1. Incorporation of Master Agreement
These Invoice Terms of Service (“Invoice Terms”) are incorporated by reference into and made a part of each invoice issued by NorthShore Technologies (“Service Provider”) to the Client. These Invoice Terms supplement the Master Service Agreement executed between the parties. In the event of any conflict between these Invoice Terms and the Master Agreement, the Master Agreement shall govern.
2. Payment Terms
2.1 All invoices are due and payable in full within fifteen (15) calendar days of the invoice issuance date (“Due Date”).
2.2 Accepted payment methods include ACH transfer, direct bank deposit, or other electronic methods approved in writing by the Service Provider.
2.3 The Client must raise any disputes related to an invoice in writing within seven (7) business days after the Due Date. Failure to timely dispute constitutes full and final acceptance of the invoice and a waiver of all objections.
2.4 Any invoice not paid by the sixteenth (16th) day following the invoice issuance date shall accrue a late fee of five percent (5%) of the outstanding balance, compounded monthly (equivalent to sixty-five percent [65%] annually), or the maximum allowable legal rate, whichever is lower.
3. Ownership, Deployment, and Access Rights
3.1 All deliverables, including but not limited to code, automations, workflows, scripts, data models, and system configurations, remain the sole and exclusive property of the Service Provider until full payment of the corresponding invoice(s) is received.
3.2 Deployment of deliverables into the Client’s systems, including Salesforce Organizations, is provided strictly for demonstration, testing, or operational purposes pending final payment. Deployment does not constitute transfer of ownership, license, or usage rights.
3.3 In the event of non-payment, the Service Provider reserves the right, without liability, to suspend, disable, or remove access to any unpaid deliverables to the extent permitted by technical means and applicable law. This includes disabling workflows, metadata, custom code, integrations, and related functionality.
3.4 The Client acknowledges that suspension or disablement of unpaid deliverables may cause disruption to business operations, loss of functionality, or data unavailability, and accepts full responsibility for such consequences.
3.5 The Service Provider shall not deactivate user accounts unless explicitly authorized by the Master Agreement. However, disabling deliverables critical to system operations may render some or all user functions inoperative.
3.6 If an invoice covers partial or phase-based deliverables, and subsequent invoices remain unpaid, the Service Provider retains the right to disable the entire solution, regardless of partial payment status.
4. Derivative Works and Org Cloning Prohibition
4.1 Deliverables are licensed exclusively for use within the original Salesforce Organization ID (“Org”) where services were rendered. Deliverables may not be copied, cloned, forked, reengineered, or reimplemented in any other environment without the Service Provider’s express written permission.
4.2 Unauthorized use of substantially similar functionality in another Org shall constitute prima facie evidence of cloning and breach of agreement.
5. Transfer of Liability and Organizational Binding
5.1 Should the Client undergo a sale, merger, acquisition, restructuring, or bankruptcy, any entity assuming control of the Salesforce Org containing the Service Provider’s deliverables shall be jointly and severally liable for all outstanding invoices tied to that Org.
5.2 Continued use of deliverables or configurations after a change of ownership constitutes express acceptance of these obligations by the successor entity.
6. Refunds and Cancellation
6.1 All prepayments are non-refundable.
6.2 No refunds shall be issued for completed, partially completed, or delivered work.
6.3 Unused prepaid hours may carry forward in accordance with the Master Agreement but have no cash value and may not be exchanged for a refund.
7. Suspension of Services
7.1 The Service Provider may suspend or terminate any deliverables, work in progress, support, or system components if payment is not received as required.
7.2 Suspension actions may occur without further notice and do not relieve the Client of its payment obligations.
7.3 The Service Provider shall not be liable for any loss of revenue, operations, goodwill, or functionality resulting from suspension.
8. Collections and Recovery of Costs
8.1 Any invoice more than thirty (30) days overdue may, at the Service Provider’s sole discretion, be referred to a third-party collections agency.
8.2 The Client agrees to be responsible for all costs of collection, including but not limited to reasonable attorney’s fees, court costs, and third-party agency fees incurred in pursuit of unpaid amounts.
9. Governing Law and Jurisdiction
9.1 These Invoice Terms and all related disputes shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to its conflict of law principles.
9.2 The parties agree that exclusive jurisdiction and venue shall lie in the state and federal courts located in Medina County, Ohio, United States. The Client expressly waives any objection based on forum non conveniens.
9.3 Notwithstanding the foregoing, the Service Provider reserves the right, at its sole discretion, to bring legal action against the Client in the Client’s home jurisdiction if such action is deemed beneficial to enforcement or recovery of outstanding debts.
10. Acceptance
Payment of any invoice, continued use of deliverables, failure to raise a timely dispute, or retention of deployed configurations shall constitute express acceptance of these Invoice Terms. These terms shall survive termination of the Master Agreement until full payment for all related invoices is received.
