement or any previously assigned Work. All other terms and conditions of this Agreement shall remain in effect unless specifically modified by the Change Order.
1.3 Order
An assignment or request for services provided by CB Direct to the Service Provider via CB Direct’s Salesforce platform that specifies the Work to be performed, the location, the price, the payment terms, and any other pertinent details. The Order, together with these Terms and Conditions and any documents specifically referenced therein, constitutes the entire agreement between the parties regarding the Work. No modification shall be effective except by a Change Order. Any document submitted by the Service Provider (such as proposals, quotations, or scope-of-work documents) in connection with a Salesforce assignment shall be for the Service Provider’s convenience only and shall not alter the terms of this Agreement unless expressly incorporated in the Order.
1.4 Term
Means that this Agreement becomes effective on the Service Provider’s acknowledgement of the Order, commencement of Work, purchase of materials or components for the purpose of performing an Order, or any other conduct confirming the transaction, and remains in effect until all Work is completed under the Order or until any other period specified on the Order.
1.5 Work
The services and/or deliverables to be provided by the Service Provider, as specified in any Order or assignment from CB Direct (including those issued via CB Direct’s Salesforce platform), along with any applicable instructions or documents referenced therein.
2. Work Change Orders
2.1 Performance of Work
The Service Provider shall provide the Work to CB Direct in accordance with the terms of this Agreement and each corresponding Order or assignment (including those issued through CB Direct’s Salesforce platform). CB Direct may add to, reduce, or otherwise modify the scope of Work by issuing a Change Order, which may also be delivered via CB Direct’s Salesforce platform. A Change Order modifies only the portion of the Work it specifically addresses; all other terms and conditions remain in effect.
2.2 Adjustment of Fees and Schedules
If a Change Order requires a modification to fees and/or schedules, the Service Provider shall promptly notify CB Direct in writing (including, where appropriate, through CB Direct’s Salesforce platform). A Change Order is deemed accepted by the Service Provider upon:
• (a) written acknowledgement by the Service Provider (including acceptance via CB Direct’s Salesforce platform),
• (b) commencement of Work pursuant to the Change Order,
• (c) purchase of materials or components for the changed Work, or
• (d) any other conduct confirming the Service Provider’s acceptance of the Change Order.
3. Contact Person
The Service Provider shall designate in writing one individual (and, if requested, a back-up) who shall be responsible for communication regarding the Work and shall represent the Service Provider in business dealings under this Agreement. The designation shall include relevant contact details (e.g., email, phone) and may be updated as necessary upon written notice to CB Direct.
4. Compliance with Laws
The Service Provider shall comply with all applicable laws, statutes, ordinances, codes, rules, and regulations of any governmental authority with jurisdiction over the Work or the Service Provider. The Service Provider is responsible for maintaining all required permits, inspections, licenses, and certifications to conduct its business and perform the Work in the applicable location.
5. Prices and Payment Terms
5.1 Prices
Unless otherwise agreed in writing, prices shall be as set forth in the applicable Order (including those issued through CB Direct’s Salesforce platform) and may reference the Service Provider’s then-current pricing schedule. All stated prices are inclusive of applicable taxes. The Service Provider shall indemnify CB Direct for any taxes, penalties, or interest that CB Direct pays on the Service Provider’s behalf.
5.2 Payroll Taxes
The Service Provider accepts exclusive liability for all payroll taxes, including any interest, arising from amounts paid to persons used by the Service Provider in performing the Work.
5.3 Invoicing
The Service Provider shall submit invoices in a timely manner, no later than fourteen (14) days after performance of the Work, unless waived in writing by CB Direct. Invoices not received within fourteen (14) days are invalid. If CB Direct disputes any portion of an invoice, it shall notify the Service Provider, and both parties will promptly seek to resolve the dispute in good faith. CB Direct shall pay legitimate, approved invoices according to the terms specified on the Order. If no terms are specified, payment is within net 14 days. Payment will be made by check or electronic transfer unless otherwise specified in the Order.
6. Reports and Audits
Upon CB Direct’s request, the Service Provider shall periodically submit summary reports of the Work performed during a specified period. For time-and-materials projects, CB Direct may, at any reasonable time, examine all relevant cost records (including timesheets, payrolls, invoices, and other evidence of expenditure) and has the right to audit those records.
7. Nature of Relationship
The parties are independent entities. Neither party is the employee, agent, partner, nor joint venture of the other. The Service Provider has no authority to bind CB Direct to any agreement or to incur any obligation on behalf of CB Direct. The Service Provider, as an independent contractor, has sole control over the means, methods, techniques, sequences, and procedures used to perform the Work, subject to the Order and CB Direct’s specifications. The Service Provider is solely responsible for wages, taxes, and benefits owed to its employees and personnel.
8. Insurance
8.1 Coverage Requirements
The Service Provider shall secure and maintain such types and amounts of insurance as CB Direct may reasonably require. At a minimum, the Service Provider must meet any coverage requirements stated in an Insurance Requirements Exhibit or otherwise provided by CB Direct. The Service Provider shall provide a certificate of insurance acceptable to CB Direct. Failure to provide the certificate, or CB Direct’s decision not to request one, does not release the Service Provider from its obligation to maintain the required coverage.
8.2 Subcontractors
The Service Provider shall require its subcontractors to carry the same types and amounts of insurance required under this Agreement. If subcontractors do not obtain the required insurance, the Service Provider shall insure their activities.
9. Service Provider Personnel
9.1 Conduct
The Service Provider shall adhere to any Code of Business Conduct and Ethics provided by CB Direct or otherwise directed by CB Direct.
9.2 Removal of Personnel
At CB Direct’s request, and after reasonable consultation with the Service Provider, the Service Provider shall remove any employee, subcontractor, or supplier deemed unsatisfactory by CB Direct. The Service Provider shall promptly provide a qualified replacement at the same hourly rate. The Service Provider shall bear any costs resulting from the substitution.
10. Confidential Information
10.1 Definition
“Confidential Information” includes any business, technical, or proprietary information disclosed by CB Direct (or its customers) to the Service Provider, whether in written, oral, or other tangible form, that is either marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.
10.2 Use and Protection
The Service Provider shall use Confidential Information only for the performance of the Work and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
10.3 Permitted Disclosure
The Service Provider may disclose Confidential Information only to those of its employees, agents, or subcontractors who require access to perform the Work and who are bound by written confidentiality obligations at least as protective as these.
10.4 Exclusions
The restrictions in this Section do not apply to information that:
• (a) was lawfully in the Service Provider’s possession before disclosure;
• (b) becomes publicly available through no fault of the Service Provider;
• (c) is lawfully received from a third party not under an obligation of confidentiality; or
• (d) is developed independently by the Service Provider without reference to the Confidential Information.
11. Limited Warranty
11.1 Workmanship
The Service Provider warrants that the Work shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
11.2 Installation Services
If the Service Provider performs installation services, the Service Provider warrants that all such services strictly comply with CB Direct’s written instructions (including any provided by CB Direct’s customers).
11.3 Remedies
If the Work does not comply with these warranties, CB Direct may, at its sole option:
• (a) require the Service Provider to re-perform or correct the non-conforming Work at the Service Provider’s expense,
• (b) require the Service Provider to provide substitute Work at no cost to CB Direct,
• (c) offset any amounts due to the Service Provider so that CB Direct can secure substitute Work, or
• (d) require the Service Provider to reimburse CB Direct for the cost of obtaining substitute Work.
12. Indemnity for Damage to Property and Injury to Persons
The Service Provider shall defend, indemnify, and hold CB Direct harmless from any and all claims, liabilities, losses, damages, costs, penalties, interest, and expenses (including attorneys’ fees) arising out of:
• (a) intellectual property infringement arising from the Service Provider’s failure to follow CB Direct’s instructions;
• (b) the Service Provider’s breach of its obligations under this Agreement; or
• (c) bodily injury (including death) or property damage directly or indirectly caused by acts or omissions of the Service Provider (including its employees, contractors, subcontractors, or suppliers) while performing the Work.
13. Indemnity for Employment Laws
The Service Provider shall defend, indemnify, and hold CB Direct harmless from any and all claims, liabilities, losses, damages, costs, penalties, interest, and expenses (including attorneys’ fees) arising out of the Service Provider’s failure to comply with employment, labor, or tax laws, regulations, and rules, including wage and hour requirements, discrimination laws, verification of employment status, harassment claims, workers’ compensation, and withholding or social security obligations.
14. Disclaimer of Incidental and Consequential Damages
EXCEPT FOR THE CONFIDENTIALITY AND INDEMNITY OBLIGATIONS HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY THEORY (INCLUDING CONTRACT, TORT, OR STRICT LIABILITY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Liability Cap
EXCEPT TO THE EXTENT NOT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF CB DIRECT TO THE SERVICE PROVIDER FOR ANY CLAIM (WHETHER IN CONTRACT OR TORT) SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO THE SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION SHALL NOT APPLY TO ANY INDEMNITY OBLIGATIONS OR DAMAGES ARISING FROM A BREACH OF CONFIDENTIALITY.
16. Safety
The Service Provider shall take all necessary precautions to protect the health and safety of its employees, subcontractors, and suppliers, as well as any CB Direct or customer personnel, and any third parties. The Service Provider is solely responsible for the safety of its personnel.
17. Ownership of Information
All Work prepared or developed by the Service Provider under this Agreement is the sole and exclusive property of CB Direct. Unless specifically authorized in writing by CB Direct, information developed or acquired by or furnished to the Service Provider in the performance of the Work shall be used only for the Work. All such Work shall be “work-made-for-hire,” and the Service Provider hereby assigns all rights, title, and interests (including all intellectual property rights) to CB Direct. The Service Provider shall secure any required assignments from its employees or subcontractors to fulfill this provision.
18. Automatic Termination
This Agreement and any Orders hereunder shall terminate immediately if:
• (a) the Service Provider commences insolvency, bankruptcy, or similar proceedings, or is the subject thereof;
• (b) makes an assignment for the benefit of creditors; or
• (c) appoints or applies for a receiver.
19. Termination for Cause
If the Service Provider fails to comply with any material term or condition of this Agreement or any Order, CB Direct may terminate this Agreement and/or any Order upon five (5) days’ written notice, unless the Service Provider remedies the breach within the notice period.
20. Termination for Convenience
CB Direct may terminate this Agreement or any Order, in whole or in part, at any time by providing written notice to the Service Provider. Upon such termination, the Service Provider waives all claims for damages due to the termination, including lost profits, idle equipment, or labor costs, and shall accept as full compensation payment for the Work satisfactorily completed up to the termination date. No termination fee shall be payable by CB Direct.
21. Return of Materials and Final Payment
Upon CB Direct’s request or upon termination of this Agreement, CB Direct shall pay the Service Provider for Work satisfactorily completed through the date of termination, and the Service Provider shall immediately surrender to CB Direct all Work in progress and all documents, data, or other materials pertaining to CB Direct’s business (or its customers’ business). This obligation also applies to any third-party materials disclosed to the Service Provider in connection with this Agreement.
22. Notices
Any notice or communication required or permitted hereunder shall be delivered by overnight courier, email, or by certified/registered mail, return receipt requested, to the address and contact specified on the Order. Such notice is deemed given upon receipt.
23. Assignment
The Service Provider shall not assign or delegate this Agreement, in whole or in part, nor any right or obligation hereunder without the prior written consent of CB Direct. Any attempt to assign or delegate in contravention of this Section shall be void.
24. Continuing Obligations
The following obligations survive expiration or termination of this Agreement:
• (a) any licenses granted hereunder, any disclaimers of liability or indemnities, payment of taxes or monies owed, return of CB Direct’s materials or property, and any confidentiality obligations.
25. Miscellaneous
25.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. All disputes arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the state or federal courts located in Texas, and each party hereby consents to the personal jurisdiction of such courts.
25.2 Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior communications, representations, and agreements. It may be amended only by a written instrument signed by both parties.
25.3 Language
This Agreement is executed and interpreted in the English language.
25.4 No Waiver
Failure of either party to enforce any provision at any time is not a waiver of that provision, or any other provision, or the right to enforce such provisions thereafter.
25.5 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
Final Acceptance
By acknowledging an Order (including any assignment via CB Direct’s Salesforce platform), commencing the Work, or otherwise taking any action confirming the transaction, the Service Provider agrees to be bound by these Terms and Conditions. No separate signature is required for this Agreement to be effective. The effective date is deemed to be the date of the first Order that references these Terms and Conditions.
