Working with Dialogs Professional Services.

The following terms apply to any and all services provided by Dialogs Professional Services, a division of Kaleidoscope Information Services, Inc. (hereinafter DPS), including, but not limited to, web hosting, mobile app content hosting, professional services used to develop Dialogs-powered projects, and maintenance of existing websites and hosted content for mobile apps. These terms apply to all DPS customers. The act of placing an order for services from DPS serves as acceptance of these terms.

Professional services payment terms.

DPS will present, immediately upon the acceptance of an executed estimate, an initial payment statement defining the approved project costs and specifying an initial payment that includes the Dialogs license and that must be received before work will commence. DPS will present invoices monthly for project work completed until project end. Our standard terms are net15. Payment in full for all items in the approved estimate and all approved change orders must be received prior to site go-live.

Pre-paid discount packages may also be available.

Hosting and maintenance payment terms.

All fees for hosting and maintenance must be paid in full in advance. See our hosting and maintenance option for more information.

Communication and information collection.

All meetings are assumed to take place at DPS offices in Dallas, Texas, by phone or video conference. The customer will provide a single point of contact with one single contingency contact for all questions related to contractual work with DPS. These contacts will be considered by DPS to have final approval responsibility. The contact will provide all required and requested content and materials to complete the work requested. Should DPS receive a request to obtain materials from third parties on behalf of the contact person, additional charges will be applied for trafficking and additional project management and coordination. Approved communication: Dialogs Capture, internet/telephone conference, and face-to-face.

Scope of work and change order approvals.

Each project estimate will describe the scope of work in as much detail as is possible given information provided to DPS for estimation. DPS reserves the right to request a change order authorization to conduct work not specifically identified in the estimate. Change orders will stipulate the scope and cost impact of the requested change. Requested revisions to completed components of the project also constitute a change order.

Web content implementation standards.

Production of web-based content will be HTML/CSS standards based and tested against the two most recent versions of Internet Explorer (Windows), Firefox (Windows and Mac), Chrome (Windows and Mac), and Safari (Windows and Mac). URLs will be search engine friendly, and the site will facilitate easy integration with Google Analytics.  

Project timeline and potential delays.

Each project estimate will stipulate a development timeline structured to meet any specified customer requirements and to provide for efficient development. All delivery dates are conditioned upon timely delivery of required materials by customer. The costs reflected in estimates assumes that production commences within 30 days of receipt of the estimate and is completed within the timeline as indicated. Project delays compromise the production efficiency of DPS staff and jeopardize the scheduling of internal and external resources. DPS reserves the right to change its billing to a “time and materials” basis or bill in greater increments should the project be delayed by customer approval periods, or other delays not controlled by DPS such as customer requested rework or project put on hold longer than 10 days.

DPS intellectual property rights.

Each project created in Dialogs as a product of the work (deliverable) defined in each estimate will include unique deliverables frequently including HTML/CSS design and coding, information architecture, database design, and custom coding to provide the functionality as described. The project will be developed utilizing the Dialogs framework. Upon final payment of all fees defined in the estimate and any approved change orders, DPS will grant a perpetual license to use Dialogs for the specific uses as defined in the estimate. The Dialogs application code is provided in “open” form for customer-modification if desired. If the customer, or third-party agents at the customer’s direction, elect to modify code provided in this development process, customer agrees that DPS is absolved from further warranty of the application whatsoever. This precludes the re-use of DPS code for other deployments within or outside the customer’s company, and specifically precludes the re-sale of this product or development of any derivative works whether or not for profit or gain.

Site content and copyright.

For any project created in Dialogs, with or without participation from DPS, the customer and/or content owner will have copyright authority on all content including text, graphics, and any other information elements. Customer assumes all responsibility related to content copyright. All content delivered by customer or collected from any existing customer is assumed to be in final and complete form. DPS is not responsible for misspellings or editing content should this content become out-of-date during the development process or should customer wish to modify content after delivery.

Provisioning, development, and go-live.

Dialogs is a PHP/MySQL development environment using industry-standard, best-practice techniques optimizing security and performance. Dialogs can be deployed in most Linux, Apache, MySQL, PHP (LAMP) server environments including most virtual hosting environments. Every hosting environment has unique characteristics, however, so it is optimal that development work be conducted in the same (or identical) production environment. DPS cannot guarantee that all Dialogs functionality is available in every hosting environment. DPS will provision Dialogs on the development server identified by customer for use during implementation. This temporary installation of Dialogs is not licensed for live content display and will be removed prior to “go-live.” Upon final payment of all fees associated with the development of the project, DPS will provision the production version of Dialogs in the production environment. “Go-live” must be scheduled after this final provisioning.

Maintenance and Service Level Agreements.

DPS is pleased to provide on-going maintenance of all Dialogs-powered projects. Fees for improvements and enhancements to the initial functionality may be paid on either a “time and materials” basis or using pre-paid discount packages. Any and all requests for assistance in application functionality not stipulated in the initial project scope or approved change orders, and any request for non-warranty bug fixes, will be billed accordingly.

DPS offers several service level agreements (SLAs). These SLAs define the response time and prioritization of issue resolution plus other levels of service for various types of issues. SLAs are 12-month contracts. The terms of SLAs may change from time to time, but terms will not change for a customer during the term of their SLA.

Termination of development agreements.

Signing the estimate for a development project constitutes a contract for work between customer and DPS. In the event of customer’s early termination or cancellation of work, customer agrees to pay for all work completed as of the date of termination at our full hourly rate, but in no event less than 25% of the full project cost. In the event of customer-generated project delays in excess of thirty (30) days or any amount due DPS remains unpaid thirty (30) days after presentation of an invoice to customer, DPS, in its sole discretion, may immediately terminate the project development contract.

Late or non-payment.

If DPS does not receive payment in full of any amounts due and owing to DPS on or before the due date of an invoice, all work associated with that customer will be suspended until payment is received. If DPS does not receive payment in full of any amounts due and owing to DPS within fifteen (15) days after the due date thereof, customer may be charged a finance charge of 1.5% per month. In addition, in the event that any amount due DPS remains unpaid after thirty (30) days after the due date of an invoice to customer, DPS, in its sole discretion, may immediately terminate services and/or withhold or suspend services and/or revoke use of and remove the temporary copy of Dialogs from the development and/or production server.

Credits.

All internet sites and applications (web and mobile) created with or supported by Licensed Materials will include, at Licensor’s sole discretion, a “Powered by Dialogs” link, logo, and/or tagline, and a credit line in the header code, for the duration of this Agreement. Websites must include this credit on all public and private web pages, and mobile applications must include this credit in the start-up sequence.

DPS use of outside services/referrals.

DPS may, at its discretion, use outside services and or contract personnel to provide certain components of our offerings. DPS only uses services of the highest quality, provided by firms or individuals with the utmost integrity. DPS stands behind the products and services for which it bills. Additionally, DPS may refer customers to other providers more suited to handle aspects of or the entire project as specified. DPS may receive ‘agency’ or ‘referral’ fees from such providers.

Development warranty.

DPS’s warranty and guarantee is for all work developed by DPS and used for the intended purposes to be without bugs or errors. DPS is not responsible for errors, mistakes, or bugs caused by other parties not represented by DPS or from the misuse of DPS’s work. DPS cannot warranty work that is not completely developed by DPS or work co-developed with the customer or other outside party. Due to constant changes in technology and tools, warranty period is for forty-five (45) days from delivery date of project. DPS will address any errors in functionality (bugs) in any project developed by us promptly upon notification by customer.

Limited liability.

Under no circumstances, including negligence, shall DPS, its officers, agents, or anyone else involved in creating, producing, or distributing deliverables defined in our estimates be liable to the customer or any third party, for any claims, causes of action or direct, indirect, incidental, special, or consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the deliverables; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to DPS records, programs, or services. DPS further shall have no responsibility whatsoever to Customer or any third party for the accuracy or quality of information obtained through or in connection with its services. Notwithstanding the above, Customer’s exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, or tort, including negligence or otherwise, shall not exceed the aggregate dollar amount which customer paid DPS during the twelve (12) months immediately preceding the claim or the costs defined in a project estimate, whichever is less.

Regulatory compliance is responsibility of customer.

Kaleidoscope has designed Dialogs with security as a paramount design criteria, and the risk of inappropriate data access is mitigated by a number of security strategies. When Dialogs is deployed in regulated industries (e.g., HIPAA, SarbOx, PCI-DSS, etc.), it is the responsibility of the end-user regulatory administrator to review data management methodologies, technologies, and procedures to identify any areas that he/she deems must be addressed to satisfy his/her requirements. Should the end-user determine that adjustments must be made that were not included in the project scope, a change order will be provided once the scope of changes have been identified. It is highly recommended that this review be conducted prior to site implementation to verify that any cost impact resulting from such adjustments remains within an acceptable budget.

Pricing.

Pricing structure and rates are subject to change without notice. The hours quoted in estimates are honored for 30 days from the date of the estimate. Fees quoted by DPS do not include sales taxes of any kind. The customer is responsible for paying all appropriate sales tax as required by the State of Texas.