Frontline Systems offers its products to a very wide range of customers (over 10,000 companies) on every continent, including very large and very small firms. Software purchasing practices and requirements vary widely among these companies, and Frontline Systems endeavors to satisfy these requirements on a fair basis that reflects all the "elements of the bargain" between the buyer and seller. We offer lower prices to customers who simply want a software license and support services, and higher prices to customers who, in addition, want us to bear extra risks, comply with their policies or their government's requirements, or provide extra transaction-related services.
- About Our Products
- Standard Terms and Conditions
- Custom Terms and Conditions
- Pricing for Orders with Custom Terms and Conditions
- Purchasing through a Software Reseller
- How We Negotiate Terms and Conditions
Our software products are standard tools you can use on a "self-service" basis. They are not custom software, nor are they complete application solutions. They are "commercial off-the-shelf" (COTS) products, as the term is used by the U.S. government. They represent many millions of dollars of software development, offered to you at 1/1000th or less of the development cost, representing true bargains. But our standard terms and conditions are part of this bargain.
Custom terms and conditions materially change the "basis of the bargain," since they typically impose additional costs and/or risks on us as vendors. Some of these terms and conditions may be appropriate for custom software, complete application solutions, or services performed on a company's premises. In our view, they are inappropriate for COTS products; but some companies require them, so we have adjusted our policies and prices accordingly. Today, we see these kinds of terms from U.S. customers as often as we do from European or Asian customers.
If you are a business user working with your purchasing department, we recommend that you make clear to them that our products are commercial off-the-shelf software tools. This can save a lot of time in negotiation.
Our standard terms and conditions are listed at www.solver.com/license and www.solver.com/warranty. We believe these terms and conditions are very reasonable and consistent with software industry practices for commercial off-the-shelf products. These terms provide typical license rights, and a limited warranty with specific remedies; they disclaim other warranties and limit our liability, to the extent permitted by U.S. law. Like most software vendors, we offer Annual Support in connection with our commercial software licenses, and our warranty applies throughout the term of the license and Annual Support. Over nearly 30 years, these terms and conditions have met the needs of both buyers and sellers.
About half of Frontline's business transactions are routinely done under our standard terms and conditions, using our PDF Order Form or our online Shopping Cart, with payment by credit card, check or wire transfer. For these transactions, we offer special discount Standard Terms and Conditions Prices (shown on the Order Form, and in our online Product Catalog) -- 20% lower than our standard commercial prices.
The other half of Frontline's business transactions involve a purchase order issued by a company. Some of these orders also routinely proceed under our standard terms and conditions, and again our Standard Terms and Conditions Prices apply. We require prepayment, and require that the authorized P.O. document clearly states on its face that the buyer accepts Frontline's standard terms and conditions as listed at www.solver.com/license and www.solver.com/warranty, and this overrrides any preprinted terms and conditions on the P.O. form.
Other purchase orders specify their own terms and conditions, explicitly overriding Frontline's standard terms and conditions and any other communications between the parties. We refer to these as "Custom Terms and Conditions." For these transactions, our Custom Terms and Conditions Prices apply, and every purchase order is subject to our review and acceptance or rejection. Because purchase orders are legally binding contracts -- they normally include contract language, and sometimes come with attached contract documents -- attorney and executive time must be devoted to review and negotiate the terms of each such order. To the extent Frontline Systems accepts terms different from its standard terms, this creates an ongoing legal and administrative burden to check for compliance with the custom terms. Frontline Systems does take your requirements seriously -- unlike many vendors who, in an effort to close sales, accept purchase orders without review.
Custom terms and conditions on an order include, but are not limited to:
- License terms, conditions or durations different from our standard terms
- Warranty language different from our standard warranty
- Any special support, repair or service language different from our standard
- Any type of indemnification language (additional charges apply for patent indemnification)
- Any requirement that we carry specific types or amounts of insurance
- Any provision granting a right to audit our records or inspect our premises
- Any terms making us responsible for remitting US or foreign tax, other than US sales tax
- Any requirement to complete US or foreign country tax forms other than IRS Form W-9
- Any terms obliging us to conform to a "code of social responsibility" different from our own
- Any requirement for compliance with regulations imposed on US federal, state or foreign government contractors, other than standard US CCR/SAM certifications applicable to small business
- Any purchase where we must furnish apostilled or consularized documents
- Any purchase where we must furnish an invoice or document in a language other than English
Many times, these custom terms and conditions are a result of general policies and practices for dealing with vendors very different from Frontline Systems, and purchasing products very different from ours. For example, they specify elaborate packing, crating or shipping conditions, when we do not ship any physical goods. They specify work rules, liability and insurance provisions for labor performed on company premises, when the order involves no such work. They specify response times for mission-critical operational systems, when our software is typically used at an analyst's desktop for planning. They require us to "pay a fair wage" or avoid child labor, when our average salary in USD is in six figures. But we must spend attorney and executive time dealing with these terms.
Our standard commercial prices -- sometimes called our Custom Terms and Conditions Prices -- reflect the fact that many companies want us to provide services and/or assume obligations and risks, in addition to our software and support. These prices don't include the 20% discount we can offer when a customer accepts our Standard Terms and Conditions Prices. We periodically review and adjust all our prices. These prices are a starting point when we are asked to review and negotiate a purchase order that specifies custom terms and conditions; they reflect our costs of legal and executive review, and ongoing compliance with the terms finally agreed upon. In negotiating terms, we will seek common ground, and attempt to meet the truly important needs of the customer, while moving closer to our standard terms and conditions. Your purchasing department should not expect to be able to negotiate lower prices while also requiring custom terms and conditions -- we have many times, and most likely will, reject the order under these circumstances.
Some custom terms and conditions are simply unacceptable to us, under any circumstances. Some terms make economic sense only for orders above $50,000 or $100,000, or if we quote additional charges. Some terms are relatively easy to accommodate, but they still materially change the basis of the bargain. While we cannot cover all possibilities, here is a guide to our approach, that may save time in negotiation.
We regularly review and negotiate custom terms and conditions, and we almost always find that we can reach agreement with a customer, on terms that are close to our standard terms and conditions – but experience shows that this materially increases our costs. In the past, we haven’t offered an advantage to customers who "keep it simple" and accept our standard terms and conditions. Under our current policy, we are offering a 20% discount from our Custom Terms and Conditions Prices to all customers (in all countries and currencies) who simply accept our standard terms and conditions. We’ll be happy if all our customers order at this 20% discount.
If your company's policies or procedures make it difficult to accept Frontline's standard terms and conditions, and you are concerned about the extra cost, time and effort of negotiating custom terms and conditions, purchasing a software license and Annual Support through a software reseller may make sense for you. Although Frontline has no "appointed" resellers with term agreements, we do have long-standing, closely cooperative relationships with resellers such as Software House International, Insight, and Softmart. Because these resellers are generally able to provide us with information about the end users of a software license, we can offer all the usual benefits of Annual Support to you, for an order placed through them. As long as these resellers buy from Frontline in accordance with our standard terms and conditions, they receive our Standard Terms and Conditions Prices, less a small reseller discount. A software reseller may have already negotiated acceptable terms with, and qualified as a vendor for your company. Frontline has neither influence nor knowledge of prices and terms that a reseller may offer to your company, but you may find that a reseller can facilitate a purchase for you at an acceptable price.