Frequently Asked Questions-University Contracts - Carnegie Mellon University

Frequently Asked Questions

Policies:

The UCO operates from 8:30 a.m. - 5:00 p.m.

The UCO is only responsible for contracts.  Payment is handled by the Buyer either by PCard or a purchase order.  Accounts Payable is responsible for issuing checks to the vendor.

The UCO drafts and reviews contracts based on information provided by the Buyer.  Typically, the UCO does not communicate directly with the vendor.  The UCO does not distribute templates for Buyer's use.

Contract requests should be sent to the UCO's inbox at university-contracts@andrew.cmu.edu.  The UCO acknowledges the receipt of the request with an automated message.  Requests received after 4:15 p.m. will be submitted into our review queue the following business day.  For contract requests that need immediate attention after 4:15 p.m., please contact the UCO by phone.

What is a Service:

"Performance of labor for the benefit of another.”

The term “Service” covers a lot of territory. Defined negatively, it is not the typical commodity purchase that runs through Procurement, such as purchasing office supplies, hardware, equipment, etc.

A “Service” contemplates an action on the part of the vendor.  This can mean creating something, performing a duty, or permitting another party to use the vendor’s property.

In comparing the “Service” to a commodity purchase, once the buyer completes the transaction, there is typically no ongoing duty of the vendor, except as it relates to honoring warranties, etc.

When a “Service” is involved, the primary thrust of the transaction is the action to be taken.

A rule of thumb is, if the vendor has “terms and conditions” accompanying its quote, or there is an acceptance requirement involving “terms and conditions” before a buyer can complete the transaction, a contract is involved, and a “Service” is probably involved. There is no difference if the “terms and conditions” are written on a sheet of paper, or are featured on a website. 

View List of Services [pdf].

Contracts:

All Contracts: Please include the vendor's name and address, details of the service including date, time, and payment amount, and any paper work from the vendor such as a proposal, quotation, statement of work, work order, or banquet event order in the case of catering services.  Please indicate if grant money is being used to pay for the services.

Catering: Please review our Catering and Restaurant Events [pdf] for catering guidelines.

Conference Registration:  Conference registration (attendance) does NOT require UCO review and approval, and individuals can pay via PCard, or through a PO or ER.  For other conference-related activities, such as sponsorship, hosting of events, booth rentals, etc., buyers will need to work with UCO to have the agreements or terms and conditions reviewed in advance, and prior to making any deposits.

Honorarium:  Please review our Honorarium Guidance [pdf] for help determining when an Hononarium can be used.  To get the form, CLICK HERE [doc].

Printing & Engraving:  Please review our Printing & Engraving Guidance [pdf] for help determining when a contract/UCO approval is required.

Software:  When purchasing software, the Buyer should submit the software's license or EULA (End User License Agreement) for UCO review.  A review of a license or EULA should take place whether or not the software is being purchased or used as part of a free trial.

Click-Throughs:  Some services are offered via the Internet.  Usually, the vendor's website requires the Buyer to click an "I Accept" button that legally binds Carnegie Mellon to the vendor's terms and conditions.  The UCO calls these types of terms and conditions "click-through agreements" (hereinafter "CTA").  The UCO cannot always negotiate click-through agreements, but the UCO does advise the Buyer about the risks and obligations they are agreeing to by using the vendor's service.

To submit a request for a click-through agreement review, please provide a link to the vendor's site or their terms and conditions if possible, an explanation of the services, and the purpose for which the services will be used.

Please note:  software and CTA approvals are valid for one year from the date of approval.

CTA TERMS AND CONDITIONS (UNIFORM TO MOST CLICK-THROUGH AGREEMENTS)

Disclaimer of Warranties:  Vendor disclaims (i.e., denies any claim to or connection with) all warranties and provides the product “AS IS.”  Warranties that are disclaimed include:

  • implied warranty of merchantability (product will perform as stated)
  • fitness for a particular purpose (product will perform the function stated)
  • non-infringement (vendor is not copying someone else’s product)
  • title (vendor owns the product)
  • quiet enjoyment (use of the product will not result in litigation)
  • quality of information (product will generate correct data)
  • security (use of the product poses no risk to data)
  • reliability (product will perform)
  • timeliness (product/service will be available)
  • availability of data (data inputted into the program/service will be retrievable)

Explanation:  Normally when you make a purchase, the manufacturer or seller makes an important promise to stand behind the product.  It's called a warranty. Federal law requires that warranties be available for you to read before you buy, even when you are buying on the Internet.  In the absence of a disclaimer the buyer/user is entitled to all the warranties.  In order for the vendor to limit their own liability, the vendor disclaims all the warranties granted by the law. The buyer/user contractually agrees to give up their legal rights regarding the warranties when the buyer/user clicks “I agree.”

Limitation of Liability:  The vendor limits their exposure from a lawsuit to the cost of the software/service provided.  In the case of mere registrations the limitation on liability is zero.

Explanation:  A limitation of liability clause is a contractual provision that restricts the amount of damages a buyer/user can recover from a vendor.  The provision provides protection to the vendor against contractual breaches and negligence caused by the vendor and allocates risk to the buyer/user.  If the software/service purchased through a CTA is defective, causes damage (i.e., corruption or loss of data) or is breached by the vendor, the buyer/user damages are limited to the price of the software/service.  This is particularly onerous when the software/service is inexpensive but the data lost is unique.

Indemnification:  The vendor requires the User to indemnify, hold harmless and defend the vendor against any and all claims arising out of or related to your use of the software or service.

Explanation:  Nearly every CTA contains an indemnity clause.  These clauses are so common, that many don't even read them, assuming that they are inconsequential boilerplate.  Nothing could be further from the truth. Primarily, an indemnification clause in a contract addresses which party will be liable in the event a problem arises.  An indemnification provision in a contract provides for one party to compensate the other party for any harm, liability, or loss arising out of the contract.  Indemnification clauses shift risk.  The vendor shifts the risk to the buyer/user.  For example, if the vendor is sued, by a third party, for selling the software/service to the buyer/user, an indemnification clause provides that the buyer/user shall defend and hold harmless the vendor from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of or relating to the software/service. So as a practical matter the buyer/user pays the vendor for the software/service and agrees to defend the vendor from any claim made against the vendor regarding the use of the software/service.

Limitation of Damages:  The vendor limits its damages to direct damages only. No indirect, incidental, consequential, special, punitive, exemplary or extra-contractual damages can be claimed.

Explanation:  In the event that the vendor’s software/service causes the buyer/user harm, the buyer/user is limited to collect only direct damages, the cost of the software/service.  For example, if a software/service provides the buyer/user with web space, and all the data stored by the buyer/user on the web space is lost or corrupted, the buyer/user is only entitled to the cost of the web space as a remedy.  If the cost to recreate the data lost exceeds the cost of the web space, then the buyer/user must pay and the vendor has no further responsibility.

Jurisdiction and Venue:  The vendor requires that interpretation and enforcement of the CTA occur in their home jurisdiction, not in Allegheny County, Pennsylvania.

Explanation:  Most CTAs are interpreted by the law of the vendor’s place of business.  If the vendor is not in Pennsylvania any dispute would be reviewed in another state or country, adding costs to the process for the buyer/user.

CMU Forms:

Certificates of Insurance:  Carnegie Mellon Certificates of Insurance are issued by the Director of Risk Management, Brian Cappo (412) 268-3790.

Payment Forms:  The Supplier form, W8 & W9, and the Electronic Funds Transfer form should be sent to Steven Allaman in Accounting Services.  Steven's campus address is the UTDC 219.

Tax Exemption Form:  Pennsylvania Tax Exemption Forms are issued by the Taxation Office.  Please contact the Taxation Department to obtain an exemption form.  The form can also be found on the Finance Division's Taxation homepage.

Payments:

Accounts Payable:  Carnegie Mellon's policy on payment is net 30 days.  If a vendor requests a deposit or payment on the date of service, please contact Steven Allaman or Amy Willoughby in Accounts Payable for guidance on issuing early payment to the vendor.

Awards:  Monetary awards must be processed with the Non-Employee Prize/Award [pdf] through Accounts Payable.

Payroll:  Employees of Carnegie Mellon performing services outside the scope of their job description at the university should be paid via Special Services.  Please contact Payroll for questions on processing Special Services payments.

PCARD:  The UCO has no authority to grant permission to pay for a service or product with the PCard.  Permission must come from the PCard Office.  However, the PCard Office may question whether or not a contract or a review of terms and conditions is needed for payment of a service or product.