General Terms and Conditions
1. 🗃️ Definitions and Interpretation
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After Hours17:30-09:00 ESTMonday to Friday and all day Saturday and Sunday, including Public Holidays);
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Business Hours09:00-17:30 ESTMonday to Friday excluding Public Holidays
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Client, You or Yourmeans 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;
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Conditionsmeans these terms and conditions;
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Goodsmeans 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;
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Ordermeans any order requested by You to Us for Goods or Services in any form
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Ordermeans a quote provided to You by Us;
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Periodmeans 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
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Planmeans 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;
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Plan Schedulemeans 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;
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Public Holidaysmeans any day which is a public holiday throughout the United States including banking holidays.
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Ratesmeans 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
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Rate Schedulemeans 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;
2. 🎯 Applications of These Conditions
3. 📆 Commitment Term
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3.1The 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.
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3.2After 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
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4.1This Agreement may be terminated by You upon thirty (30) days written notice if We:
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4.1.1Fail 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.
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4.1.2Breach any material term or condition of this Agreement and fail to remedy such breach within ten (10) days of receipt of such written notice.
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4.1.3Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
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4.2This Agreement may be terminated by Us upon thirty (30) days written notice to you.
5. 🎭 Representations
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5.1You 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
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6.1Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.
7. ⚖️ Governing Law
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7.1The Conditions shall be governed by and construed in accordance with the laws of the state of Florida and the parties submit to the non-exclusive jurisdiction of the Courts of Florida.
8. 🤝 Assignment
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8.1You may not assign Your rights and obligations under this Agreement without the prior written consent of Us.
9. 🎛️ Variation of These Terms and Conditions
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9.1We 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
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10.1Term 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.
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10.2Quote 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.
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10.3Once 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.
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10.4The 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.
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10.5Quotes 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.
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10.6Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.
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10.7The 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.
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10.8When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.
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10.9In 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.
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10.10Price 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.
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10.11Once 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.
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10.12ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
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10.13Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
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10.14We 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.
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10.15Prices are based upon total Quote Purchase.
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10.16Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
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10.17Varying 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
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11.1Order 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 or TIN 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.
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11.2Approval 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.
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11.3Reliance 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 favour of Us to be:
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11.3.1signed by, and duly authorised by, both the person who signed the Order and the person who sent the email; and
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11.3.2duly authorised by the person on whose behalf the Order is placed or apparently placed.
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11.4Acceptance and Orders: An Order has no effect unless or until it is accepted by You 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.
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11.5No 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.
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11.6Credit 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 consents to Us undertaking a credit reference check in respect to You.
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11.7Cancellation 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 despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.
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11.8Processes and Procedures: We have processes and procedures that We follow in the course of 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
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12.1Rates 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).
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12.2Rates 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.
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12.3Vary Rates: We reserve the right 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.
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12.4Call-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.
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12.5Return/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.
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12.6Expenses: 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 authorisation from You before such expenses are incurred.
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12.7Separate 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.
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12.8Calculation 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.
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12.9Change 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.
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12.10Pre-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:
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12.10.1are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
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12.10.2are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
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12.10.2.1the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
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12.10.2.2We are not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.
13. 🐋 Services and Plans
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13.1Service 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
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13.2Copies 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
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14.1We 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
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15.1Delivery liability: We will use all reasonable endeavours to despatch 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.
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15.2Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
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15.3Passing 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.
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15.4Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
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15.5Retention 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:
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15.5.1title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
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15.5.2You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
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15.5.3You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
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15.5.4Where 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);
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15.5.5We 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 authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised 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.
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15.5.615.5.6You 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
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16.1General 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.
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16.2Customised Goods not returnable: Where Goods have some element of customisation 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.
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16.3Duty 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.
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16.4Return 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.
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16.5Return 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.
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16.6Consequences of use, installation, customisation 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, customised 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
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17.1Service 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 endeavours 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.
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17.2Reasonable 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.
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17.3Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
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17.3.1We may recommend that You purchase Goods provided by third parties from time to time;
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17.3.2Recommendations 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;
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17.3.3You 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.
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17.3.3.1the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
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17.3.3.2the behaviour of third-party supplier, e.g. in relation to support;
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17.3.3.3You 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;
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17.3.5You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
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17.3.6Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
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17.3.6.1decisions as to whether or not to follow recommendations by Us;
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17.3.6.2decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
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17.3.6.3any 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;
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17.3.7Where 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 endeavours to achieve those outcomes.
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17.4Testing 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.
18. 🌪️ Force Majeure
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18.1Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.
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18.2We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.
19. 🔩 Product Specifications
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19.1Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.
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19.2Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.
20. 🏆 Warranties
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20.1Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.
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20.2No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.
21. 🪢 Liability
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21.1Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
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21.2No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.
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21.3Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.
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21.4Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
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21.5General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
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21.5.1Goods or Services provided to You or any Work;
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21.5.2these Terms and Conditions;
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21.5.3Your use of Our website (including the use of a credit card or other debit device) or any linked website;
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21.5.4the non-availability of Goods or Our Services for any reason;
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21.5.5any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
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21.5.6for any other reason whatsoever.
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21.6Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):
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21.6.1replacing the Goods or supplying equivalent Goods, Services or Work;
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21.6.2repairing the Goods or the Work;
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21.6.3paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
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21.6.4paying the cost of having the Goods or the Work repaired.
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21.7Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.
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21.8Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
22. 🤷♂️ Errors and Omissions
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22.1We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
Our Responsibilities
23. 🛡️ Privacy Statements and Your Rights
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23.1We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).
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23.2You are required to provide your personal information to Us for Authorised Purposes.
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23.3We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.
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23.4Otherwise We will not disclose Your personal information without Your consent unless authorised by law.
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23.5Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.
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23.6We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.
24. 🌐 Our Website
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24.1We make no representations or warranties in relation to information available on Our website, including without limitation:
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24.1.1that the information on Our website is complete or correct;
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24.1.2that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.
Your Responsibilities
25. 🙋♂️ Submission of Service Requests
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25.1In order for Us to provide You with the agreed Service, You agree to follow Our process for submission of Service Requests as outlined in Appendix A.
26. 🚪 Access to Systems, Sites, and People
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26.1In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
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26.2You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.
27. ✍️ Third Party Authorizations
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27.1At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
28. 💳 Payment, Late Payment and Default
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28.1Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.
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28.27 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
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28.3Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
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28.4Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.
-
28.5Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
-
28.5.1first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
-
28.5.2secondly, in or towards payment of any interest due or payable hereunder, and
-
28.5.3thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
-
28.6Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.
-
28.7Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
-
28.8Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.
-
28.9Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.
29. 🙅♂️ Non-Solicitation of Clients and Employees
-
29.1You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).
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29.2You agree that Our damages resulting from breach of this clause 30.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.
30. 📲 Software
-
30.1All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.
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30.2You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
-
30.2.1any unauthorised Software use by You;
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30.2.2any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
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30.2.3otherwise as a result of Us installing Software at Your where You are not authorised to use the Software; and
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30.2.4any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
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30.3All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
31. 🕵️♂️ Copyright and Confidentiality
-
31.1Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.
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31.2Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
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31.3Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
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31.4You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.
-
As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.
Appendix A
📢 Service Request Submission Process
When you contact us to submit a service request only the methods below must be used:
Portal: https://portal.baytechlogic.com
Email:
Phone: (813) 742-9909
If the issue is being submitted by either phone or external email you must include your name, company and return contact details.
Service requests must not be submitted directly with technicians, as this detracts them from resolving the current issue.
⏱️ Service Requests Outside of Our Business Hours
Appendix B
LEVEL | RESPONSE TIME | EXAMPLE |
---|---|---|
🚨 Critical | 1 Hour |
|
🟠 High | 2 Hours |
|
🟡 Medium | 4 Hours |
|
🔵 Low | 4 Hours |
|
⚫️ No Priority | N/A |
|
Appendix C
⏲️ Response Time Guarantee Exclusion List
- Additions, moves or changes to users, devices, configurations, or network
- Issues lodged in any other manner than specified in this Agreement and our General Terms and Conditions
- Issues lodged outside Our Business Hours
- Items caused by Hardware or Software not meeting our Minimum Standards
- Service Requests related to Software not on our Approved Software List (see Appendix E)
- Service Requests for issues that have been caused by You not acting on advice or recommendations given by Us
- Service Requests for Issues caused by You or third parties modifying any Hardware or Software Configuration
- Service Requests for issues related to user-initiated Virus and Malware Infections
- Service Requests for Issues involving the sourcing of hardware/software
- Service Requests for Hardware and Software issues of items that are not under current warranty or maintenance coverage
Appendix D
📋 Agreement Inclusion List
Desktop, Laptops, and Servers
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Setup New Profiles on Desktops and Laptops | As Needed | YES |
Add / Edit / Delete User Accounts | As Needed | YES |
Forgotten Password Resets | As Needed | YES |
Archive Old User Accounts (Backup Email & Files) | As Needed | YES |
Setup & Maintain Security Groups | As Needed | YES |
Setup & Maintain Network Drives | As Needed | YES |
Restore Files from Backups (1) | As Needed | YES |
Troubleshoot Operating System Not Working | As Needed | YES |
Troubleshoot Microsoft Office Not Working | As Needed | YES |
Troubleshoot Anti-Virus Not Working | As Needed | YES |
Reboot Servers | As Needed | YES |
Troubleshoot Hardware Issues (3) | As Needed | YES |
Hard Drive Clean-up (Remove Temp & Unnecessary Files) | As Needed | YES |
Warranty Claim Processing (3) | As Needed | YES |
Microsoft Patch Management (Service Packs & Updates) | Daily | YES |
Update Approved 3rd Party Applications (Adobe Flash, Adobe Reader, PDF Creator, Java, 7-Zip) | Daily | YES |
Monitor all Critical Server and Computer Services and Fix | 24x7x365 | YES |
Monitor Anti-Virus Running & Protection Enabled | 24x7x365 | YES |
Monitor Anti-Virus Definitions +Updating Correctly | 24x7x365 | YES |
Monitor Anti-Malware Running & Protection Enabled | 24x7x365 | YES |
Monitor Anti-Malware Definitions Updating Correctly | 24x7x365 | YES |
Monitor Hard Disk Health + Space & Defrag if Necessary | 24x7x365 | YES |
Monitor High CPU Usage | 24x7x365 | YES |
Monitor Security and Event Logs | 24x7x365 | YES |
Roll out our Best Practice Security Policies | On-Going | YES |
Backups and Disaster Recovery
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Monitor Server and Computer Backups (1) | 24x7x365 | YES |
Troubleshoot Server and Computer Backup Failures (1) | As Needed | YES |
Monitor Office365 Backups (1) | 24x7x365 | YES |
Troubleshoot Office365 Backup Failures (1) | As Needed | YES |
Manual Test Restore & Report of All Approved Backups (1) | Monthly | YES |
Printers
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Clear & Reset Printer Queues | As Needed | YES |
Troubleshoot Printer Issues | As Needed | YES |
Add / Edit / Delete Printer Mapping Group Policies | As Needed | YES |
Add / Edit / Delete Printer Drivers for Existing Printers | As Needed | YES |
Troubleshoot Printer Hardware Issues (3) | As Needed | YES |
Warranty Claim Processing (3) |
Network
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Troubleshoot Internet Service Provider Issues & Outages | As Needed | YES |
Troubleshoot Network Switch Issues | As Needed | YES |
Troubleshoot Wi-Fi Access Point Issues | As Needed | YES |
Update Wi-Fi SSID / Keys | As Needed | YES |
Troubleshoot Router Issues | As Needed | YES |
Troubleshoot Firewall Issues | As Needed | YES |
Firewall Security Audit and Adjustment | Monthly | YES |
Monitor Network Switches Operations & Availability | 24x7x365 | YES |
Monitor Wi-Fi Access Points Operations & Availability | 24x7x365 | YES |
Monitor Firewall Operations & Availability | 24x7x365 | YES |
Warranty Claim Processing (3) |
Domain Names
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Add / Edit / Delete MX Records | As Needed | YES |
Add / Edit / Delete TXT Records | As Needed | YES |
Add / Edit / Delete PTR Records | As Needed | YES |
Add / Edit / Delete CNAME Records | As Needed | YES |
Add / Edit / Delete A Records | As Needed | YES |
Mobile Phones & Tablets
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Configure Outlook or Mail App (2) | As Needed | YES |
Configure Skype for Business App (2) | As Needed | YES |
Configure OneDrive for Business App (2) | As Needed | YES |
Configure Teams for Business App (2) | As Needed | YES |
Office 365
DESCRIPTION | FREQUENCY | INCLUDED |
---|---|---|
Add / Edit / Delete User Accounts | As Needed | YES |
Add / Edit / Delete User and Security Groups | As Needed | YES |
Add / Edit / Delete Shared Mailboxes | As Needed | YES |
Add / Edit / Delete Distribution Groups | As Needed | YES |
Forgotten Password Resets | As Needed | YES |
Archive Old User Accounts (Backup Email & OneDrive) | As Needed | YES |
Restore Files from Backups (1) | As Needed | YES |
Install & Connect OneDrive Desktop Client (2) | As Needed | YES |
Install & Connect Skype for Business Desktop Client (2) | As Needed | YES |
Install & Connect Teams Desktop Client (2) | As Needed | YES |
(1) Only applies to when using the Backup Platforms in our Recommended Technology Platform.
(2) This assumes that you already have the back-end systems and company-wide configurations all setup and configured for this product. If you don’t, then We will discuss with You the scope of any potential Project and send You a separate Proposal for your review.
(3) As you can appreciate, it’s hard to build a profitable and sustainable business offering “Unlimited Support” at a reasonable price for items that we didn’t recommend, sell and install.
As such, if the Hardware we are troubleshooting was not purchased from us and/or the device is not currently covered by the Manufacturer’s warranty, a care pack or a maintenance agreement, then it is in Our sole discretion as to whether We will cover this work under the Scope of this Agreement or set it as Billable Out of Scope work.
Appendix E
✅ Approved Software List
Productivity
Microsoft Office Suite
| |
Google Workspace
| |
Adobe Applications
| |
Slack
|
Web Browsers
Google Chrome
| |
Mozilla Firefox
| |
Microsoft Edge
| |
Safari (Mac only)
| |
Arc Browser
|
Cloud Storage & File Sharing
Dropbox
| |
Google Drive (desktop client)
| |
OneDrive
| |
Box Sync
| |
iCloud Drive (Mac preference)
|
Customer Relationship Management (CRM)
Salesforce (Desktop client)
| |
HubSpot CRM (Desktop client)
| |
![]() |
Zoho CRM (Desktop client)
|
![]() |
Pipedrive (Desktop client)
|
Microsoft Dynamics 365
|
Collaboration & Communication
Skype for Business
| |
Cisco Webex
| |
GoToMeeting
| |
Basecamp (Desktop client)
| |
Discord
|
Accounting
Quickbooks (Desktop)
|
Development & IT
GitHub Desktop
|
Project Management
Jira (Desktop client)
| |
Wrike (Desktop client)
|
HR & Payroll
![]() |
BambooHR (Desktop client)
|
Paychex Flex (Desktop client)
| |
Workday (Desktop client)
|
Email Marketing
Mailchimp (Desktop client)
| |
![]() |
Constant Contact (Desktop client)
|
ActiveCampaign (Desktop client)
|
Credential Management
OnePassword
| |
Keeper Security
|
Appendix F
Definitions & Interpretations
-
Agreementmeans any arrangement between Us and You (whether alone or in conjunction with any other person) for Services 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 this Agreement and any corresponding Proposal
-
Plan Feemeans a quote provided to You by Us;
-
Proposalmeans a Quote or Proposal provided to You by Us;
-
Rate Schedulemeans 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 Our absolute discretion;
-
Recommended Technology Platformis the list of Software and Hardware requirements found in this document and updated by Us from time to time.
-
Response TimeResponse Time is measured as the difference between the time We are first notified of a New Service Request as per the process outlined in our General Terms and Conditions and the time that We start providing Service on the Service Request. We do not count any triage, scheduling or dispatch work when calculating Response Times.
-
Servicesmeans the provision of any services by Us including Work, advice and recommendations;
-
Service Requestmeans any request for work that either you ask us to perform or we perform proactively on your behalf;
-
Softwareincludes software and any installation, update, associated software and any services provided in connection with any of these things;
Appendix G
📨 Letter to Vendors for Authorization
Email Script Example:
This letter is to inform you that we have contracted Baytech Logic to manage our IT and Technology needs.
To be able to do this effectively, Baytech Logic needs to be able to support and manage all of our technology suppliers on our behalf
As such, this letter authorizes anyone from the team at Baytech Logic to access and modify all aspects of our account and all the products and services that we have with (vendor name) effective immediately.
This authorization is valid until we give you written notice otherwise. Should you require any further details, please let us know.
Regards,
[Your Name]
[Title]
Core Technology Standards
Minimum System Requirements
Workstation Processing Requirements
-
Existing DevicesIntel 6th generation or AMD Ryzen 3000 series processors and newer
-
New DeploymentsIntel 8th generation or AMD Ryzen 5000 series processors and newer
- Minimum 16GB RAM for standard operations
- Available storage space must maintain 15% free capacity
- Operating system must support current security tools deployment
Server Processing Requirements
-
Existing DevicesIntel Xeon E5/Silver/Gold or AMD EPYC (Rome) and newer
-
New DeploymentsIntel Xeon Silver/Gold or AMD EPYC (Milan) and newer
- Minimum 16GB RAM for basic server operations
- RAID configuration recommended for business-critical systems
- Available storage space must maintain 15% free capacity
- Server operating system must support current backup solutions
Security Baseline
- Enterprise-grade endpoint protection with active threat detection
- Regular security patches and updates implementation
- Multi-factor authentication for remote access systems
- Password complexity requirements following current NIST guidelines
- Documented user access levels and permissions
Network Infrastructure
- Direct remote management capability
- Support for encrypted management protocols (SSH/HTTPS)
- Basic monitoring capabilities via SNMP
- Regular firmware remote update capability
- Network segmentation capability
- Support for basic traffic filtering
- Logs accessible for security monitoring
- Support for business-grade VPN connections
Rate Schedule
Example | Price | Multiplier | PrePay Discount |
---|---|---|---|
Base Rate
|
$229.99
|
n/a
|
Available
|
Emergency
|
|
1.5X
|
Available
|
Example | Price | Value | Discount | hours |
---|---|---|---|---|
Base Rate
single hour per usage
|
$229.99
|
$229.99
|
None
|
1
|
Prepaid Block
5 hour paid in advance
|
$977.46
|
$1,149.95
|
15%
|
5
|
Prepaid Block
15 hour paid in advance
|
$2,932.37
|
$3,449.85
|
15%
|
15
|
Changelog
Version 1.0.0
-
AddedInitial Release
Version 1.0.1
-
AddedAdditional items added to the Approved Software List (Appendix E)
-
FixedMinor corrections and formatting improvemnts to Agreement Inclusion List (Appendix D)