(a) Engagement. If you wish to engage G2i to perform Staff Augmentation Services, you must submit a Project proposal (“Project Proposal”) to G2i, including (at minimum) the name (if known) or qualifications (if no specific Candidate has been identified) of any Candidate(s) required to provide the Staff Augmentation Services, the nature of the Project, a description of the specific services to be provided and Deliverables to be prepared, Project timing, and any other special terms for the engagement. G2i may accept or reject any Project Proposal in its sole discretion. If G2i accepts your Project Proposal, G2i will issue a formal statement of work (“SOW”) memorializing the terms of the Project Proposal and providing an estimate of Candidate hours (“Hours Estimate”) and associated fees required to fulfill the Staff Augmentation Services as described in the SOW. The SOW will incorporate these Terms by reference. Candidates may, in their sole discretion, accept or reject G2i’s offer to the Candidate to work on your Project, and any Candidate rejection does not terminate the underlying SOW.
(b) Fees. Where you engage G2i to perform Staff Augmentation Services, all work performed by G2i (and the Candidates it engages) will be performed and charged at our then-current time and materials rates; provided, however, that we will invoice you for a minimum of 85% of the Hours Estimate, irrespective of the number of hours Staff Augmentation Services were actually performed during the applicable invoice period. You acknowledge and agree that the Hours Estimate is an estimate only and is subject to change as the Project proceeds.
(c) Payments. We will invoice you on a periodic basis for amounts due hereunder, and you shall pay all amounts invoiced as set forth in the applicable SOW. All payments must be made in U.S. dollars. Outstanding balances shall accrue interest at a rate equal to the lesser of one and one half percent (1.5%) per month and the maximum rate permitted by applicable law, from thirty (30) days after due date until paid, plus our reasonable costs of collection and attorney’s fees related to collection. All fees due hereunder are exclusive of, and you shall pay, all sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms, except for taxes based upon our net income.
(d) Performance. We and the applicable Candidate shall determine the manner and means of performing the Staff Augmentation Services, provided they are performed in accordance with the applicable SOW. Notwithstanding the foregoing, you acknowledge and agree that the schedule set forth in any Statement of Work is an estimate only and is subject to change as the Project proceeds.
(e) Change Orders. Either you or we may request a change to a SOW, by providing a written proposal outlining the proposed change (“Change Order”). In the event a Change Order is agreed to in writing by both you and us, you acknowledge that the Change Order may alter the Staff Augmentation Services, Hours Estimate, or the delivery and the fee schedule as set forth in the SOW describing the Project. No Change Order will be binding upon either you or us unless said Change Order is in writing (including an email) and is signed or approved by you and us. Any Change Order shall be governed by these Terms.
(f) Assistance. You will provide us and Candidates performing Staff Augmentation Services for you with reasonably requested resources, information and assistance. If a Project requires us or a Candidate to perform Staff Augmentation Services on your premises, you will provide safe and adequate space, power, network connections, materials, secretarial assistance, CPU time, access to your hardware, software and other equipment, assistance from qualified personnel familiar with your hardware, software and data processing requirements and other resources as reasonably requested by us or the applicable Candidate, whether requested during regular business hours or otherwise. You acknowledge and agree that our and Candidates’ ability to successfully perform the Staff Augmentation Services in a timely manner is contingent upon your compliance with this Section. We shall have no liability for deficiencies in Staff Augmentation Services provided by Candidates or us resulting from your acts or omissions or from your instructions. You will provide us and the applicable Candidate access to Company Content (as defined in Section 15(c)) necessary to provide the Staff Augmentation Services, and you hereby grant us and the applicable Candidate a non-exclusive, non-transferable license to use Company Content as necessary to perform the Services.
(g) Security. We will use and maintain administrative, technical, electronic and physical security procedures commensurate with industry standards to secure data You provide to us in connection with Staff Augmentation Services (“Company Data”)against accidental, unauthorized or unlawful access, destruction, use, alteration, modification, disclosure or loss. In addition, we will require each Candidate providing Staff Augmentation Services to agree that (i) the Candidate will comply with all G2i and Company security policies and procedures attached to the SOW or otherwise made available to the Candidate from time to time, including, but not limited to, those relating to data, remote access, access to facilities, access to G2i or Company systems, confidential and personal information, (ii) the Candidate will complete any security training required by G2i or the Company from time to time, and will certify completion of the same in writing upon request, (iii) the Candidate will not allow unauthorized individuals or entities to access Company Data, and (iv) the Candidate will implement and maintain procedures to segregate Company Data from the Candidate’s data and data belonging to third parties.