This page is a brief guide to our approach in negotiating terms for orders with Custom Terms and Conditions. This is intended to help your company's legal or purchasing department; however, nothing on this page constitutes an offer -- we reserve the right to propose or accept terms on a case-by-case basis.
- License terms, conditions or durations
- Warranty language
- Inspection, repair or service provisions
- Indemnification language
- Insurance coverage
- US or foreign tax, other than US sales tax
- Corporate "codes of social responsibility"
- Government contractor requirements
- Apostilled, consularized, or translated documents
- "Most favored nation" pricing
Frontline Systems offers several types of licenses that are designed to meet most customers' needs. We sometimes encounter purchase orders that specify their own terms for license use, license duration, or other factors. For any such order, our Custom Terms and Conditions Prices will apply. We do have a flexible "license control system" that can be used to meet a variety of requirements.
For purchase orders that specify that the software must not use any license control, may be used on an unlimited number of computers or by an unlimited number of people, may be transferred to other companies, etc., we will seek to understand your important needs and propose appropriate terms and pricing. Please note that, by downloading, installing and using our software on a free trial basis prior to purchase, your users have explicitly agreed to our standard Software License and Limited Warranty. We believe these terms are very reasonable, and consistent with software industry practice.
Some purchase orders include warranty language that is different from, and may conflict with, our standard Limited Warranty. We will seek to negotiate this language, and our Custom Terms and Conditions Prices will apply. Warranty language specifying that "all of the goods" are "new" is not very meaningful for software: Initially and for as long as you maintain Annual Support, we make the very latest released version of the software available to you for download. Warranty language specifying that the software is "merchantable and fit for [your intended] purpose" will be rejected. Our software products are tools that can be used for a great many purposes, and we typically do not know about your intended use or purpose.
Other purchase orders, or attached contracts, include special warranty language that is intended for software, but is quite different from our standard Limited Warranty. Usually this language is written for custom software developed solely for your business, complete application solutions (usually with much higher price tags), or custom services, such as operating or supporting a mission-critical system for your company, and is inappropriate for custom off-the-shelf (COTS) software tools. But if you are using our software in an application that requires special or time-sensitive support, for orders above $50,000 we can negotiate terms that meet the needs of both parties. (In fact, our measured average first response time to support requests is under 12 hours, for thousands of support tickets per month.)
We often encounter purchase orders with pre-printed terms intended for purchasing, receiving, inspecting and using physical goods, that is inappropriate for electronically delivered software products. For example, the order may include specific packing, crating, shipping and handling requirements, inspection, acceptance and rework provisions, or ongoing service and repair obligations, sometimes for an indefinite future period, all at no extra cost to the buyer.
These provisions conflict with our policies of offering a free trial and evaluation prior to any purchase, our terms of sale, and our Annual Support Contract provisions -- and they make little or no sense for digital goods, where every copy is of identical quality and durability. We will seek a statement on the P.O. that overrides these pre-printed terms, and our Custom Terms and Conditions Prices will apply. If this is your only issue, we'd recommend that you save 20% on the purchase price by pre-paying and adding a simple statement on the P.O. that overrides the pre-printed language, and accepts our standard terms and conditions at www.solver.com/license and www.solver.com/warranty.
Purchase orders containing any sort of indemnification language must be reviewed on a case-by-case basis, and our Custom Terms and Conditions Prices will apply. In response to broad, all-inclusive indemnification language (for example, "You indemnify, defend and hold us harmless from any and all losses, damages, fines, penalties, and expenses (including reasonable legal fees) arising from third party claims resulting from actual or alleged breaches of this P.O."), we will seek to negotiate specific language, or we will reject the order.
We often encounter language requiring that we indemnify the buyer for damages and/or third party claims that arise in connection with work performed on the buyer's premises, on orders that do not call for any work on premises (it is rare for our personnel to ever do this kind of on-premise work). We will seek either a written statement on the P.O. that no on-premise work will be performed, or else elimination of this language.
Indemnification against third-party claims of infringement of intellectual property rights are a special case. We know the full history of development of our software and regularly register our copyrights, and in more than 25 years in business, we've never encountered even a hint of a copyright claim. While we do not offer such indemnification as part of our standard terms and conditions, for orders above $20,000 at our Custom Terms and Conditions Prices, we can offer written indemnification against claims of copyright infringement, with appropriate language concerning notice, cooperation with defense, etc. For orders above $100,000, we are willing to discuss indemnification against third-party claims of patent infringement: this represents a different kind of business risk, since we cannot know of all possible patent claims in advance.
Frontline Systems maintains an insurance policy, underwritten by Chubb, that includes both Commercial General Liability and Technology Errors and Omissions coverage, with limits of $3 million per occurrence and in aggregate, as well as other coverages (commercial property and automobile, workers compensation, etc.). Whether you simply accept our standard terms and conditions and use our Order Form, or use your own purchase order specifying custom terms and conditions, you have the benefit of this insurance coverage; however, in the latter case our Custom Terms and Conditions Prices will apply. If your purchase order requires us to carry insurance with different limits or coverages, we will review the language and the total order size, consult our insurance brokers, and we may propose surcharges for the additional coverage.
As a seller, Frontline Systems is responsible for collecting and remitting sales tax, which is a tax imposed by individual states, not the U.S. federal government. Frontline Systems Inc. is a corporation domiciled in the state of Nevada. We currently have "nexus" only in Nevada and Montana; the latter state does not have a sales tax. In Nevada, computer software that is delivered electronically is not subject to sales tax (NAC 372.880). Some other states treat electronically delivered computer software as subject to sales tax; but Frontline currently does not have nexus in any of those states. Some states have sought to expand the definition of nexus, and Frontline is monitoring this situation. Frontline also complies with a variety of other U.S. and state reporting and payment obligations for business tax, use tax, payroll tax, excise tax and personal and corporate income tax.
If your company is under U.S. jurisdiction and your purchase order includes general language making us as sellers responsible for "all taxes" or "all taxes other than income tax", we will seek to accommodate you, but our Custom Terms and Conditions Prices will apply. If your company is under the jurisdiction of another country, and your purchase order contains similar broad language, we may well reject the order.
In some countries, your payment of our invoice is subject to a withholding tax, which we consider your responsibility. Sometimes, an exemption from this tax is available if certain declarations are made, or foreign tax forms are filed. If this is your situation, our Custom Terms and Conditions Prices will apply, and we will seek to accommodate you. However, if you or your government requires a copy of IRS Form 6166, Certification of Tax Residency, this is a costly and time-consuming process, and because Frontline is an S corporation under federal tax law, certification is only available for the shareholders of the corporation, not the corporation itself.
We would like to respectfully discourage the recent practice of including your company's Code of Ethics or Code of Social Responsibility as a set of terms and conditions in a purchase order. While we appreciate the intent of these programs, and we have our own set of Core Values for all of our people, we'll cite two obvious problems: First, it isn't feasible for our company to comply with, and keep track of all the different Codes of Social Responsibility of our corporate customers. Second, while a Code written in general language (for example, "pay a fair wage") can serve its original purpose, when turned into a contractual requirement, this creates ambiguity and legal uncertainty. If your purchase order includes such a Code, we'll do our best to review it, but we may reject the order, and our Custom Terms and Conditions Prices will apply.
Frontline Systems maintains an active registration in the U.S. federal government's System for Award Management (SAM, formerly CCR or Central Contractor Registry). You can view our registration information by visiting www.sam.gov, clicking the Search Records button, and entering our company name, or our DUNS number 194676144. By clicking "Reps and Certs" you can view our public representations and certifications of compliance with various FAR and DFARS provisions for federal contractors. We are a small business, but not a minority- or woman-owned small business according to government definitions.
If your company is a federal contractor and you are concerned with compliance with government regulations by your vendors or subcontractors, you can rely on our public Reps and Certs, whether you simply accept our standard terms and conditions and use our Order Form, or use your own purchase order specifying custom terms and conditions; however, in the latter case our Custom Terms and Conditions Prices will apply. If your purchase order requires that we comply with additional government mandates that do not otherwise apply to us, we may well reject the order, or propose surcharges for compliance.
If your company, or your government requires a letter or an invoice that is apostilled (authenticated in accordance with the Hague Convention) or consularized (legalized by your country's embassy or consulate in the United States), we can usually accomodate you, but our Custom Terms and Conditions Prices will apply. An apostilled document will be authenticated by the Secretary of State of our home state, Nevada, but this may take 2 to 3 weeks. A consularized document make take even longer.
If you require a letter, invoice or other document written in a language other than English, we can accommodate you for most major European and Asian languages, but our Custom Terms and Conditions Prices will apply, and additional time will be required.
Our prices are generally low when compared to competitive products from major vendors. However, purchase orders that specify that the order price is the lowest price that we offer, or have ever offered, to any customer or class of customers will be rejected. Frontline Systems has never offered "most favored nation" pricing to any buyer, with the single exception of the U.S. government pursuant to a GSA Schedule Contract -- a contract that we declined to renew, when invited to do so after its initial five year term. We are constantly, aggressively improving our software products, and we regularly review and adjust our pricing; in doing so, we constantly seek to deliver "more for your money," but we compete on premium quality, functionality and performance, not on low price.