Note: It is crucial that you carefully review the Service Terms of Agreement (“Agreement”) prior to accepting it. The Agreement comprises these Terms of Use, which, along with any expressly referenced documents, govern your use of the website and its Services, including all content and functionality provided. By accepting the Agreement, you are consenting to be bound by these Services Terms Agreement. You confirm that you are over the age of eighteen (18) and possess the full authority to agree to this Agreement’s terms. If you do not wish to accept the Agreement’s terms, please refrain from accessing the Services.

By agreeing to use the online services provided through Zoom or other online portals, the User acknowledges that their online session may be recorded to ensure quality and satisfaction. This Agreement becomes effective when the User clicks the “I accept” button or accesses the web service portal. By doing so, the User confirms that they have read and understood this Agreement, have the authority to enter into it, and are legally bound by its terms. 

If the User does not agree with these terms, they must select the “I decline” button and refrain from accessing the cloud services.

This Agreement is between AI Data House and the User of  “HELP ON-DEMAND” website (“User”). The Service Provider will provide Excel training services to the User under the terms and conditions outlined in this Agreement. The Services will be provided in individual sessions, and additional sessions will only be deemed accepted if signed by the Service Provider Contract Manager and the User Contract Manager.

The Service Provider will designate employees or contractors to perform the Services, maintain accurate records, and appoint a User Contract Manager to act as their authorized representative. The User Contract Manager must respond promptly to any reasonable requests from the Service Provider, and the Service Provider will cooperate with the User to provide the Services, taking all necessary steps to prevent delays.

Preamble

Considering that the Service Provider possesses the skill and ability to provide certain training services on Excel, and that the User wishes to engage the Service Provider to perform such services under certain conditions mentioned below, the Service Provider and the User hereby agree to the terms and conditions mentioned in this agreement.

1. Services.

The Service Provider shall provide the User with services as specified in one or more Statements of Work to be issued by the User and accepted by the Service Provider. The initial Statement of Work is attached to this agreement as Exhibit. A) Each Statement of Work will constitute a single session, and any additional Statements of Work for additional sessions shall be deemed issued and accepted only if signed by both the Service Provider Contract Manager and the User Contract Manager, appointed pursuant to 2.1(a) and 3.1, respectively.

2. Service Provider Obligations. The Service Provider shall:

2.1. Select employees or contractors who are deemed suitable by the Service Provider to provide the services specified in each Statement of Work (collectively, “Provider Representatives”).

2.2. Keep complete and accurate records relating to the provision of the Services under this Agreement.

2.3. Designate one of its employees or agents to serve as its primary contact and authorized representative with respect to matters pertaining to this Agreement (the “User Contract Manager”), and such designation shall remain in force until a successor User Contract Manager is appointed.

2.4. Ensure that the User Contract Manager promptly responds to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.

2.5. Cooperate with Service Provider to enable the latter to provide the Services.

2.6. Take all necessary steps, including obtaining any required licenses or consents, to avoid any delay caused by the User in the Service Provider’s provision of the Services.

3. Fees and Expenses.

3.1 User agrees to pay the fees indicated on Service Provider’s current fee schedule in consideration of the Services provided by the Service Provider and the rights granted to User under this Agreement. Payment of such fees and reimbursement of expenses under Section 4 constitutes payment in full for the performance of the Services. All fees must be paid prior to the start of any Services, and no refunds will be given.

3.2 User is responsible for all sales, use and excise taxes, and other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by User under this Agreement. If Service Provider is required to pay any of these taxes or duties, User must reimburse Service Provider. However, User will not be responsible for any taxes imposed on Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

3.3 Service Provider may suspend the provision of any Services if User fails to pay any fees when they are due.

4. Limited Warranty and Limitation of Liability.

4.1 Service Provider guarantees that it will perform the Services according to the conditions and terms set out in any Statement of Work and in this Agreement, using personnel of standard skill, experience, and qualifications, and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

4.2 If Service Provider breaches this warranty, User may serve written notice of termination to Service Provider in accordance with Section 8.2, and Service Provider will use reasonable commercial efforts to cure such a breach within a reasonable time. If Service Provider is unable to cure such a breach, User may, at its discretion, terminate the Agreement. In such a case, within 30 days after the effective termination date, Service Provider will refund to User any fees paid by User up to the termination date for the Service or Deliverables, less a deduction equal to the fees for receipt or use of such Deliverables or Service up to the date of termination on a pro-rated basis. However, this remedy will not be available unless User provides written notice of such a breach within ten (10) days after accepting the Service or Deliverable.

4.3 Service Provider makes no warranties, except as provided in Section 5.1, and expressly disclaims all other warranties, whether express or implied.

5. Confidentiality.

During the period of this Agreement, either party may provide the other party with confidential information (the “Confidential Information”) that is not available to the public. If the Confidential Information is disclosed in writing or orally, it must be clearly labeled as confidential or identified as confidential at the time of disclosure. Confidential Information does not include information that is generally available to the public, obtained from a third-party source that is not prohibited from disclosing it, in the receiving party’s possession before disclosure, or independently developed without using Confidential Information. The receiving party must protect and keep the Confidential Information confidential and use it only to exercise its rights or fulfill its obligations under the Agreement. The receiving party may disclose Confidential Information to members of its group who need to know to assist in exercising its rights or fulfilling its obligations under the Agreement. If the receiving party is required by law to disclose Confidential Information, it must notify the disclosing party in advance and seek a protective order or other remedy.

6. Term, Termination, and Survival.

The Agreement will start on the Effective Date and continue until all Services under the Statements of Work are completed, unless it is terminated earlier. Either party may terminate the Agreement by providing written notice if the other party materially breaches the Agreement and does not cure the breach within thirty days of receiving written notice, becomes insolvent, admits its inability to pay its debts, becomes subject to bankruptcy proceedings, is dissolved, makes an assignment for the benefit of creditors, or has a receiver or similar agent appointed to take over its business. The Service Provider may also terminate the Agreement if the User fails to pay amounts due under the Agreement and such failure continues for ten days after receiving written notice or happens more than once in any monthly period. Sections 5, 6, 7, 9, and any provisions that should survive termination or expiration will continue to apply even after the Agreement is terminated.

7. Limitation of Liability.

7.1. Service Provider shall not be held liable to User or any third party for any loss of use, revenue, profit, data or value, or for any consequential, incidental, indirect, exemplary, special, or punitive damages resulting from breach of contract, negligence or any other reason, even if the possibility of such damages was foreseeable or Service Provider was advised of it. Furthermore, this limitation of liability applies even if the agreed remedy fails to serve its essential purpose.

7.2. Service Provider’s aggregate liability in connection with this Agreement, whether resulting from breach of contract, negligence or any other reason, shall not exceed the total amount paid or payable to Service Provider under this Agreement.

8. Entire Agreement:

This Agreement, along with any related Statements of Work, schedules, exhibits, attachments, and appendices constitutes the complete and exclusive agreement between the parties concerning the subject matter and supersedes all prior or contemporaneous oral or written understandings, agreements, representations, and warranties. If there is any conflict between the terms of this Agreement and any Statement of Work, this Agreement shall control.

9. Notices:

Any notices, requests, consents, claims, demands, waivers, and other communications related to this Agreement must be in writing and delivered to the other party at the address specified below, or to a new address provided in accordance with Section 12. Notices must be delivered via personal delivery, certified or registered mail (with return receipt requested), or a nationally recognized overnight courier, with postage prepaid. Notices are considered effective only upon receipt by the receiving party, and the sending party must comply with the requirements specified in Section 12, unless otherwise stated in this Agreement.

10. Severability:

The severability clause states that if any part of this Agreement is deemed invalid or unenforceable by a court, it will not affect the validity of the other parts of the Agreement, and the Parties will negotiate in good faith to modify the Agreement to effectuate their original intent.

11. Amendments:

The Parties agree that any changes to this Agreement must be made in writing and signed by an authorized representative of each Party to be effective.

12. Waiver:

Any waiver of a provision of this Agreement must be in writing and signed by the Party waiving the provision. A failure to exercise or delay in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy, nor does it preclude any future exercise of that right or remedy.

13. Assignment:

The User cannot assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without prior written consent from the Service Provider. Any attempted assignment or delegation in violation of this clause will be null and void, and the User will remain responsible for fulfilling its obligations under this Agreement.

14. Successors And Assigns:

This Agreement is binding on the Parties and their respective successors and assigns.

15. Relationship of the Parties:

The Parties acknowledge that they are independent contractors and that Service Provider is solely responsible for directing the details and manner of the completion of the services. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the Parties.

16. No Third-Party Beneficiaries:

This Agreement only benefits the Parties and their respective successors and assigns, and no other person has any legal or equitable right, benefit, or remedy under or by reason of this Agreement.

17. Counterparts:

This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which together shall be considered as one and the same agreement.

18. Force Majeure:

Either Party shall be held liable or deemed to have breached this Agreement if they fail or delay in fulfilling or performing any term of this Agreement, except for the User’s payment obligations to the Service Provider, if the failure or delay is caused by acts beyond the reasonable control of the impacted party. These acts may include force majeure events, such as acts of God, floods, fires, earthquakes, explosions, wars, invasions, hostilities, terrorist threats or acts, riots, civil unrest, government orders or actions, embargoes or blockades, national or regional emergencies, telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, inability, or delay in obtaining supplies of adequate or suitable materials, or other similar events beyond the reasonable control of the impacted party.

Additional Terms & Conditions

• The User is required to be engaged and present for the entire duration of the call.
• All work must be completed during the session, and no work outside the call is allowed.
• Communication must occur only during the on-demand session.
• All sales are final, and no refunds will be given.
• No credits will be provided if the entire hour is not utilized.
• Each session will end before or at the one-hour mark.
• No file exchanges are permitted, and all work must be done via remote control of the screen and/or coaching the User through it.
• The service only provides advice, and no deliverables will be provided.
• The Service Provider is not responsible for any issues that may arise due to consultation, and the User assumes full responsibility.
• The Service Provider does not guarantee that the User’s request/issue/problem will be resolved within the one-hour session or at all.
• The recordings of the call will not be provided to the User, but the Service Provider may record sessions for quality assurance purposes.
• No summaries of work completed will be provided to the User, and all work occurs during the session.
• The functionality produced during the session may not be available on different operating systems or versions of Excel.
• The Service Provider may limit the number of on-demand sessions that an individual or business may purchase.
• The Service Provider reserves the right to change pricing at any time.
• Visit the On-Demand Excel/VBA Support and Training page to view available topics and services for this service.

By accepting the terms and conditions mentioned herein, you acknowledge and accept these terms and conditions for any past and future sessions.

STATEMENT OF WORK

The Service Provider will offer a one-hour consultation to the client, during which Microsoft Excel and Microsoft Excel VBA (Visual Basic for Applications) training, work, fixes, and/or answers to the User will be provided. Please note that consultation for other software platforms or topics is not included.