Terms and Conditions
Welcome to INDEXING STAFFING, INC.. INDEXING STAFFING, INC. is an Illinois corporation with a business address of 12011 S. 88th Ave. Palos Park, Il. 60464.
These Standard Terms and Conditions (“Terms”) are incorporated into and a part of the contract between INDEXING STAFFING, INC. and the Customer under which INDEXING STAFFING, INC. provides services or products (collectively “Services”) to a Customer. A Customer is the governmental entity, company or individual which has executed an Agreement with INDEXING STAFFING, INC. for Services. Customer and INDEXING STAFFING, INC. may each be referred to as a “Party” and together the “Parties.”
1. Agreement
The Agreement means the contract between a Customer and INDEXING STAFFING, INC. consisting of these Terms and any proposal, purchase order, or sales order (“Proposal”) signed by a Customer which incorporates these Terms. Except as agreed to in writing by the Parties, the Agreement does not include any other terms and conditions included in any purchase orders or other documents related to the Proposal made or accepted by the Customer. In the event there are conflicting terms between the Terms and Proposal, these Terms will control unless expressly provided for otherwise in the Proposal.
2. Scope and Timing of Services
During the term of the Agreement, INDEXING STAFFING, INC. will provide Customer with Services outlined and set forth in the Proposal. Unless otherwise specified in the Proposal, INDEXING STAFFING, INC. will arrange for the transportation of the Customer records for Service as necessary and INDEXING STAFFING, INC. may use third parties to provide certain portions of the Services. INDEXING STAFFING, INC. will use reasonable efforts to complete the Services within the time period(s) indicated in the proposal, a schedule agreed to in writing or as otherwise agreed to by the parties in writing. Such date is subject to periodic revisions by INDEXING STAFFING, INC. in the event of strike, lock-outs, inclement weather, war, riot, civil unrest or national emergency, act of god, government regulation, theft, vandalism, fire, labor or
material shortage, or other interruption or delay beyond the reasonable control of or without fault on the part of INDEXING STAFFING, INC. (such events being hereinafter individually and collectively referred to as "Force Majeure Events"). INDEXING STAFFING, INC. shall have the right to extend the estimated date of completion for the period of any delay caused by any Force Majeure Event or any delays caused by Customer. INDEXING STAFFING, INC. shall not be liable to Customer for damages of any kind, including incidental, consequential or similar damages, and the obligations of Customer hereunder shall not in any manner be excused or varied if completion shall be delayed or prevented by a force majeure event
3. Term
The Agreement shall become effective on the date (“Effective Date”) the Proposal is fully signed by an authorized representative of both parties and will remain in effect for the term identified in the Proposal (“Initial Term”). If no term is identified in the Proposal, the Agreement will remain in effect until any of the following occurs: a) delivery of product(s) or completion and acceptance by Customer of Services; b) or is terminated by either party.
4. Termination
This Agreement is subject to termination for convenience and without penalty by either party with no less than thirty (30) days written notice to the other party. Either party may terminate this Agreement for a material breach of the other party if such breach remains uncured after ten (10) days written notice to the other party. INDEXING STAFFING, INC. will make reasonable efforts not to incur additional fees upon notice of termination. Customer will be responsible for payment of all Services performed through the termination date.
5. Payment Terms
a. Fees. Customer will timely pay all amounts required under the Agreement. INDEXING STAFFING, INC.’s Proposal pricing is provided as a good faith estimate of cost based upon information about the project provided to or understood by INDEXING STAFFING, INC. Actual pricing may vary based upon the actual quantity and condition of records as determined after a full assessment performed by INDEXING STAFFING, INC. once it receives the Records. As a result, actual price may vary from an estimated price listed in a Proposal. INDEXING STAFFING, INC. will notify Customer within a reasonable period of time from when it determines actual price will exceed an estimated price. b. Invoicing and Payment. Unless otherwise provided for in the Proposal: a) payment of all fees is due in full upon the Effective Date of the Agreement; and b) Customer agrees to pay all invoiced amounts due within 30 days of the date on the applicable invoice. Customer is responsible for providing complete and current billing and contact information. c. Taxes. Fees do not include any taxes, levies, duties, or similar assessments of any kind including value-added, sales, use or withholding taxes (“Taxes”) unless Customer is exempt from taxes, so indicates in the proposal and can provide an exemption certificate or citation to legal authority outlining Customer’s tax-exempt status. INDEXING STAFFING, INC.
is responsible for taxes assessed against INDEXING STAFFING, INC. based upon its income, property, or employees. d. Suspension. INDEXING STAFFING, INC. may suspend the provision of Services to Customer if Customer does not pay in full any balance due within sixty (60) days of the date of an invoice until Customer satisfies any undisputed.
6. Indemnification
INDEXING STAFFING, INC. shall defend, indemnify, and hold harmless the Customer and its officers, agents, and employees, from any and all losses, claims, demands, damages, injuries, causes of action, assessments, penalties, costs, expenses, judgments, or other liabilities (collectively “Claims”) arising directly out of INDEXING STAFFING, INC.’s negligent performance of any Services provided pursuant to this Agreement. INDEXING STAFFING, INC.’s indemnification obligation shall only exist for the Term of this Agreement. Nothing in this Agreement shall be construed to require INDEXING STAFFING, INC. to provide indemnification for Claims (a) arising out of or otherwise related to, in whole or in part, the negligence or willful misconduct of the Customer or (b) concerning or otherwise related to the accuracy or inaccuracy, content, or omission of any information provided by, or on behalf of, Customer to
INDEXING STAFFING, INC. .
7. Limitation of Liability
a. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CLAIMS, PENALTIES OR DAMAGES, WHETHER IN CONTRACT, TORT, OR BY WAY OF
INDEMNIFICATION, IN AN AMOUNT EXCEEDING THE FEES PAID BY CUSTOMER TO INDEXING STAFFING, INC. IN THE MOST RECENT TWELVE (12) MONTHS.
b. UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO THIS AGREEMENT BE
LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, INTRINSIC
VALUE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
8. Insurance
INDEXING STAFFING, INC. shall maintain in full force and effect, for the term of this
Agreement, the following types of insurance: (a) Commercial General Liability insurance of not less than $2,000,000.00 for each occurrence, and $2,000,000.00 in the aggregate, (b) Automobile Liability insurance of not less than $2,000,000.00 combined single limit, (c) Errors and Omissions Liability insurance of not less than $5,000,000.00, and (d) Workers’ Compensation insurance meeting or exceeding the statutory requirements, and Cyber/Privacy insurance of not less than $5,000,000.00. A Certificate of Insurance confirming these coverages and limits will be provided to the Customer upon request. Customer will be listed as an additional insured on the commercial general liability and automobile coverage policies solely to the extent (a) of the required insurance limits and (b) of the risks and liabilities assumed by INDEXING STAFFING, INC. in this Agreement. INDEXING STAFFING, INC. shall cause insurer to furnish to Customer future certificate(s) evidencing the insurance described herein at any time upon request. INDEXING STAFFING, INC. will provide Customer with no less than thirty (30) days’ notice of any material change, notice of non-renewal or cancellation.
9. Confidentiality
a. Subject to legal process and any public records request laws, information disclosed
by or otherwise obtained from a party (“Disclosing Party”) to or by the other party (“Receiving Party”), designated as confidential will be maintained in confidence by the Receiving Party. Customer will provide INDEXING STAFFING, INC. sufficient notice of any public records request pertaining to INDEXING STAFFING, INC. to allow INDEXING STAFFING, INC. time to identify to Customer any applicable exemptions to disclosure for Customer’s consideration. b. Confidentiality Safeguards. INDEXING STAFFING, INC. will maintain appropriate physical, administrative and technical safeguards to protect Confidential Information constituting non- public personal information provided to it by Customer. INDEXING STAFFING, INC. will
only use and disclose non-public information to its employees, agents, or subcontractors for the purpose of providing Service subject to the terms of the Agreement. INDEXING STAFFING, INC. shall be permitted to compile and use aggregated or anonymized data from certain Services for INDEXING STAFFING, INC.’s business purposes provided Customer is not identified as the source of such data. Upon creation, INDEXING STAFFING, INC. will be the owner of any aggregated or anonymized data and may copy, comingle, and use such data for analytics, improving our services, or any other lawful purpose. c. Healthcare Information. Personal healthcare information (PHI) and other healthcare information may be subject to regulations including the Health Insurance Portability and Accountability Act (“HIPAA”). HIPAA may require the parties to enter into a business associate agreement (“BAA”) regarding PHI. Unless indicated otherwise in the Proposal, Customer represents it is not a covered entity as defined by HIPAA and will not provide healthcare records subject to HIPAA without prior notice to INDEXING STAFFING, INC. so the parties may
determine whether a BAA is required.
10. Customer Property
All Customer property, including Records, sent to INDEXING STAFFING, INC. by Customer will remain the property of Customer. Upon written request, INDEXING STAFFING, INC. will return to Customer any Customer property it may possess or control. INDEXING STAFFING, INC. may destroy any electronic images or copies of Customer property ninety (90) days after the completion of the Services unless otherwise agreed upon by the parties. INDEXING STAFFING, INC. will provide Customer reasonable access to, or copies of, Records upon
request while in the custody or control of INDEXING STAFFING, INC.
11. Service Warranty
INDEXING STAFFING, INC. warrants to the Customer that all services provided under this Agreement will be performed in a workman like manner consistent with that degree of care, qualification, and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the time the Services were performed. If any work is reasonably determined by Customer to be less than professional quality, INDEXING STAFFING, INC. will correct such work without charge. This warranty extends for ninety (90) business days past termination or expiration of this Agreement. This warranty is limited to reworking of the unsatisfactory product without change to the original specifications and without regard to the amount of effort expended on the original work product. THE GOODS AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE SERVICE WARRANTY PROVIDED HEREIN, INDEXING STAFFING, INC.
AND ITS AFFILIATES AND AGENTS: 1) EXPRESSLY DISCLAIM ANY AND ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE,TITLE, QUALITY, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; 2) DO NOT WARRANT THAT ACCESS TO GOODS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE OR PROVIDED THROUGH SERVICES IS ACCURATE, COMPLETE OR FREE OF VIRUSES OR OTHER HARMFUL CONTENTS OR COMPONENTS; 3) SHALL IN NO EVENT BE LIABLE FOR ANY INACCURACY, ERROR, OMISSION, OR LOSS, INJURY OR DAMAGE (INCLUDING LOSS OF DATA) CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS, OR INTERRUPTIONS OF CUSTOMER.
12. General
a. No Actions, Suits, Proceedings, or Debarment. INDEXING STAFFING, INC.
warrants there are no actions, suits, or proceedings, pending or threatened, that will have a material adverse effect on INDEXING STAFFING, INC.’s ability to fulfill its obligations under this Agreement. INDEXING STAFFING, INC. represents that as of the date of the Agreement, INDEXING STAFFING, INC. is not on the federal government’s list of suspended, ineligible, or debarred contractors. b. Relationship. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.
c. Assignment. INDEXING STAFFING, INC. will not assign, transfer, or convey its
interest in this Agreement without the prior written consent of Customer, which will not be unreasonably withheld. Notwithstanding the foregoing, INDEXING STAFFING, INC. may freely assign this Agreement to a corporate affiliate or in the event of the sale of all, or substantially all, of its assets. d. Notices. All notices to Customer will be sent to the address identified on the Proposal. Notices to INDEXING STAFFING, INC. shall be sent to the following address:
INDEXING STAFFING, INC.
12011 S. 88th Ave. Palos Park, Il. 60464.
legal@indexingstaffinginc.com
All notices must be made either via email, conventional mail, or overnight courier. Notice sent via conventional mail, is deemed received four (4) business days after mailing. Notice sent via email or overnight courier is deemed received twenty-four (24) hours after having been sent.
Force Majeure. Except for payment obligations for Services, any delay in or failure by either party in performance of this Agreement will be excused if and to the extent the delay or failure is caused by conditions beyond its control including but not limited to war, riot, strike, lock-out, fire, flooding, natural disasters, pandemics, force majeure events of subcontractors, or
any other cause beyond the reasonable control of the party whose performance is affected.