“You” and “Your” and “you” and “your” and “Subscriber” mean the customer identified in this Agreement and in the Order information section of this Agreement.
“Us” and “we” and “PCLT” means PC LAN TECHS.
“Service” means the PC LAN TECHS support services set forth in the Order Information section of this Agreement.
“Service Level Agreement” or “SLA” means the choice of features and service levels as indicated in the Order Information section of this Agreement.
“Software” means the computer software program(s), related to the Service, in object code format only, including all copies in whole or in part, backups, related documentation and user manuals, information relating to the software programs, any updates and upgrades subsequently provided to you by PC LAN TECHS or its licensors.
“Equipment” means the hardware set forth in Order Information section of this Service Agreement (this “Agreement”).
“Peripherals” means external hardware device such as printer, scanner, handheld computer, battery, tape backup drive, hard drive which is not connected via Ethernet cable or wireless 802.11a/b/g/n.
“Machine(s)” means computer (CPU), monitor, keyboard/mouse.
“IT Assessment and Vulnerability Assessment” means PC LAN TECHS makes an inspection and review of your system(s) and network(s) security.
“Audit” means PC LAN TECHS takes and inventory of your system(s) and network(s) and creates a network diagram based on the inventory.
PC LAN TECHS Services. These PC LAN TECHS Terms and Conditions govern the use by the Subscriber of any service (“the Services”) ordered by Subscriber from PC LAN TECHS and set-forth in the order information section.
Changes to services: PCLT may, at its sole discretion, modify, enhance and/or expand the features of a service from time to time at no additional cost to Subscriber. PCLT may also, inform from time to time, make available additional features and/or functionalities to a service which may, but are not required to, be added to a Service by Subscriber at an additional cost (“Cost feature”). If Subscriber elects to add a Cost feature, you can do so by contacting a local PCLT sales representative or PCLT directly at email@example.com.
Purchased Equipment. (If specified in the Order information section) Upon the terms and subject to the conditions of this Agreement, You hereby purchase from PCLT, and PCLT hereby sells to you, the Equipment for a purchase price specified in the Order Information section of this Agreement.
Purchased Service. Upon the terms and subject to the conditions of this Agreement, You hereby purchase from PCLT, and PCLT hereby agrees to provide to you, the Service for a period and / or fee specified in the Order Information section of this Agreement. PCLT will provide the Service in accordance with the Service Level Agreement package.
Phone Support. (If specified in the Order information section) A Specified amount of Phone support shall be provided during Standard Business Hours unless otherwise specified. PC LAN TECHS will do its best to rectify the problem on the telephone. You will be ready with a complete description of a genuine problem, the system(s) service contract number, the serial and model numbers of all involved workstations, peripherals, and the current version(s) of the operating system(s) involved. – PC LAN TECHS shall have a customer support representative respond by phone to you within the specified time period indicated on the Service Level Agreement of the initial problem call during standard business hours. Onsite support. (If specified in the Order information section) After reviewing an incident by phone, if necessary, PC LAN TECHS shall deploy an onsite Customer Response Technician (hereinafter “CRT”) within the standard coverage area within one business day after determining that the problem cannot be solved in a reasonable manner by phone or remote support. Outside the standard coverage area, the CRT will arrive within a 24 hour period during normal business hours. CRT’s dispatched after 9:00 AM, may not arrive at your location until the following business day. PC LAN TECHS shall bill you based on our Standard Labor Rates, as described below, for all labor performed during Standard Business Hours and our standard after-hours and holiday fee schedule. PC LAN TECHS shall bill you for all special delivery and handling charges, and materials not covered under contracted services. Monthly SLA Hours: (If specified in the Order information section)
Monthly SLA hours are discounted hours to be deducted on a monthly recurring basis. All hours will be calculated by the end of each month and be deducted from the SLA package (specified in the Order information section). Monthly SLA hours expire at the end of each month and do not rollover.
Example: If you have SLA (30 (thirty hours) monthly service hours are credited) and at the end of the month you only use 25 (twenty five) of those hours, the remaining 5 (five) hours will expire at the end of the month and do not rollover.
If you should use more than the 30 (thirty hours) monthly SLA hours (Also known as overages) then you shall be charged at our standard labor rates (unless specified otherwise in the Order information section) minus any hourly discounts.
Monthly SLA hours renew at the beginning of each month and on a monthly basis throughout the course of the SLA specified in the Order Information Section. Monthly SLA hours are subject to our standard after-hours and holiday fee schedule.
Managed Server & PC Maintenance Plans: (If specified in the Order information section) Server & PC Maintenance plans are identified as a bundle of services and Technical Support which can include Phone, Remote and Onsite Support provided on a monthly basis. Each Server & PC Maintenance plan identifies specified service(s), an amount of support hours and a response time to be provided on a monthly basis. *Customer Computer(s) and / or Server(s) must have registered and Valid licensing for the current Operating system(s) and proper Antivirus and free of Viruses and Spyware before any and during the Monthly Managed Maintenance plan. Any additional services will be billed at the Standard Labor Rates unless otherwise specified in the order information section. The SLA package price will change based on a month to month time period and the price will reflect the number of computer systems and electronic devices we maintain on a monthly basis for that time period for your company.
SLA Package: (If specified in the Order information section)
The SLA package defines the type and quantity of Software, Equipment, Peripherals, Machines and/or any other electronic devices covered under the SLA which are specified in the order information section. If specified in the order information section you may receive an SLA hourly discount based on our standard labor rates. All other hourly services will be charged at our Standard Labor Rates. The SLA package price will change based on a month to month time period and the price will reflect the number of computer systems and electronic devices we maintain on a monthly basis for that time period for your company.
Standard Business Hours:
Monday through Friday, 9:00 AM to 5:30 PM
Standard Labor Rates: Unless otherwise specified in the order information section our labor rate is $150 per hour.
Standard Coverage Area: All locations encompassed by both incorporated and unincorporated Palm Beach County, from Jupiter Tequesta south to Boca Raton, and west to Belle Glade Pahokee. 4(four) hour response times are only available within the described standard coverage area.
After-Hours and Holiday fee schedule.
Monday-Friday, 5:30 PM to 9:00 AM : Time & ½
Saturdays & Sundays, all day: Time & ½
Normal Holidays, all day: Double Time & ½
Normal holidays include: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas day, unless otherwise specified by PC LAN TECHS.
Payment. Subscriber will pay invoices for the Services when due, and in accordance with the Payment Terms set forth on the Order information section. PCLT reserves the right to charge at the lower of 1.5% per month or the highest rate permitted by law on a monthly payment not received when due, and PCLT may suspend the Services, if Subscriber’s payment of fees is ten (10) or more business days delinquent. Additionally, PCLT is entitled to recover any reasonable sums expended in connection with the collection of sums not paid when due, including but not limited to, reasonable attorneys’, interest, and cost. Subscriber shall pay all taxes (exclusive of taxes based on the net income of PCLT) levies, or charged imposed by any governmental authority of any kind whatsoever applicable to any of the materials, goods, Services or related components provided by PCLT to Subscriber. Complete payment for all services and materials from PC LAN TECHS beyond those services paid as specified in the contract are due immediately upon the receipt of invoice.
YOU’RE RESPONSIBILITIES. You shall: (a) provide PC LAN TECHS with specific and detailed information concerning, and reasonable access to electronic system in question; (b) make available to PC LAN TECHS employees test time on electronic systems sufficient for PC LAN TECHS to provide the Service; (c) appoint one individual who shall have authorization to act as project manager and/or a liaison between You and PC LAN TECHS; and (d) in general, provide all information, access, and full, good faith cooperation reasonably necessary to facilitate the Service. If you fail or delay in your performance of any of the foregoing, PC LAN TECHS shall be relieved of its obligations hereunder to the extent such obligations are dependent on such performance.
You’re Guarantee. You are responsible for guaranteeing that only certified technicians or other personnel duly authorized by PC LAN TECHS may update, install additional equipment or do any hardware replacement on all items covered under this service agreement. Subscriber understands that all unauthorized work, installations, or updates on any of the contracted components or equipment during the Term of this contract can result in the loss, suspension and or termination of the all service coverage on the involved equipment and will be charged standard Labor rates for any needed work and current retail price for all materials and parts costs from then on.
IT Assessment, VULNERABILITY ASSESSMENT AND/OR AUDIT. In providing the Vulnerability Assessment service and/or Audit (if purchased by You), PC LAN TECHS will take all reasonable precautions to minimize negative impact on your computer system(s) , network(s) and / or Electronic system(s); however, you acknowledge that performance of such service may temporarily degrade operation of your computer system(s), network(s) and / or electronic system(s). Additionally, PCLT will make an attempt to correctly identify and document the Vulnerability Assessment and/or Audit. You hereby release PC LAN TECHS from any and all losses, damages, expenses, or actions, which you may incur in connection with the Vulnerability Assessment service and/or Audit.
EMPLOYMENT/SOLICITATION OF PCLT EMPLOYEES: You agree that, under no circumstances, will you seek to employ or solicit for employment the employees and/or independent contractors of PCLT during the Term of the service contract with PCLT and for one year thereafter. You acknowledge that PCLT employees are subject to a Non-Compete Agreement and Confidentiality Agreement with PCLT and that any breach of this provision by you will result in irreparable injury to PCLT and that PCLT may seek any and all available remedies for a breach of this provision including, but not limited to, injunctive relief, damages, attorney’s fees and costs.
TERM; TERMINATION. This Agreement shall be for an initial “Term” specified in the Order Information section of this Agreement. After such “Term” the agreement will automatically renew for the specified “Term” period unless either party provides notice of its intention not to renew at least Thirty (30) days prior to the end of the then applicable term. The renewal will occur at the PC LAN TECHS fee schedule in effect on the renewal date. PC LAN TECHS may terminate this Agreement at any time upon your breach of any of the provisions hereof. Upon termination of this Agreement, You agree to cease all use of the Equipment (if specified on the Order Information and not owned by Subscriber at the time of termination) and the Service. Upon early termination of this Agreement, if You have prepaid any service charges, You are not entitled to any refund thereof, and if You have not prepaid service charges, You agree to pay to PC LAN TECHS the service charges, fees and expenses incurred through the date of such early termination plus any service charges and fees relating to the original remaining period of this Agreement. Subscriber understands that in the event that they decide to terminate the contract at any point within said “Term” that they are liable to pay for any discounted fee(s) for monthly and hourly service(s) fees.
Limited Warranty. PC LAN TECHS warrants that during the term of this agreement, the service shall substantially conform to the service level agreement configuration as it may be amended from time to time by PC LAN TECHS in its sole discretion. PC LAN TECHS makes no representations or warranties with respect to equipment or software, but will try to pass through warranties from the applicable vendor, if any. Subscriber understands and agrees that the Services, and any associated software, are provided “as is” and “As Available”. PCLT Expressly disclaims all warranties of any kind, expressed or implied, including without limitation any warranties of title, non-infringement, fitness for a particular purpose or merchantability, are hereby excluded. Except as expressly set forth in the first sentence of this section “Amendment of Agreement”, PCLT does not warrant that use or operation of the equipment or service will be uninterrupted or error-free or that defects in the software will be corrected. You agree that the software(s) or Equipment(s) (if specified on the Order Information) failure to perform shall not be considered a failure of the essential purpose of the remedies contained herein. Except for the above limited warranty, you bear the entire risk of the hardware and software(s) quality and performance.
Remedies Limitation Of Liability. Your sole remedy for breach of the foregoing limited warranty shall be, at PC LAN TECHS option, either: (i) refund of the price of the equipment (only upon return of the equipment) and refund of the prorated fees for the service paid to PC LAN TECHS; or (ii) repair or replacement of the non-conforming equipment and/or re-performance of the non-conforming service. In no event shall PC LAN TECHS or its licensors be liable for damages in excess of the fees paid for equipment and service in the one (1) year period immediately preceding the date of the event which gave rise to the claim.
Damages Exclusion. PC LAN TECHS expressly disclaims any warranty for the Services. The Equipment, Software and Services and any related documentation is provided “as is” without warranty of any kind, either expressed or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of the use or performance of the Equipment, Software and/or Service remains with you as the user. In no event will PC LAN TECHS or its licensors or suppliers be liable for any indirect, special, incidental, punitive or consequential damages (including lost profits, earnings or business opportunity) arising out of the subject matter of this agreement or for loss or corruption of data, irrespective of whether PC LAN TECHS has been advised of the possibility of such damages. This limitation, in the aggregate, applies to all causes of action, including without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees herein reflect, and are set in reliance upon, the limitation of damages set forth in this agreement. You assume any and all responsibilities for any data loss that may occur during the term of this agreement. You release PC LAN TECHS and any of its employees from any responsibility for any data loss. You accept all responsibility to confirm all backed up data being stored on any device that PC LAN TECHS or PC LAN TECHS employees may have to perform procedures on.
CONFIDENTIALITY 31.1. Both parties acknowledge that, during the term of this Agreement, each party will provide the other with confidential and/or proprietary information, including but not limited to data,
information, ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data or other relevant information that is marked “confidential” (or similarly) or, if not so marked, is clearly intended to be confidential (collectively, “Confidential Information”). 31.2. Each party shall protect all such Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care. Neither party shall use, disclose, provide, or permit any person to obtain any such Confidential Information in any form, except for employees, agents, or independent contractors whose access is required to carry out the purposes of this Agreement and who have agreed to be subject to the same restrictions as set forth herein. Violations of any provision of this Section shall be the basis for the immediate termination of this Agreement. Your obligation as to the confidentiality of the Equipment and Services shall survive termination of this Agreement. 31.3. The confidentiality obligations of this Section shall not apply to any information received by a party that (i) is generally available to or previously known to the public, (ii) can be reasonably demonstrated was known to such party prior to the negotiations leading to this Agreement, (iii) is independently developed by such party outside the scope of this Agreement without use of or reference to the other party’s Confidential Information, or (iv) is lawfully disclosed pursuant to a court order, provided that the party subject to such order shall promptly notify the party whose Confidential Information is to be disclosed, so such party may seek a protective or similar order.
AMENDMENT OF AGREEMENT. Except for a change in pricing, this Agreement may only be amended in writing signed by authorized representatives of the parties. Any other terms, including but not limited to the terms and conditions of any purchase order submitted by You and any license included as a part of the installation process for the Equipment or Service, are expressly excluded from this Agreement.
DISPUTE RESOLUTION. All disputes arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the 15th Judicial Circuit in and for Palm Beach County Florida, and each party irrevocably consents to such personal jurisdiction.
MISCELLANEOUS. 34.1. Compliance with Laws. You declare that you have and will comply with all restrictions (during the term of this agreement), covenants, zoning ordinances, and building codes of the municipalities involved. 34.2. Assignment. Subscriber may not assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of PCLT. PCLT reserves the right to assign with reasonable care its rights and obligations under this agreement to a qualified third party designated by PCLT. Notwithstanding the forgoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and PCLT may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonable considered a competitor of the non-assigning party. 34.3. Promotional Use: Subscriber agrees that PCLT may use Subscriber’s name and logo to identify Subscriber as a customer of PCLT on PCLT’s Website, and as a part of a general list of PCLT customers for use and reference in PCLT corporate, promotional and marketing materials. Subscriber agrees that PCLT may issue a press release identifying Subscriber as a PCLT customer and describing Subscribers intended utilization, and the benefits that the Subscriber expects to receive, from use of the Services. The content of any press release identifying Subscriber as a customer of PCLT will be subject to Subscribers prior approval, which will not be unreasonably withheld.
Missed Service Visits. If you, or an authorized representative, are not at the location for any onsite support when we arrive, PCLT shall leave a card to indicate the visit and charge for One (1) hour.
Transfer of this Service Contract. This contract is non-transferable.
Force Majeure. PC LAN TECHS shall not be liable to You (or to any of Your customers) for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of PC LAN TECHS, Your failure to furnish necessary access to computers or networks and information with respect to details of performance, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, failure or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw materials, machinery or technical failures. You shall not refuse to accept delivery by reason of delays occasioned by force majeure. Any delay resulting from force majeure shall correspondingly extend the time for performance by PC LAN TECHS.
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
Governing Law. This Agreement and any disputes related thereto shall be governed by the laws of the State of Florida without reference to conflict of law principles.
Equitable Remedies. You acknowledge and agree that due to the unique nature of PC LAN TECHS Services, there can be no adequate remedy at law for any breach of your obligations hereunder, that any such breach may allow You or third parties to unfairly compete with PC LAN TECHS or its licensors resulting in irreparable harm to PC LAN TECHS or its licensors, and therefore, that upon any such breach or threat thereof, PC LAN TECHS or its licensors shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
Software Licenses and Third Party Services.
In connection with our Service, we may provide to you, via download, CD, other media, or other delivery method the use of certain software which is owned or provided by PC LAN TECHS or its third party licensors, providers and suppliers, and which may be provided free or for a fee, including client and/or network security software ("Software") and/or PC LAN TECHS Managed Services Software (“MSS”). We reserve the right to update or change the Software from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You may use the Software only as part of or for use with the Service and for no other purpose. The Software may be accompanied by an end user license agreement from PC LAN TECHS or a third party. Your use of the Software is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes an end user license agreement unless you first agree to the terms and conditions of the end user license agreement. Upon termination it is your responsibility to remove any MSS from all computers. As part of the Services, PC LAN TECHS may suggest that you acquire, install and /or use certain third party software ("Third Party Software"). Third Party Software is licensed to you by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before using Third Party Software, whether PC LAN TECHS assists you in the acquisition, installation, and/or use of Third Party Software. PC LAN TECHS has no rights to the Third Party Software and does not license Third Party Software to you or make any representation or warranty regarding the Third Party Software.
Limitations on Use of the Service.
You agree that your use of the Service and the Internet, without limitation, is your sole responsibility, is solely at your own risk, and you will comply with all applicable local, state, national and international laws and regulations. You agree that the Internet is not owned, operated or managed by, or in any way affiliated with PC LAN TECHS and PC LAN TECHS is not responsible and has no control over the information, content or other materials, some of which may be offensive, malicious or destructive in nature, which may be accessed through use of the Service. You further agree that PC LAN TECHS does not own or control all of the various facilities and communications lines through which service may be provided, nor does PC LAN TECHS guarantee access to or through websites, servers or other facilities on the Internet, whether or not such facilities are owned or controlled by PC LAN TECHS. You agree that PC LAN TECHS cannot and does not guarantee or warrant that data available for downloading through the Service will be free of defects, infection or viruses, worms, Trojan horses or other code that manifest contaminating, malicious or destructive properties. You are responsible for implementing adequate procedures to satisfy your particular requirements for accuracy of data input and output and for maintaining a means external to the Service for the reconstruction of any lost data. You agree that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information you transmit or receive over the Internet. PC LAN TECHS is not responsible for invalid destinations, transmission errors, or corruption or security of your data.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous written or verbal agreements.
Each Party agrees to abide by all the stipulations described and/or defined in this Contract for the Term and agrees that this service contract along with the “Equipment List” constitute the entire agreement between the parties. Each Party warrants and agrees to the accuracy of the Order Information Section.
Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.