Cargas Energy Customization Agreement

Customization Agreement 

We understand that your software needs may change over time, so we've designed this Customization Agreement to be flexible.  Once you approve the billing for a customization you've requested, this agreement will govern how Cargas Energy provides that service to you.  As your business grows and technology advances, we may need to update the agreement to better serve you. Before we start any new work or modify existing customizations, we'll let you know about any updates to the agreement. While we're discussing changes, the current agreement will still be in effect. This ensures that our work continues smoothly without interruption. If there's ever any confusion between different versions of the agreement, we'll use the most recent one, unless we both agree to do something different in writing. Our goal is to keep things clear and simple while making sure our agreement evolves along with your needs.

Scope of Work 

Cargas agrees to provide customization services to tailor the Cargas Energy system to meet the specific needs and requirements of the Customer. This agreement covers all past and future customization projects between Cargas and the Customer. The Scope of Work ("SOW") for each item will be retained in the Cargas Energy support ticketing system. In the event that a new version of this Agreement is issued, the Scope shall automatically extend to cover the services, tasks, and deliverables specified in the latest version of the Agreement, unless otherwise agreed upon in writing by both parties. 

Risk and Liability 

1. Inaccurate System Operation or Reporting: Customizations may result in inaccurate operation or reporting within the system. The inherent uniqueness of each customization means that unanticipated issues may arise.
2. Assumption of Liability: The customer assumes all liability for any issues arising from a faulty customization.
3. Comprehensive Testing Plan: The customer is responsible for developing, executing, and maintaining a comprehensive testing plan to ensure the customizations function as intended and does not negatively impact the overall system performance.
4. Right to Refuse - Legal and Quality Concerns: Cargas Systems reserves the right to refuse any customization requests that we believe may be outside the law or that could potentially compromise the overall quality, security, or performance of our software.
5. Indemnification: The customer agrees to indemnify and hold harmless Cargas Systems from any claims, damages, or losses arising from the use or implementation of a customization. 

Delivery of Customizations 

1. No Guaranteed Timeframe: Cargas Systems does not guarantee a specific timeframe for the delivery of customizations.
2. Complexity of Customization: The more complex the requested customization, the longer the delivery may take. Complexity is determined based on the scope, requirements, and integration with existing systems.
3. Resource Availability: The availability of our development and support teams will impact the delivery time. Our resources are allocated based on current project loads and priorities.
4. Subject Matter Expert Availability: The involvement of a subject matter expert (SME) is critical for scoping and testing the customization. The delivery time will be influenced by the availability and scheduling of the SME.
5. Communication: Cargas Systems will maintain transparent communication with the client regarding the status of the customization, including any potential delays or changes in the expected delivery timeframe. 

Initial Customization Fees 

1. Customization Fee: Customer agrees to pay Cargas a one-time customization fee as outlined in the ticketing system for the agreed-upon customization or configuration.
2. Billing Upon Deployment: An invoice for the customization will be generated when the customization is deployed to the customer’s test environment. This ensures that the customer is billed promptly for the work completed.
3. Additional Costs for Redevelopment: Any redevelopment of the feature will result in the issuance of a new quote. This redevelopment will incur additional costs, which will be detailed in the new proposal and subsequent invoices.  Redevelopment may occur for many reasons including
   1. major scope changes found during testing
   2. customizations never being promoted from test to live due to lack of testing 

Maintenance Fees 

The cost of this customization will be added to your system list price which becomes part of the percentage you pay on your annual Care Plan. Please note that you will be billed for the customization once it is applied to your test site. This is because implementing and integrating the requested changes requires time, effort, and resources on our end to ensure a seamless and tailored experience for your specific needs. It is also important to note, that this customization may need to be redeveloped or fixed in the future if any of the underlying designs of the system change.  Redevelopment of these features will result in another proposal, which may incur additional costs

Automatic Payment Setup and Authorization 

1. Account Setup: Customer agrees to set up an account with Cargas for automatic payment purposes. Customer shall provide accurate and up-to-date billing information, including but not limited to bank account details or credit card information, for automatic monthly payments.
2. Authorization: By signing this Agreement, Customer authorizes Cargas to automatically charge the designated account for the monthly fees as outlined herein. 

Maintenance of Customizations 

1. Software Updates: When the client takes a software update from Cargas Systems, we will make every effort to merge the existing customization into the new version of the software.
2. Minor Defects or Omissions: If, during the customer's testing of the updated software, minor defects or omissions are discovered within the customization, the maintenance fee will cover the necessary work to address these issues.
3. Significant Software Changes: In cases where the customization needs to be fully redesigned or redeveloped due to major software rewrites or significant updates, the customer should expect that the customization will need to be redeveloped. This redevelopment will incur additional costs.