Terms of Service
These Terms of Service (“Conditions”) govern TEK Cloud Solutions LLC’s (“We/Us”) provision of goods and services to You. By requesting a quote, placing an order, or using our services, You agree to these Conditions and any applicable Plan, Order, or Rate Schedule.
1. Terms
In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by TEK Cloud Solutions the following words have the following meanings:
“After Hours” means from 17:01 – 08:59 hours Monday to Friday and all-day Saturday and Sunday, including public holidays
“Business Hours” means 09:00 – 17:00 hours Monday to Friday excluding Public Holidays
“Client”, “You” or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in any case each of their heirs, successors and assigns;
“Conditions” means these terms and conditions.
“Goods” means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;
“Order” means any order requested by You to Us for Goods or Services in any form;
“Quote” means a quote provided to You by Us;
“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;
“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;
“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;
“Public Holidays” means any day which is a public holiday throughout Florida (other than a bank holiday)
“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;
“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;
“Reasonable Assistance Limits” has the meaning set out in clause 17.2;
“Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by Us from time to time;
“Service request” means a request for service such as adds, moves, changes and technical assistance;
“Services” means the provision of any services by Us including Work, advice and recommendations;
“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;
” Us”, “Our” or “We” means TEK Cloud Solutions LLC and its heirs, successors and assigns; and
“Work” means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.
In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:
Words denoting the singular number only shall include the plural number and vice versa;
Reference to any gender shall include every other gender;
Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;
Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
All references to dollars ($) are to Dollars (USD)
A reference to time is to Eastern Time (ET), observing daylight saving time.
A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government and vice versa;
A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;
A recital, schedule, annexure or description of the parties forms part of these Conditions;
A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
A reference to “includes” means includes without limitation;
A reference to “will” imports a condition not a warranty; and
A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.
2. APPLICATIONS OF THESE CONDITIONS
Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.
The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.
3. COMMITMENT TERM
3.1 The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.
3.2 After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by You as specified in Clause 4.
4. TERMINATION
4.1 This Agreement may be terminated by You upon ninety (90) days written notice if We:
4.1.1 Fail to fulfil in any material respect its obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
4.1.2 Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.
4.1.3 Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
4.2 This Agreement may be terminated by Us upon ninety (90) days written notice to you.
4.3 If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
4.4 Should You wish to terminate this Agreement before the end of the commitment term, you agree to pay all of the remaining payments up until the end of the commitment term.
4.5 Non-Payment. We may terminate this Agreement for continued non-payment in accordance with 12.2.1–12.2.9. Upon termination, We will provide commercially reasonable cooperation to transition services at Our then-current rates.
5. REPRESENTATIONS
5.1 You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.
6. NOTICES
6.1 Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.
6.2 Suspension Notices. Suspension Notices given under 12.2.3 may be provided by email to the last notified email address(es) on file.
7. GOVERNING LAW
7.1 These Conditions are governed by the laws of the State of Florida. The parties submit to the exclusive jurisdiction and venue of the state courts located in Pasco County, Florida (or the federal court for the Middle District of Florida, Tampa Division).
8. ASSIGNMENT
8.1 You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.
9. VARIATION OF THESE TERMS AND CONDITIONS
9.1 We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, we have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.
GOODS AND SERVICES
10. QUOTES
10.1 Term and effect: Quotes will only be valid for 7 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.
10.2 Quote is valid for 7 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.
10.3 Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by You.
10.4 The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.
10.5 Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.
10.6 Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
10.7 The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.
10.8 When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
10.9 In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.
10.10 Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.
10.11 Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.
10.12 ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
10.13 Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
10.14 We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.
10.15 Prices are based upon total Quote Purchase.
10.16 Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
10.17 Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g., where the Goods or Services become unavailable, or the cost price of Goods or Services increases after the date of the Quote.
11. ORDERS
11.1 Order forms: You may place an Order for Goods and/or Services with Us. Normally, we will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web based system with the date and Your details, including Your full legal name or description and any applicable EIN number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.
11.2 Approval of Orders: You will need to sign the Order, or have it duly executed on Your behalf, unless the Order is sent by email or via the web-based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.
11.3 Reliance on appearance of validity: Absent actual knowledge to the contrary, we may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:
11.3.1 signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
11.3.2 duly authorized by the person on whose behalf the Order is placed or apparently placed.
11.4 Acceptance and Orders: An Order has no effect unless or until it is accepted by Us in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.
11.5 No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.
11.6 Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, you hereby consent to Us undertaking a credit reference check in respect to You.
11.7 Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us
11.8 Processes and Procedures: We have processes and procedures that We follow during the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time
12. PRICING AND RATES
12.1 Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
12.2 Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.
12.2.1 Billing Cycle—Monthly Agreements (MRC). All monthly service agreements are invoiced and due on the 1st of each month. If payment is not received by the 3rd of the month, the account is delinquent and a late fee (as set out on the invoice or Our current fee schedule) will be added.
12.2.2 Non-Recurring / Project Invoices. All invoices outside the monthly agreement are NET 5 from the invoice date unless otherwise stated in writing.
12.2.3 Delinquency Notice & Cure. If an account is delinquent, We may send a Suspension Notice by email under 6.1 to Your billing and administrative contacts specifying the suspension date/time at least 3 Business Days in advance.
12.2.4 Suspension for Non-Payment (Connectivity May Be Affected). On or after the suspension date/time, We may disable or restrict Managed Services under Our control, including remote support, RMM/EDR/backup agents, email/DNS/web filtering, and managed network/firewall policies. These actions may temporarily interrupt or degrade internet access or related services at Your site(s). We do not intentionally block access to life-safety services (e.g., 911).
12.2.5 SLA Exclusion. Any service levels, response times, or uptime commitments do not apply during suspension due to non-payment.
12.2.6 Security Exception. We may immediately suspend specific Services without prior notice if continued service poses a material security risk (e.g., active compromise, abuse, or legal obligation).
12.2.7 Reinstatement. Services will be reinstated after receipt of all past-due amounts and any applicable reinstatement fee. Reinstatement typically occurs within one (1) Business Day of payment but may require additional time to restore agents/configurations.
12.2.8 Data & Backups During Suspension. Backups, monitoring, updates, and related automations may pause during suspension. We are not liable for data loss, missed backups, or security incidents occurring while service is suspended.
12.2.9 Collections. We may assess reasonable collection costs and attorney’s fees incurred in recovering past-due amounts, subject to applicable law.
12.3 Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.
12.4 Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided
12.5 Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.
12.6 Expenses: You must pay any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred
12.6.1 We provide on-site service within a 15-mile radius of the office zip 34639. On-site visits beyond a 15-mile radius of 34639 will incur a charge of $0.75 per mile (rounded to the nearest mile). This rate covers fuel, wear and tear, and travel time. Mileage is calculated from our primary office location to the client site and back. Distances are based on Google Maps driving routes at the time of service.
12.7 Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.
12.8 Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.
12.9 Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.
12.10 Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:
12.10.1 are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
12.10.2 are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
12.10.2.1 the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
12.10.2.2 We are not liable to refund, reimburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.
12.11 Payment Method & AutoPay. You authorize Us to charge the payment method on file for recurring monthly charges on the 1st of each month, and for one-time charges when due. You may update Your payment method via Our client portal.
12.12 Billing Disputes. You must notify Us in writing of any disputed invoice amount within 10 Business Days of the invoice date, with reasonable detail. Undisputed amounts remain payable when due. The parties will work in good faith to resolve disputes; if resolved in Your favor, We will credit any overpayment.
12.13 Chargebacks & Returned Payments. If a payment is reversed or returned (e.g., chargeback, NSF), You are responsible for associated bank/network fees and a $35 processing fee per occurrence, and We may treat the account as delinquent under 12.2.1–12.2.9.
13. SERVICES AND PLANS
13.1 Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
13.2 Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.
14. CONTRACTING
14.1 We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.
15. DELIVERY, TITLE AND RISK
15.1 Delivery liability: We will use all reasonable endeavors to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
15.2 Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
15.3 Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.
15.4 Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
15.5 Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
15.5.1 title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
15.5.2 You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
15.5.3 You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
15.5.4 Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
15.5.5 We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorize and direct Us (and Our employees and agents) to enter into such premises as its duly authorized agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
15.5.6 You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.
16. RETURNS AND CLAIMS FOR GOODS AND SERVICES
16.1 General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.
16.2 Customized Goods not returnable: Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.
16.3 Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.
16.4 Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
16.5 Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
16.6 Consequences of use, installation, customization or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).
17. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE
17.1 Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavors to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.
17.2 Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
17.3 Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
17.3.1 We may recommend that You purchase Goods provided by third parties from time to time;
17.3.2 Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
17.3.3 You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
17.3.3.1 the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
17.3.3.2 the behavior of third-party supplier, e.g. in relation to support;
17.3.4 You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
17.3.5 You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;
17.3.6 Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
17.3.6.1 decisions as to whether or not to follow recommendations by Us;
17.3.6.2 decisions as to whether or not to purchase or customize Goods or obtain Services for that or any other purpose; and
17.3.6.3 any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
17.3.7 Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavors to achieve those outcomes.
17.4 Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
17.5 Backups, Retention & Recovery Objectives. Unless expressly stated in a Plan, We do not guarantee achievement of any specific RPO/RTO. Your responsibilities include: identifying systems/data to be protected; confirming retention periods; ensuring sufficient storage/quota/licensing; and promptly addressing failed backup alerts. We will act with reasonable care to configure and monitor backups under an applicable Plan, but data integrity and legal/records retention remain Your responsibility. (See 12.2.8 for suspension effects.)
18. Confidentiality
18.1 Each party will keep the other’s non-public information confidential and use it only to perform this Agreement, except as required by law or to professional advisors bound by confidentiality.
19. Data Ownership & Access
19.1 You own Your data. We may access, process, and store it solely to deliver the Services, meet legal obligations, and maintain security. Upon written request within 30 days after termination and subject to payment of all amounts due, We will provide commercially reasonable assistance to export available data from systems We manage.
20. Limitation of Liability
20.1 To the maximum extent permitted by law, Our aggregate liability for all claims arising out of or relating to the Services shall not exceed the fees paid by You to Us for the Services giving rise to the claim in the 3 months preceding the event. In no event shall We be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss/corruption of data.
21. Force Majeure
21.1 We are not liable for delay or failure to perform due to events beyond our reasonable control, including acts of God, labor disputes, supplier failures, utility/interconnect outages, cyberattacks, or governmental action. Performance is excused for the duration of the event and resumes when practicable.
22. Non-Solicitation
22.1 For the term and 12 months thereafter, You will not directly or indirectly solicit for employment or contract any employee of Ours who was involved in providing the Services, without Our prior written consent. This does not restrict general job ads not targeted at Our staff. If You hire in breach, liquidated damages equal to 50% of the employee’s annualized compensation at the time of departure will apply as a reasonable estimate of recruiting/training loss.
23. Third-Party Services & Vendors
23.1 Some Services depend on third-party platforms (e.g., Microsoft 365, Google Workspace, security/backup vendors). Their SLAs, pricing, EULAs, and availability apply, and We are not responsible for their outages, changes, or defects. You remain responsible for maintaining valid licenses and complying with third-party terms unless otherwise stated in a Plan.
24. Client Responsibilities & Minimum Standards
24.1 You will: (a) maintain supported OS versions, firmware, and applications; (b) provide timely access to systems, premises, and decision-makers; (c) ensure adequate internet, power, cooling, and physical security; (d) maintain current vendor support/maintenance for covered systems; and (e) promptly act on critical remediation guidance. We may exclude or quote separately for issues arising from noncompliance with these minimum standards.
25. Acceptable Use & Legal Compliance
25.1 You will not use the Services to violate law or rights of others (including spam, unauthorized access, malware, or IP infringement). We may suspend affected Services to protect networks, data, or comply with law, per 12.2.6.
26. Data Privacy; HIPAA/BAA (if applicable)
26.1 If You are a covered entity or business associate under HIPAA, the parties must execute a Business Associate Agreement (BAA) before We handle PHI. Absent a signed BAA, We are not engaged to process PHI and You will not provide PHI to Us.
Contacting us
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This document was last updated on January 1, 2025
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