“Provider” refers to the Managed Services Provider delivering services under this Agreement.
“Client” refers to the customer receiving services from Provider.
“Services” refers to all managed IT services, support, consulting, monitoring, maintenance, cybersecurity, cloud, backup, procurement, and related services provided by Provider.
“Agreement” refers to the executed Master Services Agreement (MSA), Statement(s) of Work (SOW), proposals, quotes, addenda, and these Terms and Conditions collectively.
Provider shall perform the Services described in the applicable Agreement, SOW, or proposal. Services not expressly included are considered out of scope and may be billed separately at Provider’s then-current rates.
Provider reserves the right to determine the methods, tools, processes, and technologies used to deliver Services.
Unless otherwise stated in writing, Agreements shall commence on the Effective Date and continue for the stated term. Agreements automatically renew for successive renewal terms equal to the original term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration date.
Client agrees to pay all fees, recurring charges, project costs, licensing fees, hardware costs, taxes, and other amounts due under the Agreement.
Invoices are due within fifteen (30) days of the invoice date unless otherwise specified.
Late payments may result in:
Provider reserves the right to increase pricing upon renewal or due to vendor/manufacturer cost increases with written notice.
Client agrees to:
Client acknowledges that failure to follow Provider recommendations may increase risk and may limit Provider liability.
Client shall not use Provider Services for unlawful, abusive, fraudulent, or malicious activities, including but not limited to:
Provider may suspend Services immediately if Client activity creates security, legal, or operational risk.
Provider may utilize third-party vendors, software, cloud providers, distributors, telecommunications carriers, and subcontractors in delivering Services.
Provider is not responsible for:
Third-party products and services are subject to the applicable vendor terms and conditions.
Client authorizes Provider to install and utilize remote access, monitoring, management, automation, backup, cybersecurity, and related software tools on covered systems as necessary to deliver Services.
Such tools may collect operational, diagnostic, inventory, usage, and security-related information.
Unless expressly stated otherwise in writing:
Client is responsible for maintaining copies of critical data where appropriate.
Provider will use commercially reasonable efforts to maintain secure systems and practices. However, no cybersecurity solution or environment is completely secure.
Provider does not warrant or guarantee prevention of:
Client acknowledges that cybersecurity risk cannot be fully eliminated.
To the maximum extent permitted by law, Provider’s total aggregate liability arising out of or related to the Agreement shall not exceed the total fees paid by Client to Provider during the three (3) months immediately preceding the event giving rise to the claim.
In no event shall Provider be liable for:
These limitations apply regardless of the legal theory asserted.
Client agrees to indemnify, defend, and hold harmless Provider and its employees, contractors, officers, and affiliates from claims, damages, liabilities, costs, and expenses arising from:
Provider agrees to indemnify Client solely for claims directly arising from Provider’s gross negligence or willful misconduct.
Each party agrees to maintain the confidentiality of non-public information received from the other party and to use such information only for purposes related to the Agreement.
Confidentiality obligations shall survive termination of the Agreement.
Provider retains ownership of:
Client retains ownership of Client data and Client-created content.
Unless otherwise agreed in writing, all prepaid licensing, subscriptions, configurations, scripts, and documentation created by Provider remain Provider property until paid in full.
EXCEPT AS EXPRESSLY PROVIDED IN WRITING, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Provider shall not be liable for delays or failures caused by circumstances beyond reasonable control, including:
Provider may suspend Services for:
Provider is not liable for damages resulting from such suspension.
Either party may terminate the Agreement:
Early termination fees may apply if specified in the Agreement.
Upon termination:
During the term of the Agreement and for twelve (12) months thereafter, Client shall not directly solicit for employment any Provider employee or contractor involved in servicing Client accounts without Provider’s written consent.
Client is solely responsible for determining whether Services satisfy any legal, regulatory, cybersecurity, insurance, HIPAA, PCI-DSS, CMMC, FTC Safeguards Rule, or compliance requirements applicable to Client’s business.
Unless specifically stated in writing, Provider does not provide legal or compliance certification services.
This Agreement shall be governed by and construed in accordance with the laws of the state specified in the Agreement, without regard to conflict of law principles.
Venue for any dispute shall lie exclusively in the applicable state or federal courts located within that jurisdiction.
These Terms and Conditions, together with the applicable Agreement and related documents, constitute the entire agreement between the parties and supersede all prior discussions or representations.
Any modification must be in writing and signed by both parties.
If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
Any provisions which by their nature should survive termination shall survive, including but not limited to:
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