Star USA, Inc.
Standard Terms and Conditions of Service
The purpose of this document is to explain our relationship with you, our billing practices, our obligations to you, and your obligations to us in the belief that our relationship will benefit from a mutual understanding of these matters at the beginning of our relationship. We urge you to call us any time you have any question relating to any of these matters.
Your agreement to this engagement constitutes your acceptance of the following terms and conditions. If you find any of these terms and conditions unacceptable, please tell us now so that we can try to resolve any differences and proceed on a mutually satisfactory basis.
2. Our Relationship
Our engagement and the services we will provide are limited to the matter described in the Scope of Work (SOW). Any change in our engagement or the services we are to provide to you must be mutually approved in writing. The services we provide are strictly those services described in the SOW; we do not provide business, personal, financial, investment, accounting, legal, or other services. You will provide us with the factual information and materials we need to perform the services identified in the SOW, and we will perform the necessary services and give you the necessary guidance. You will make all business, personal, financial, investment, accounting, or legal decisions that are required, including in the case of government action, the decision whether or not to communicate with the governmental authority or agency involved. You will not rely on us for business, personal, financial, investment, accounting, or legal advice and will not expect us to investigate the character or credit of persons or entities with whom you are dealing, unless we have expressly agreed to do so in the SOW. The contract between us includes these terms and conditions and the SOW.
We warrant that our services will be provided by competent personnel who are trained and knowledgeable in the matters of the services they are providing to you as set forth in the SOW. We also warrant that those services will be provided in a workmanlike manner and will be consistent with the description provided in the SOW. Our warranty obligation is based upon you providing to us in a timely manner all information that is material to matter as well as that which is requested by us and that all such information is truthful, accurate and complete. WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXCLUDE ANY IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE OR MERCHANTABILITY. IN THE EVENT OF ANY BREACH BY US OF THIS WARRANTY OR CONTRACT, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS EITHER, AT OUR OPTION, A RETURN OF THE AMOUNT YOU PAID TO US FOR SUCH SPECIFIC SERVICE OR OUR PROVIDING SUCH SERVICE AGAIN, WHETHER SUCH CLAIM IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND IN NO CASE WILL OUR LIABILITY TO YOU EXCEED THE AMOUNT THAT WE HAVE BEEN PAID BY YOU FOR THE SPECIFIC SERVICE IN QUESTION. No accommodation by us to you will alter, amended, extend, or increase our obligations to you under this warranty and contract.
3. Confidentiality and Other Matters
As your consultant on matters concerning the exporting or importing of goods or services, we will strive to keep our communications with you confidential. However, you understand that we are not attorneys and, unless we are hired by or working for attorneys, our communications with you are not covered by the attorney-client communication privilege.
We can adequately advise you only if you make us aware of all information and documents that might be relevant to the matter we are addressing for you. Accordingly, we urge you to communicate with us fully so that we can properly perform our services for you.
You should understand, however, that in those matters where we are advising a corporation or other legal entity, our relationship is with that specific corporation or legal entity and not with its individual officers, directors, executives, employees, shareholders, partners, or other persons in similar positions, or with its parent, subsidiary, or affiliated corporations or persons. In such cases, our services are provided only to the corporation or legal entity that we have agreed to provide the services to. Further, you will not assert a conflict of interest because we represent other persons, corporations, or entities that are competitors to that corporation or legal entity or any of such related persons, corporations, or other legal entities.
4. Professional Fees
In determining the professional fee for our services we are generally guided primarily by the amount of time devoted to your matter and the hourly rates of the persons performing the services, although we offer other fee arrangements in appropriate situations. If another fee arrangement has been mutually agreed to for your work, it will be set forth in the SOW.
We may also consider other factors, as appropriate, including: the novelty and difficulty of the issues involved; the skill required to do the work; the fee customarily charged by comparable firms for similar services; the importance of the work to you or the amount of money involved or at risk and the results obtained; any time constraints imposed by you or the circumstances; and the nature and length of our professional relationship with you.
The hourly rate assigned to each person reflects his or her ability, experience, reputation, market rates in each location for his or her area of practice, the firm’s costs, and other factors deemed appropriate by the firm. Our hourly rates are subject to review and adjustment from time to time, at least annually, based on the foregoing factors. Any changes in hourly rates are usually applied prospectively, although they may also be applied to time that has been recorded but not yet billed. Our personnel will record time spent on your behalf in quarter-hour increments unless otherwise agreed between you and us.
We will seek to perform your work cost efficiently. This does not mean, however, that we will necessarily assign a person with the lowest hourly rate. When selecting personnel to perform the services required by your engagement, we generally consider the skill, ability, and experience levels required for the work, prior commitments of our personnel, and the time demands of your matter and other matters, as well as the hourly rates of our personnel, unless you request otherwise. Under some circumstances, persons with higher hourly rates may be assigned in order to provide specialized skills, to complete the matter more quickly, to meet time constraints imposed by you or the circumstances, to seek to perform the work at a lower overall fee, or because of personnel workloads.
At times we may use temporary personnel with appropriate credentials to complete certain work under our supervision. We will charge you for the time of these individuals at rates established by us based on their experience and expertise the same as we do for our direct employees.
We generally charge for travel time during normal business hours at our applicable hourly rates. Outside normal business hours we charge one-half our applicable hourly rates unless the person is able to work while traveling. If the person works on your behalf while traveling, you will be charged our applicable hourly rates regardless of the time of travel. If the person works on other clients’ matters while traveling, you will not be charged for time during which the person worked for other clients.
The fees for services do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to our services. When we have the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties will be included on our statements with other expenses and charges unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. Any payments by you to us will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes that are otherwise imposed on payments to us will be your sole responsibility. You may be asked to provide us with official receipts issued by the appropriate taxing authority or such other evidence to establish that such taxes have been paid.
6. Expenses and Other Charges
In addition to fees for our professional services, our statements will include out-of-pocket expenses we incur (e.g., filing fees, overnight courier fees, travel, and postage) and internal charges we make for other services we provide (e.g., copying, computerized research, long distance telephone, and faxes) in connection with performing services on your behalf. Out-of-pocket expenses incurred will be billed at our cost, which in some cases may be estimated. Internal charges (which may exceed direct costs and allocated overhead expense) will be billed at amounts that reflect the value of the service or industry practice. Further detail regarding any expenses or other charges will be furnished upon request. We may request an advance expense deposit from you in matters where we expect that we will be required to incur substantial out-of-pocket costs on your behalf.
7. Travel Expenses
For automobile travel, we customarily reimburse our personnel and charge you the Internal Revenue Service approved mileage rate, plus parking and tolls outside the states in which our offices are located.
Actual cost is always charged for airfare, auto rental, cab fare, meals, and lodging. Our personnel are required to travel coach class, lowest logical airfare, unless you request or approve other arrangements in advance, the air travel time exceeds four hours, or circumstances warrant otherwise. In the latter two cases, travel will be by business class if available or first class if it is not.
8. Delivery and Communications Expenses
Postage on mail in excess of two ounces per item is billed at cost.
Air express, outside local messenger services and courier services are billed at cost. Use of our own messengers for local deliveries is charged at rates generally competitive with local messenger services.
Long-distance telephone calls may be charged at costs estimated using rate tables provided by our primary vendors. Local mobile phone calls to or from clients may be billed at cost, exclusive of phone rental and lease costs, which are absorbed by the caller.
9. Computerized Research and Database Charges
We utilize automated research services that assist in reducing your fees. In addition, we have access to other internal and external databases which help to save money and assist in improving the quality of research. Our charges for use of these automated research tools are at vendor invoice plus a percentage estimated to cover internal costs directly related to these services.
10. Invoices and Payments
Unless otherwise mutually agreed, we generally render monthly invoices for services, expenses and other charges. Our invoices are due and payable upon receipt. Payment is considered overdue if not received within 30 days from the invoice date. If our invoices are not timely paid, we may withdraw from your representation and terminate our services. We may also assess an interest charge on any overdue invoices (1.5% per month unless stated otherwise), whether or not we terminate services. Payments made on overdue invoices are applied first to the oldest outstanding invoice.
If you have any question about any invoice or any fee, expense, or other charge, we urge you to discuss it with us. We want you to be satisfied with the quality of our services and the reasonableness of our fees.
Unless we have mutually agreed to continue our relationship with respect to other matters, our relationship with you will end upon the completion of services for the matter to which the SOW applies or upon the earlier termination of our engagement by you or by us. In this regard, you have the right to terminate our relationship at any time you wish with or without cause. An early termination of our relationship without cause will not, and an early termination of our relationship with cause may not, relieve you of your obligation to pay our reasonable fees, expenses, and other charges incurred before the termination. We also have the right, and sometimes the obligation, to terminate the engagement. We also reserve the right to suspend or terminate our services, if you breach your obligations with respect to the engagement or do not pay our invoices as specified.
12. Ownership of Files and Records
Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created in connection with your matter, shall be your property, subject to any lien granted by law and our right to make and retain copies. Upon the closing of our files after termination of the engagement, we will return records belonging to you unless you request otherwise, or unless special circumstances require us to retain such records. If you request that we retain your files we may ask that you bear the costs of storage. We shall require from you written authorization to transfer any property belonging to you to a third party. Under our record retention policy we normally destroy files five years after a matter is closed. It is understood and agreed that we shall have the right, at our discretion, to dispose of files which have not been returned to you at such time that we determine that such files need no longer be retained.
13. Indemnity and Safe Workplace
You agree to indemnify, hold harmless and defend us with respect to any claim, action, cause of action, liability, judgment, fine, lawsuit, or other assertion of any third party against us that arises out of or relates to any negligent or intentional act committed by you or on your behalf or to any breach by you of the contract between us.
Further, you agree to provide a safe and secure place for our personnel on your premises who are providing services or acting in furtherance of this contract or in any activities between us.
14. Force Majeure
We shall not be liable to you, nor be deemed to have defaulted under or breached the contract between us, for any failure or delay in fulfilling or performing any term of the contract to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricanes or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of the contract; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.
15. Choice of Law and Dispute Resolution
The contract between us, which includes these terms and conditions and the SOW, shall be interpreted and construed under the laws of the State of Ohio, and you consent to the jurisdiction of the courts situated in or covering Ashland County, Ohio, with respect to any claims or actions arising under this contract.