Commercial Terms & Conditions

Effective Date: July 1, 2025
Version: 1.3

1. PRICING CONTINGENCY

All quoted prices are based on Provider’s standard service agreement terms utilizing the Bonterms framework, including but not limited to liability limitations, warranty disclaimers, indemnification provisions, and payment terms. Use of Customer’s Master Service Agreement (MSA), custom contract terms, or material modifications to Provider’s standard agreement may result in adjusted pricing to reflect:

  • Increased risk allocation and liability exposure
  • Additional administrative costs and legal review requirements
  • Enhanced insurance coverage requirements
  • Modified warranty or service level commitments
  • Non-standard payment or billing terms

Standard Agreement Framework: Provider utilizes the following standardized agreement templates:

All agreements are completed through the Bonterms web application with standardized terms and conditions. Signatures are collected via DuoCircle’s document signing software.

2. QUOTE VALIDITY

Unless otherwise specified, all quotes are valid for thirty (30) days from the date of issuance. Pricing may be subject to change after the quote expiration date due to market conditions, vendor pricing changes, or updated service specifications.

3. PAYMENT TERMS

Standard Payment Terms: Net 30 days from invoice date unless otherwise specified in the service agreement.

Late Payment: Late payments are subject to charges as specified in the applicable service agreement.

Payment Methods: Payment by ACH transfer, wire transfer, or company check. Credit card payments may be subject to additional processing fees.

4. CONTRACT TERMS IMPACT ON PRICING

4.1 Liability and Risk Allocation

Pricing assumes Provider’s standard liability limitations and risk allocation as defined in the Bonterms Cloud Terms framework. Customer requirements for:

  • Unlimited liability exposure
  • Broader indemnification obligations beyond Bonterms standard terms
  • Enhanced insurance requirements
  • Stricter service level agreements beyond standard Bonterms SLA

May result in pricing adjustments depending on the scope of additional risk.

4.2 Warranty and Service Level Modifications

Enhanced warranty terms, extended service level commitments, or performance guarantees beyond Provider’s standard offerings may result in additional charges.

4.3 Compliance and Regulatory Requirements

Provider maintains standard compliance certifications and security documentation to support typical vendor onboarding requirements:

Available Security Documentation:

Additional Compliance Services: Customer requests beyond Provider’s standard security documentation will be subject to additional charges at Provider’s then-current consulting rates, including but not limited to:

  • Custom security questionnaire completion
  • Third-party compliance assessments or audits
  • Additional security or audit documentation not part of standard vendor onboarding
  • Specialized compliance requirements not included in standard service offerings
  • Continued customer-initiated compliance requests beyond initial onboarding

Standard vendor onboarding documentation is provided at no additional charge. Any requests for information beyond standard onboarding materials will be quoted separately.

5. SCOPE AND CHANGE MANAGEMENT

Scope Assumptions: Pricing is based on the specific scope of services outlined in the corresponding quote or proposal. Any changes to scope, including:

  • Additional users or volume increases beyond quoted parameters
  • Integration requirements not specified in original scope
  • Additional customization or configuration requests
  • Extended implementation timelines due to Customer delays

Will be subject to additional charges at Provider’s then-current rates.

6. FORCE MAJEURE PRICING PROTECTION

Provider reserves the right to adjust pricing in the event of extraordinary circumstances beyond Provider’s reasonable control, including but not limited to:

  • Significant increases in third-party vendor costs (>15% annually)
  • Changes in applicable laws or regulations requiring additional compliance measures
  • Force majeure events affecting service delivery costs

Any such adjustments will be communicated to Customer with thirty (30) days’ written notice.

7. RENEWAL AND ESCALATION

Unless otherwise specified in the service agreement, pricing for renewal terms may be subject to adjustment based on:

  • Changes in service levels or scope
  • Market rate adjustments (not to exceed 5% annually for standard services)
  • Modifications to underlying vendor or technology costs

8. TAXES AND FEES

All quoted prices are exclusive of applicable taxes, duties, and government fees. Customer is responsible for all sales, use, VAT, GST, and other applicable taxes unless Provider is provided with a valid tax exemption certificate.

9. ADDITIONAL SERVICES

Services not included in the base quote, including but not limited to:

  • Professional services and consulting
  • Training and documentation
  • Expedited implementation timelines
  • After-hours support
  • Custom reporting and analytics

Are available at Provider’s then-current professional services rates.

10. DOCUMENT EXECUTION AND SIGNING

Agreement Process: All service agreements are executed through the Bonterms web application platform, which provides standardized, legally-vetted contract terms. This streamlined process eliminates the need for redline negotiations and ensures consistent risk allocation.

Signature Collection: Electronic signatures are collected via DuoCircle’s document signing software. All parties will receive fully executed copies upon completion of the signing process.

No Redlines: Provider prefers that all agreements be negotiated and completed within the Bonterms platform rather than exchanging Word documents for redlines. This streamlined approach ensures consistency, reduces legal review time, and maintains competitive pricing. When Customer’s custom agreement is required, it will be sent to Customer using the Bonterms cover page procedure for execution.

11. ACCEPTANCE AND MODIFICATION

These Commercial Terms & Conditions are incorporated by reference in all quotes and proposals. Any modifications to these terms must be agreed to in writing by both parties. Provider reserves the right to update these terms with thirty (30) days’ written notice to Customer.

Questions? Contact us for clarification on any of these commercial terms.

 

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