NetTec NSI Service Agreement Terms & Conditions *
TERM: The obligations hereunder shall be binding upon the parties for a term beginning this day and continuing until cancellation by either party in writing.
A. INCLUDED HOURLY SERVICES: In consideration of the hourly fees and payments by the CLIENT, NetTec NSI, LLC agrees to provide the following services to the CLIENT for the term of this contract: managed services, computer system administration, consultation, research, design, integration, installation, implementation, monitoring, support, help desk, patching, end user training, custom application programming, web design, development, maintenance and updates, troubleshooting, backup configuration and restoration and other services as needed.
B. AVAILABLE ADDITIONAL SERVICES: The following services are not included among the terms of the Included Hourly Services of this contract, but are available to the CLIENT at the rates then prevailing and in place by NetTec NSI, LLC: Application Hosting, Web Hosting, Licensing, Data Backup and Disaster Recovery and Security Monitoring.
FEES AND PAYMENTS:
A: AGREED PAYMENTS: In consideration of the services to be provided hereunder by NetTec NSI, LLC, the CLIENT agrees to pay NetTec NSI, LLC pursuant to the rate schedule attached hereto as Rate Schedule to this Service AGREEMENT, to be paid in United States currency or its equivalent. These rates are subject to change and written notice will be given to the CLIENT prior to any change in the stated rates. Unless otherwise stated in this AGREEMENT, time spent for any period shall be pro-rated in fifteen-minute increments. The CLIENT will pay for a minimum of one hour for on-site work including travel time and a minimum of fifteen-minutes for off-site work.
B: PROMPT PAYMENT REQUIRED: Payments shall be due on or before the thirtieth day following the rendering of an invoice or statement for services rendered by NetTec NSI, LLC. In the event any invoice or statement remains unpaid thirty days after rendered, NetTec NSI, LLC shall be under no obligation to perform any included or additional services under this AGREEMENT until the outstanding balance has been paid in full. NetTec NSI, LLC shall not be responsible to perform any support, maintenance, evaluation, design, or any other service while any amount remains outstanding beyond thirty days from the date the invoice was rendered. Any balance remaining outstanding beyond thirty days from the date an invoice is rendered shall bear interest at the rate of 1.5% per month on the entire outstanding balance, compounded monthly.
C: CUSTOMER SATISFACTION SURVEYS: CLIENT agrees to participate in regular NetTec NSI customer satisfaction surveys for the purpose of improving NetTec NSI services.
D: PAYMENT FOR REMOTE MONITORING AND MANAGEMENT: CLIENT agrees to pay for TWO months service prior to the start of service. CLIENT will be invoiced for services prior to the receipt of services. Payment for Remote Monitoring and Management services is due on the 1st of the month that services are rendered. Failure to pay prior to or upon due date will result in services being terminated.
EXCLUSION OF WARRANTIES: NetTec NSI, LLC does not provide warranties for any software, services or products used or installed by NetTec NSI, LLC in the performance of any services under this AGREEMENT. The CLIENT’s sole warranty on any hardware or software product shall be the warranty, if any, of the manufacturer of the hardware or software. In the event that NetTec NSI, LLC is provided any warranty by any manufacturer for equipment installed in the CLIENT’s system, NetTec NSI, LLC agrees to pass any such warranty on to the CLIENT to the extent permitted by existing law, and does not adopt or assume any obligation under any such warranty. NetTec NSI, LLC hereby expressly excludes any warranties or merchantability or fitness for a particular purpose for any services, hardware or software products associated with its services.
LIMITATION OF REMEDIES: NetTec NSI, LLC shall in no event be responsible for or bear any liability for any incidental or consequential damages for any services performed under this AGREEMENT. In the event of any breach of this AGREEMENT by NetTec NSI, LLC or the failure of NetTec NSI, LLC to perform any obligation hereunder, the liability of NetTec NSI, LLC shall be limited to the correction by NetTec NSI, LLC of the service provided to the CLIENT. In no event shall NetTec NSI, LLC be responsible for or liable for any loss of revenue, loss of profits, loss of use of equipment, or any costs or expenses associated with any down time for computer services, equipment or software. NetTec NSI, LLC shall in no event be liable for delays caused by flood, fire, casualties, national emergencies, loss of data, acts of military authorities, acts of god, or other causes beyond its reasonable control.
DESIGNATED CLIENT CONTACT: NetTec NSI, LLC shall accept direction for covered services only from the DESIGNATED CONTACT in the CLIENT’s office.
The CLIENT may change the DESIGNATED CLIENT CONTACT by delivering notice of the change to NetTec NSI, LLC in writing at its regular place of business or via e-mail.
TERMS OF COLLECTION, USE AND SHARING OF DATA:
CLIENT DATA: Client Data is all the data, including all text, sound, software or image files that you provide, or are provided on your behalf, to NetTec NSI through your use of the NetTec NSI services, or which are stored on facilities owned or maintained by NetTec NSI. Client Data is the property of the Client, and shall in no way be deemed to be the property of NetTec NSI. NetTec NSI may use Client Data only to provide you the NetTec NSI services. NetTec NSI may use statistical data, trends and usage information derived from your use of NetTec NSI’s services for the purpose of providing, operating, maintaining or improving the services. Except as described herein, NetTec NSI will not disclose Client Data without consent unless required by applicable law. NetTec NSI will not disclose Client Data to a third party (including law enforcement, other government entity or civil litigant) except as directed by the Client or as required by applicable law. Should a third party contact NetTec NSI with a demand for Client Data, NetTec NSI will attempt to redirect the third party to request it directly from the CLIENT. As part of that, NetTec NSI may provide basic contact information to the third party. If compelled to disclose Client Data to a third party, NetTec NSI will use commercially reasonable efforts to notify the Customer in advance of a disclosure unless legally prohibited from doing so.
ADMINISTRATIVE DATA: Administrator Data includes the information collected as part of purchasing the Services or managing billing and contact information for NetTec NSI services. NetTec NSI may use Administrator Data to contact you to provide information regarding billing and updates about your services under this Agreement, to contact you regarding a third-party inquiry we receive regarding your use of the Services, or to compile statistical information for use by NetTec NSI in the performance of its business pursuits. Administrator Data shall be deemed to be the property of NetTec NSI.
HOURS OF OPERATION: NetTec NSI, LLC normal hours of operation are Monday Through Friday from 8 AM to 5 PM, except for national holidays. Emergency service is defined as when a CLIENT requests an immediate response and cannot wait until the next available open scheduled window. Services performed before or after normal hours of operation, on national holidays, or for emergencies shall be paid at the hourly rate indicated in the Rate Schedule. The CLIENT understands that NetTec NSI, LLC may not be available inside or outside of the stated hours of operation for unscheduled or unplanned work or in the event of an emergency.
TRAVEL EXPENSES: Should CLIENT require site visitation, client agrees to pay NetTec NSI, LLC for all travel related expenses incurred while providing services. Travel expenses will be defined as, but not limited to, transportation, lodging, and meals.
COSTS OF COLLECTION: In the event that the CLIENT fails to pay any balance when due hereunder, and it becomes desirable for NetTec NSI, LLC to hire an attorney, collection agency or other entity to collect any balance due hereunder, the CLIENT agrees to pay all costs of collection, including any reasonable agency or attorney’s fees.
USE OF SOFTWARE PRODUCED AND SUPPLIED BY OTHER COMPANIES:
In providing services to the CLIENT, NetTec NSI, LLC utilizes software produced and supplied by other companies, and licensed for use by NetTec NSI, LLC (hereinafter the Licensed Software). This may be media, printed materials, and "online" or electronic documentation. NetTec NSI Company does not own this Licensed Software and its use is subject to certain rights and limitations of which the producers of the software require be provided to and agreed upon by all users. Your right to use such licensed software is subject to the terms and conditions imposed by such software producers and consent to its and their terms and conditions. The producers of such software have no direct support obligations to CLIENT. Where available from the software producers, NetTec NSI will provide you with a copy of the written terms and conditions from such software producers.
A: OWNERSHIP OF LICENSED SOFTWARE: Title, ownership and intellectual property rights of all software licensed for use by NetTec NSI, LLC and its clients shall at all times remain with and be the property of the producer of the software. Such software may be protected by copyright laws and/or international copyright treaties, as well as other intellectual property laws and treaties. Possession, access, or use of the Licensed Software by CLIENT does not transfer any ownership right to the Licensed Software. CLIENT may not make any copies of the Licensed Software, and must uninstall, erase or destroy all Licensed Software installed on CLIENT’s computer(s) upon termination or cancellation of this agreement with NetTec NSI, LLC, upon notice from NetTec NSI, LLC, or transfer of CLIENT’s computer(s) containing any Licensed Software to another person or entity, whichever occurs first. CLIENT may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Licensed Software to any third party, nor permit any third party to have access to and/or use the functionality of the Licensed Software.
B: LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY: CLIENT may not reverse engineer, decompile, or disassemble the Licensed Software, except and only to the extent that applicable law expressly permits or requires such activity.
C: COOPERATION: Upon termination of the right to use any Licensed Software, CLIENT will cooperate in removing or deactivating all copies of the Licensed Software from its computers upon which it has been installed, and in returning or destroying all media containing the Licensed Software.
D: EXPORT RESTRICTIONS: Most software produced in the United States may not be exported without specific governmental approval. The CLIENT agrees to comply with all applicable international and national laws that apply to the Licensed Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
AGREEMENT REGARDING NETTEC NSI, LLC PERSONNEL: The CLIENT has been advised that NetTec NSI, LLC has a substantial investment in training its technicians and personnel to perform services pursuant to and under this contract. CLIENT acknowledges the proprietary interest of NetTec NSI, LLC in retaining properly trained personnel, and hereby agrees that neither it nor any corporation in which it holds a majority interest, or any corporation which shares common ownership of 50% or more with CLIENT, shall hire any employee or technician employed by NetTec NSI , LLC, either as an employee or on an independent contractor basis, at any time during the course of this contractual agreement, and for two years after the termination hereof. In the event that any such entity or corporation does hire any such NetTec NSI, LLC employee or independent contractor in violation of the terms of this agreement, CLIENT agrees that the damages for breach of such contract would be difficult to ascertain with certainty, and CLIENT agrees in that event to pay to NetTec NSI, LLC, as damages for breach of contract and not as a penalty, a sum equal to two (2) times the yearly salary or commissions paid to the said employee or contractor, as computed by using the two-year period immediately prior to the employment by the CLIENT of the employee or independent contractor. For purposes of assessment of damages under this paragraph, the two year salary liquidated damages shall be computed using the yearly salary of a NetTec NSI, LLC employee holding the same position as the employee ultimately hired by the CLIENT.
AGREEMENT NOT TO DISCLOSE CONFIDENTIAL INFORMATION
WHEREAS, NetTec NSI, LLC is engaged in the provision of computer network design, programming, system support, technical support, software support, hosting, remote monitoring and maintenance, technology and consulting services to the general public, and WHEREAS, in the course of the provision of computer network design, programming, system support, technical support, software support, hosting, remote monitoring and maintenance, technology and consulting services to the public, NetTec NSI, LLC has developed ideas, plans, methods of operation in the provision of such services, customer lists, and pricing information, which ideas, plans, methods of operation, customer lists, and pricing information (hereinafter referred to as the Confidential Information) are confidential and are maintained on a confidential basis by employees of, independent contractors with NetTec NSI, LLC, and third parties, and WHEREAS, the Undersigned Person desires collaborate with and or procure services from NetTec NSI, LLC, and WHEREAS, in order to collaborate with or procure services from NetTec NSI, LLC, it may be necessary or desirable to disclose the Confidential Information to the Undersigned Person, and WHEREAS, in order to induce NetTec NSI, LLC to engage in business with the Undersigned Person, the Undersigned Person is willing to maintain the Confidential Information and not disclose its terms to any other person or entity; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that in exchange for the agreement by NetTec NSI, LLC to conduct business with the Undersigned Person, the Undersigned Person agrees to maintain in strictest confidence all Confidential Information revealed to him, her or if revealed at any time by NetTec NSI, LLC, and the undersigned agrees not to reveal such Confidential Information to any other person or entity without the express, written consent of NetTec NSI, LLC. It is further agreed that, in the event that the Undersigned Person engages or attempts to engage in activity in violation of this Agreement Not to Disclose Confidential Information, the terms of this Agreement Not to Disclose Confidential Information may be enforced by injunctive relief in addition to the recovery of any and all damages for the breach of these provisions. In the event that it is necessary or desirable for NetTec NSI, LLC to consult with an attorney or bring legal action to enforce the terms of this Agreement Not to Disclose Confidential Information, the Undersigned Person agrees to pay any and all costs, expenses and attorneys fees incurred by NetTec NSI, LLC in enforcing the terms hereof.
NON-TRANSFERRABLE AGREEMENT: The benefits of this AGREEMENT between NetTec NSI, LLC and CLIENT may not be transferred or assigned to any other person, company or entity.
NON-CANCELLATION/RENEWAL/SUSPENSION OF SERVICE: This service AGREEMENT is non-cancelable by the CLIENT during the term of this AGREEMENT. At the end of the term set forth above, the terms and conditions of this service AGREEMENT shall automatically be renewed for a like term unless, not more than 90 days before nor less than 30 days prior to the anniversary date hereof, CLIENT sends written notice of its intent not to renew this AGREEMENT. NetTec NSI, LLC may suspend services to the CLIENT under this AGREEMENT at any time for cause, including the failure to timely pay any balance by CLIENT or the default by CLIENT of any other obligation under this AGREEMENT. The suspension of service by NetTec NSI, LLC shall not terminate or suspend any of the obligations of the CLIENT under this AGREEMENT, and such obligations shall continue despite the suspension of services until the CLIENT cures the default which caused the suspension of such services.
ENTIRE AGREEMENT: The terms of this AGREEMENT represent the entire AGREEMENT between the parties, and there are no agreements other than as expressly contained herein. Any change or modification to this AGREEMENT must be in writing and signed by an authorized representative of NetTec NSI, LLC and the CLIENT.
CONTROLLING LAW: This AGREEMENT shall be governed by the laws of the State of South Carolina. The CLIENT hereby consents to the jurisdiction of the courts of Charleston County, South Carolina in enforcing any term hereof. It is agreed by and between the parties that any litigation regarding this AGREEMENT shall be conducted in state or federal court in Charleston County, South Carolina.
RATE SCHEDULE AND MONTHLY MINIMUM SERVICE SUBSCRIPTION
The rate structure pursuant to this Service Contract between NetTec NSI, LLC and CLIENT may either be on a minimum monthly service subscription, or on an hourly basis without any monthly minimum subscription. The parties agree that efficiencies of scale permit NetTec NSI, LLC to offer its services at a reduced hourly rate to CLIENTs who retain a minimum monthly usage of the services of NetTec NSI, LLC. Accordingly, the parties to this Service AGREEMENT hereby agree that the CLIENT retains NetTec NSI, LLC to perform services hereunder at rate agreed to and initialed below. CLIENT agrees that it shall pay NetTec NSI, LLC for the minimum number of subscribed monthly hours at the rate agreed to on this Rate Schedule, whether the services of NetTec NSI, LLC have been actually been utilized for that many hours in the month or not. It is further agreed that any hours in addition to the minimum monthly rate specified below will be billed and paid at the hourly rate specified. It is further agreed that there shall be no carry forward hours if the CLIENT does not actually utilize the services of NetTec NSI, LLC for the minimum monthly retention in any particular month, and the computation of hours used in any month shall be computed from zero beginning on the first business day of each month.
The minimum usage designated by the parties at the inception of this AGREEMENT shall control the fee for the services of NetTec NSI, LLC for the term of this Service AGREEMENT, unless the parties agree otherwise in a written instrument signed by authorized representatives of each party hereto. It is further agreed that NetTec NSI, LLC may change the rate structure set forth hereunder upon providing thirty (30) days written notice to CLIENT.
SUBSCRIPTION PACKAGE BENEFITS:
All Included Hourly Services plus the following hourly services…
Proactive remote monitoring and maintenance of CLIENT’s IT infrastructure.
Security, anti-virus and anti-malware monitoring.
Support for: LAN/WAN, routers, servers, applications, databases, desktops and peripherals.
Assistance with backup, Internet, research, vendor coordination, problem resolution and third party software.
Web design, development and maintenance.
Annual IT planning session.
After hours and emergency service at the subscribed (agreed upon) hourly rate.
Minimum billing: 15 minute phone and one hour on-site.
Priority service on demand.
Access to Microsoft Support, Advisory Services, and Critical System Down Assistance included where available.
RATE SCHEDULE NOTES:
Non-subscribers pay AGREED UPON RATE plus an additional 25% for Emergency and After Hours Service. Note: availability of emergency service is NOT guaranteed.
Non-subscribers pay a minimum of 30 minute phone and one hour on-site plus travel time.
Non-subscribers pay the current rate as needed for Microsoft Support, typically $495 per incident.
After Hours Service is outside of normal business hours (M-F, 8–5).