OurKarma LLC Terms and Conditions
1. “Company” means OurKarma LLC, the provider of ERP implementation services. “Client” means the entity purchasing services from Company. “Services” means ERP implementation, configuration, customization, integration, consulting, training, and related services. “Deliverables” means any work product provided to Client under this Agreement. “Confidential Information” means non-public, proprietary, or sensitive information disclosed by either party.
2. Scope of Services Company shall provide Services as described in one or more Statements of Work (“SOW”). Each SOW is incorporated into and governed by these Terms and Conditions. In the event of a conflict, the SOW shall control for scope-specific items.
3. Client Responsibilities Client agrees to:
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Provide timely access to personnel, systems, and data
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Assign a project manager with decision-making authority
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Ensure accuracy and completeness of all provided information
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Obtain and maintain all necessary software licenses (unless otherwise agreed)
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Make timely decisions and approvals
Delays caused by Client may result in schedule and cost adjustments
4. Fees and Payment Terms
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Fees are defined in the applicable SOW
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Invoices are due within [15/30] days of issuance
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Late payments may incur interest at [1.5% per month or maximum allowed by law]
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Company may suspend Services for non-payment upon written notice
All fees are non-refundable unless otherwise stated.
5. Change Management Any changes to scope, timeline, or Deliverables must be documented in a written change order signed by both parties. Company is not obligated to perform work outside the agreed scope without such approval.
6. Intellectual Property
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Company retains ownership of all pre-existing materials, methodologies, and tools
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Upon full payment, Client receives a non-exclusive, non-transferable license to use Deliverables for its internal business purposes
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Custom developments may be subject to separate licensing terms as defined in the SOW
7. Confidentiality Each party agrees to:
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Protect Confidential Information using reasonable care
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Use such information solely for purposes of the Agreement
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Not disclose to third parties without prior written consent
Confidentiality obligations survive termination for a period of [2–5] years.
8. Data Security and Privacy Company will implement reasonable administrative, technical, and physical safeguards to protect Client data. Client remains responsible for:
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Data accuracy and backups
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Compliance with applicable data protection laws
Unless explicitly stated, Company does not assume responsibility for regulatory compliance.
9. Warranties and Disclaimers Company warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY STATED: - Services and Deliverables are provided “as is” - Company disclaims all other warranties, including merchantability and fitness for a particular purpose - Company does not guarantee that ERP systems will be error-free or uninterrupted
10. Limitation of Liability To the maximum extent permitted by law:
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Company’s total liability shall not exceed the fees paid under the applicable SOW
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Company shall not be liable for indirect, incidental, special, or consequential damages, including lost profits or data
11. Indemnification Client agrees to indemnify and hold harmless Company from claims arising out of:
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Client-provided data or materials
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Misuse of Deliverables
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Violation of applicable laws or third-party rights
12. Term and Termination
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This Agreement remains in effect until terminated by either party
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Either party may terminate for material breach with [15–30] days’ written notice if not cured
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Client shall pay for all Services performed up to the termination date
13. Force Majeure Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, labor disputes, or system outages.
14. Independent Contractor Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
15. Non-Solicitation Client agrees not to solicit or hire Company personnel involved in the project for a period of [12–24 months] without Company’s written consent.
16. Governing Law This Agreement shall be governed by the laws of the State of [Your State], without regard to conflict of law principles.
17. Dispute Resolution Disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved, disputes may be submitted to:
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Mediation, followed by
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Binding arbitration or courts of competent jurisdiction
18. Entire Agreement These Terms and Conditions, together with any SOWs, constitute the entire agreement and supersede all prior agreements.
19. Amendments Any modification must be in writing and signed by authorized representatives of both parties.
20. Severability. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.
21. Assignment Client may not assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.
22. Authority to Bind. Each party represents that the individual signing this Agreement has full authority to bind the respective entity.
