HomeMy WebLinkAbout2023-238DocuSign Envelope ID; 4AFOC668-37D8-4980-8870-13084765D9EF5
TAGMARSHAL INTERNATIONAL LIMITED TERMS AND CONDITIONS
1st Floor, 6 Lapps Quay, Cork, Ireland
TERMS AND CONDITIONS
This agreement is entered into between;
TAGMARSHAL INTERNATIONAL LIMITED (Ireland),
Incorporation Number 627199, addressed at 1 st Floor, 6 Lapps Quay, Cork,
Ireland ("Tagmarshal')
And
Indian River County's Sandridge Golf Club, addressed at 5300
73rd St, Vero Beach, FL 32967
the Client')
. DEFINITIONS
1.1. "Service' means the work to be performed by Tagmarshal pursuant to this
Agreement and detailed in the scope of work in services listed in 2 hereof; as
well as per the system feature breakdown on Tagmarshal's website,
www.tag ma rsh al. coMprod uctoffering
1.2. "GPS Unir means global positioning system unit that communicates
directly with both the cellular network and the global positioning satellite
system;
1.3. "Hardware" means the hardware supplied by Tagmarshal to enable the
Client to use and access the Software; further details as to the Hardware
supplied by Tagmarshal are annexed hereto marked 'A..
1.4. 'Software" means the Tagmarshal Internet browser -based computer
program that provides the Client with course monitoring and pace or play
management;
1.5. "Licence Fee' means the monthly fee payable by the Client to Tagmershal
monthly in advance.
1.6. "Installation Date' means the date that Tagmarshal completes the supply
of the Hardware to and the setup of the Software for the Client At this time
training is provided to the Client and the system is optimized for use at the
Client's course.
1.7. 'Live Date' means the date at which the contract period starts (as per
Annexure A) and the Software is functional.
2. SERVICE AND SCOPE OF WORK
2.1. Tagmarshal is the owner and operator of a professional golf course
management solution that allows for pre-emptive and efficient field
management. The Client has agreed to purchase the Hardware and wants to
make use of the Software under the terms and conditions fully described
herein.
2.2. All terms, conditions, and costs described herein address the use of the
Hardware and Software on facilities located at the Client's designated address.
Use of the Hardware at any other facility is not permitted under this
agreement.c
2.3. With effect from the signature date and for a period specified in Annexure
A of this agreement (,the Contract Period') from the Live Date, Tagmarshal will
make available its Software to the Client and provide the Services as set out
herein.
2.4. Tagmarshal shall carry out the Services set out hereunder. Further details
as to the duration and timing of the services Tagmarshal will provide are
annexed hereto marked 'A'.
2.5. Tagmarshal shall be responsible for providing the customer access to the
Software for the duration of the Contract period starling on the Live date as
specified in Annexure'A' of this agreement
2.6. Tagmershal will provide service support (Software and Hardware) over the
full duration of this agreement via the following routes:
2.6.1. A web -based FAQ/ knowledge page with an online support form/email
address.
2.6.2. Online support via email will be available to the Client
(support@tagmarshal.com) between 7.00 am and 3.00 pm EST seven days a
week with a minimum response time of 3 (Three) hours.
2.6.3. Telephonic support will be available to the Client via the following
telephone number, 725-333-7354 between 7.00 am and 4.00 pm eastern
standard time from Monday to Friday.
2.6.4. Off --site repair and maintenance of the Hardware. Faulty Hardware,
covered by the terms stipulated in section 8 of this agreement, couriered by
the Client to Tagmershal will be repaired or replaced at the discretion of
Tagmarshal, at no cost to the Client for the duration of the Contract Period.
2.7. Tagmershal will provide 5 hours of training at no cost to the Client on or
around the installation Date and will provide the Client with instructions on how
to use and, where necessary, install Hardware components. In the event that
the Client requires further instructions and/or training in respect of the use of
the Hardware and/or the Software, Tagmarshal agrees to attend to such
further instruction and/or training where reasonably possible and the Client
agrees that it shall be liable for and shall pay to Tagmarshal its charges in
respect thereof at the then prescribed rate that Tagmarshal so charges,
therefore. The Client agrees that it may not cede and/or assign any of its
rights and/or obligations under this Agreement without the prior written
consent of Tagmarshal.
2.8. Tagmarshal shall provide notification to the Client on Software upgrades
and Service improvements.
2.9. Tagmamhal shall ensure that the Client has access to the latest version of
the Software on a continuous basis.
2.10. The Installation Date, on which Tagmamhal will supply the Hardware and
provide access to the Software for the Client as specified as per Annexure "A'
of this agreement
2.11. All GSM data costs incurred through the use of the GPS Units will be the
responsibility of Tagmarshal for the duration of the Contract Period.
3. OBLIGATIONS OF THE CLIENT
3.1. The Client wilt ensure suitable hardware such as a PC and, or tablet
computer as well as Internet connectivity is available in orderfor their internal
staff and stakeholders to access and work with the Tagmarshal Software.
3.2. The Client shall advise Tagmarshal without delay of any fad, matter or
issue which would have an impact on the delivery of the Service, to enable
Tagmarshel to properly and effectively carry out the Service.
4. LICENCE FEES AND HARDWARE PAYMENT
4.1. The Client shall be authorized to use the Tagmarshal Software at each
facility specified in Annexure "A" of this agreement for the duration of the
contract period specified therein.
4.2. The client will be charged a Software License Fee per facility specified in
Annexure "A'. These fees will be payable by the Client to Tagmarshal monthly
in advance via automated account debit (ACH payment) or cheque.
4.3. The Client agrees to rent, lease or purchase the Hardware specified in
Annexure 'A' of this agreement at the specified amount. These fees will be
payable by the Client to Tagmarshal via automated account debit (ACH
payment) or cheque.
4.4. The Client may be liable for any customs duty and/or tax considerations
due on the Hardware's entry into the Clienfs state or country.
4.. All inquiries regarding the billing by Tagmarshal for its services should be
sent to biilling@tagmarshal.com.
6. OWNERSHIP
5.1. All documents, reports, data, information, and all other computer records
brought into existence by Tagmarshal as a consequence of the implementation
of this Agreement, shall remain the property of the Client on condition that
accounts are in good standing as per clauses 4.1, 4.2 and 4.3 above.
5.2. Tagmarshal reserves the right to use the Client's course data for
marketing and research purposes from time to time. In regards to marketing,
Tagmarshal shall not refer to the Client by name without the Client's
permission which shall be obtained in writing in advance of its public use.
6. EXCLUSION OF LIABILITY
6.1. No warranty given by Tagmarshal to the Client regarding the accuracy of
any information, opinion or report which is generated by Tagmarshal or by the
Client through access to the Software will confer any liability to Tagmarshal,
including any contingent liability of whatever nature. The Client hereby holds
Tagmarshal harmless against any claim, of any nature as a result of the
Client's access to the Software, the Hardware, and/or the Service provided by
Tagmarshal.
7. CONFIDENTIALITY
7.1. Tagmarshal shall at all times hold as confidential any of the Client's
information which is of a confidential nature and no disclosure thereof shall be
made, save with the consent of the Client, the aforegoing not being deemed to
restrict disclosures as would be required in the regular, normal and ordinary
course of business to such third party who would normally be entitled to
receive such confidential information.
7.2. The confidential information shall extend to and include all information
relating to the client's principals, financial policies, intellectual property,
products, services, employees, consultants, contractors and without
derogating from the generality of the aforegoing, any information which, if
conveyed to a third party, could prejudice the Client and/or procure an unfair
advantage insofar as the third party to whom such disclosure has been made,
and which would not be available to it in the regular, normal and ordinary
course of business.
7.3. The obligation to maintain such confidentiality shall survive the termination
of this Agreement for any reason or cause whatsoever.
8. HARDWARE REPLACEMENT COST, STORAGE, AND GUARANTEE
8.1. Tagmarshal will guarantee the hardware supplied by Tagmarshal for the
Contract period, normal wear and tear expected.
8.2. This guarantee does not extend to any conduct of the client or any person
and/or thing that relates to accidental breakage, theft, misuse or abuse,
malfunction due to improper Client installation (if applicable), damage caused
by accident, fire, liquid contact, other external cause, golf cart damage or any
other action by any party which may cause damage to the hardware.
8.3. Replacement or repair of damaged, lost or broken units outside of the
guarantee can be arranged via Tagmarshal, subject to the client paying
Tagmarshal the relevant fees for such a repair or replacement as well as
associated shipping and handling.
8.4 Tagmarshal will reimburse the customer for license and/or service fees on
a pro -rata basis for the period that each device is out of service due to
Hardware failure subject to the guarantee conditions determined in item 8.2.
8.5 CLIENT HARDWARE SELF INSTALL
8.5.1 In the event of the Client electing to self4ristall the hardware, the Client
agrees to waver all of its rights and daims in terms of all hardware and or
system warrantees and or guarantees, express or implied whirs:
yere
attributed to the installation and or wiring of the hardware. 1
Initia
DocuSign Envelope ID: 4AFOC868-37D8-4980-8B70-BO84765D9EF5
TOTALS
Set-up fee - upfront
Software service fee 8 Hardware (ease - per annum $0.00$55,309.92
First 6 months deferred at $99 p/m $594.001st year
555,309.92
Not. annual Amount attar wtuar
2nd year
$55,309.92
Nat annuai snioi;.rxt sitar, row,
3rd year ..
$55,309.92
h.e ar...u,ar vmec �s aaem.,enaH
4trtl year
$55,309.92
_. .....K_...._.... _ _
NOTES:
• Ongoing fees are payable monthly in advance (54 installments). The ongoing fee Includes all GSM data fees and product support.
• tNa offer optional tablet packages to enhance starter 8 Marshall performance - Samsung 8 inch tablets with robust cover, a 1GB data plan, set-up
and product support - for $245 up (rant with a $19/m data plan.
• Ali prices exclude taxes and/or duties which are the clients responsiblgty (International- outside of USA).
• Tee sheet integration fees may apply depending on Courses Provider, ask your rep for mora info.
• Lease prices offered through Tagmarshai 3rd party partners & subject to credit approval
Accepted
Name:
Signature: Date: August 31, 2023
1. This lease agreement can be amended at any time during the 54 months for Hardware additions and Upgrades
2. The financing is through Catalyst Finance Company Bryon Edwards, Senior lease Specialist at Catalyst Finance Company can be contacted at
Ph: 778666-1304 should you require any assistance with the application form, or have any questions regarding the Financing fadlity.
3. Funds will be released to Tegmarshal on signature ofthe Finance agreement, to facilitate speedy installation and onboarding at your course.
4. Installation Schedule:
Hardvrdre delivery and training will be facilitated by Tagmarshal as per the following schedule:
4.1 Hardware delivery: Within 2 weeks of installation.
4.2 Full system go live:
............................................................
5. Please indicate (if applicable):
5.1 Goff Cert Model ............................................
6. Tee Sheet Integration Requirement? (Additional charges may apply)
6.1 Please indicate if Tee Sheet Integration is required
6,2 Please indicate Tee Sheet company name used
�- TAGMARSHALe
golf course optimization
Annexure A:
All leasing programs are subject to credit approval
Leasing programs are tacillated by our partner Catalyst Finance Company
Course / Facility:
Sandridge Golf Club
Address:
530073rd St, Vero Beach, FL 32967
Contact
Bela Nagy
Contract Period:
October 1, 2023 - March 30, 2028
Course Type:
Public
Tagmarshal Contact:
Ashleigh Bryant
Contract Data:
Br31/2023
PRODUCT OF71ON ,.
Tagmarshal Track -. .
Number of golf courses:--
-
Active season months:
1
Seasonal
Rounds per annum:
100,000
W -up fee -upfront
• New 8" 2way GPS Screen installed
Quantity..Price TOTAL
�' - --- - -
Set-uptoo -total
160 $0.00 $0,00
Payable 2 weeks prior to the contract start date and
$too
includes course ma in sten training, and goal time calibrator.
PP 9.
Mon hfil software cavies a HaMwars fee.
.. -
Tagmarshal Track
• New 8' 2way GPS Screen Installed
Monthly Data Fee for tablet at $19 p/m each
160 $33.90 $5,424.00
Monthly Tee Sheet integration fee
2 $19.00 $38.00
1 $15.00 $1500
Monthly Software aarvipe a Hardwars fee -total
Payable monthly in advance
S4,8i19.18:
Net amount after Rabat.
$3,009.16
TOTALS
Set-up fee - upfront
Software service fee 8 Hardware (ease - per annum $0.00$55,309.92
First 6 months deferred at $99 p/m $594.001st year
555,309.92
Not. annual Amount attar wtuar
2nd year
$55,309.92
Nat annuai snioi;.rxt sitar, row,
3rd year ..
$55,309.92
h.e ar...u,ar vmec �s aaem.,enaH
4trtl year
$55,309.92
_. .....K_...._.... _ _
NOTES:
• Ongoing fees are payable monthly in advance (54 installments). The ongoing fee Includes all GSM data fees and product support.
• tNa offer optional tablet packages to enhance starter 8 Marshall performance - Samsung 8 inch tablets with robust cover, a 1GB data plan, set-up
and product support - for $245 up (rant with a $19/m data plan.
• Ali prices exclude taxes and/or duties which are the clients responsiblgty (International- outside of USA).
• Tee sheet integration fees may apply depending on Courses Provider, ask your rep for mora info.
• Lease prices offered through Tagmarshai 3rd party partners & subject to credit approval
Accepted
Name:
Signature: Date: August 31, 2023
1. This lease agreement can be amended at any time during the 54 months for Hardware additions and Upgrades
2. The financing is through Catalyst Finance Company Bryon Edwards, Senior lease Specialist at Catalyst Finance Company can be contacted at
Ph: 778666-1304 should you require any assistance with the application form, or have any questions regarding the Financing fadlity.
3. Funds will be released to Tegmarshal on signature ofthe Finance agreement, to facilitate speedy installation and onboarding at your course.
4. Installation Schedule:
Hardvrdre delivery and training will be facilitated by Tagmarshal as per the following schedule:
4.1 Hardware delivery: Within 2 weeks of installation.
4.2 Full system go live:
............................................................
5. Please indicate (if applicable):
5.1 Goff Cert Model ............................................
6. Tee Sheet Integration Requirement? (Additional charges may apply)
6.1 Please indicate if Tee Sheet Integration is required
6,2 Please indicate Tee Sheet company name used
DocuSign Envelope ID: 4AFOCB68-37D8-4980-8870-B084765D9EF5
Tagmarshal International Limited
1st Floor, 6 Lapps Quay, Cork County Cork
, Ireland T12 SP62
Tel: +353 21 2120003 (Europe)
Tel: +1 7253 337354 (USA)
Email: Contact@tagmarshal.com
.......................................... John Willmore,
CRO
Incorporation number - 627199
Directors : Stephen Knoop, Bodo Sieber, Craig Kleu, John Willmore