Network Support & Managed Services - Terms & Conditions

Terms and Conditions revised this 17th day of November, 2019 for Lexington IT Solutions.

  1. General Terminology (indefinite, subject to change with notice) 
    1. Commencement Date: The  date on which these Terms and Conditions are accepted by the Client.  Acceptance of services from Lexington IT Solutions, LLC denotes  acceptance of these Terms and Conditions. 
    2. Standard Response Time: 
      1. Major / Critical outages: Within four hours. A critical outage is defined as total system failure.
      2. Minor / non-critical outages: Within one business day.
      3. Moves, Adds and Changes (MACs): Within three business days

Response  times are dependent on network technician availability and are not  guaranteed. Lexington IT Solutions, LLC  will make every effort possible  to maintain or shorten the standards noted above. 

  1. Service Rates: Standard hourly rate applies, based on Client’s service package. A minimum of 60 minutes (1 hour) will be charged.
  2. Trip Charges: Any work which requires a technician to be dispatched outside a 15 mile  radius of downtown Lexington, SC will incur a minimum trip charge of  $75.00 (per trip) and a minimum of two billable hours (per trip), unless  otherwise indicated.
  3. LITS:  The company Lexington IT Solutions, LLC will henceforth be referred to as LITS in this document.

Town of Lexington Municipal Complex located at 111 Maiden Lane will be used for distance measurement

  1. Parts and Availability: Parts required for replacement will be provided and charged at LITS  standard pricing. All parts purchased from LITS will carry a standard  manufacturer’s warranty, which the Client is responsible for.  Documentation regarding warranty will be provided to the Client upon  request, and additional information will be provided to the vendor by  LITS as requested. The Client will be responsible for any regular  warranty incurred costs, such as shipping & handling, which is  traditionally not covered by warranty claims. LITS will attempt to  install and configure Client-supplied parts, but cannot hold any  guarantee of network / system compatibility. “Parts” are defined as  components, such as, but not restricted to the following items: CPUs,  motherboards, floppy drives, hard drives, memory, video cards, network  interface cards, keyboards, mouse, trackballs, monitors, power supplies,  CD-ROMs, sound cards, cables, routers, hubs, modems, bridges, switches  and software.
  2. Service Calls:  Each time a service call is made, the work to be performed must be  indicated upon the initial request for service. The work performed will  be documented and noted. If additional labor not associated with the  original service call is required or requested, the Client will submit  an additional service call ticket. 
  3. Recurring Condition: If the Client notifies LITS within two days of a support request that  the problem for which that support request was made has reoccurred, LITS  will return to re-evaluate the problem. Upon evaluation, LITS reserves  the right to repair the problem at no charge to the Client, should it be  determined that the problem was not repaired correctly previously.  However, if LITS determines that the problem recurred because  alterations were made or instructions were not followed by the Client,  their agents, representatives or employees, services will be rendered at  the standard hourly rate, depending on the Client’s service package.  For the purpose of this section, alterations are defined as: any  software download from the Internet, including but not limited to: Java  and Active X executables, software updates, browser updates, whether  intentional or not; physical damage; physical entry into a computer;  connection or disconnection of any cables, component or peripheral;  and/or any other changes made by the Client or its agents, employees,  contractors, licensees or invitees that actually caused the condition to  recur. 
  4. Software: LITS does not manufacture software. LITS will install software  purchased by the Client and will contact the software manufacturer, if  necessary, in an effort to resolve “bugs” or compatibility issues in the  software - however, LITS disclaims all liability for the failure of any  software, (whether or not installed by LITS) to work properly, or for  its intended purpose on the Client’s network or on any individual  computer of the Client.
  5. Loss of Data: The Client represents that it has established and regularly follows  procedures for fail-safe backup and security of the Client’s data. The  Client further explicitly agrees that LITS shall not be responsible for  the integrity or existence of any data on the Client’s network or any  individual computer of the Client; and that the Client will indemnify,  defend and hold harmless LITS in the event of corruption, theft,  disclosure or loss of any data of the Client, or of any of their  parties.
  6. Incidental and Consequential Damage: The Client explicitly agrees that LITS shall not be responsible for  incidental or consequential damages arising from the Client’s inability  to use its network or any individual computer during any service call  made by LITS or for any loss suffered by the Client as a result of any  subsequent equipment failure, without limitation.
  7. Indemnification: In addition to, and not in limitation of, disclaimers of liability made  by LITS for hardware and software damage in any other portion of this  agreement, for any hardware or software failure for which a Service Call  is made by the Client to LITS, which failure has the effect of causing  loss to any third party, whether or not by delay, loss or corruption of  data, loss or benefit of any contracts, or any other loss, the Client  shall indemnify, defend and hold free and harmless LITS from and against  any and all claims, judgments, damages, penalties, fines, costs,  liabilities and losses (including, without limitation, sums paid in  private rights of action or in settlement of claims, legal fees,  consultant fees and expert fees) which arise during or after the Term as  a result of such failure.
  8. NDA: LITS and its employees are hereby bound with the Client by a  Non-Disclosure Agreement (NDA). The NDA will cover any proprietary  information belonging to the Client, where LITS might have access, or  visibility to such information. The Client shall indemnify, defend and  hold free and harmless LITS from and against any and all claims,  judgments, damages, penalties, fines, costs, liabilities and losses  (including, without limitation, sums paid in private rights of action or  in settlement of claims, legal fees, consultant fees and expert fees)  which arise during or after the Term as a result of proprietary  information being shared by one of its employees or contractors. LITS  will however cooperate with any law enforcement agency investigating  such a breach, and will attest in a court of law that an NDA has been  broken. In the event that network or system passwords are shared by  breaking the NDA, LITS will, at no charge to the Client, change all  affected passwords as soon as reasonably possible.
  9. Client’s Insurance: Although LITS will take commercially responsible measures to avoid any  activity that would jeopardize or conflict with any insurance coverage  maintained by Client, or cause the premium charged to the Client to  increase, LITS shall not be responsible for damage to any of the  Client’s computer equipment or data. LITS reserves the right to repair  and replace equipment deemed to have failed directly through the fault  of one its employees, under the sole discretion of management.
  10. Payment: All invoices submitted to the Client by LITS are under the terms of  ‘payable upon receipt’. A payment is considered late or overdue if  payment is not received within 14 calendar days from the date an invoice  is sent. A late payment fee of 5% monthly will be applied to subsequent  invoices, should an invoice become overdue. With respect to any action  by LITS to collect payment due under this Agreement, the Client agrees  to pay all costs of such collection, without limitation, costs of suit,  expenses, and reasonable attorney’s fees.
  11. Support & On-boarding: LITS  employs the use of network monitoring tools to ensure functionality of  client equipment and infrastructure. LITS also employs the use of remote  access support tools, in order to manage and administer computer  networks and technology-related equipment for its Clients. Access to  Client equipment, infrastructure and systems are not limited to any  specific time of day, and LITS reserves the ability to perform tasks at  any time, including the performance of Managed Services tasks, with or  without notice. While LITS may have access to, and keep record of,  credentials, passwords, network architecture documents, and other such  materials, the Client is responsible for keeping record of  aforementioned information and data. At no point does LITS agree to be  the sole holder of said information and data, and in the event it is, no  liability, warranty, guarantee or other promise is inferred or agreed  to. The Client therefore agrees that they shall indemnify, defend and  hold free and harmless LITS from and against any and all claims,  judgments, damages, penalties, fines, costs, liabilities and losses  (including, without limitation, sums paid in private rights of action or  in settlement of claims, legal fees, consultant fees and expert fees).  LITS’s on-boarding process may incur a fee, subject to the service  package selected by the Client.
  12. Co-operation: The Client hereby agrees that it will use its commercially reasonable  efforts to cooperate with and assist LITS in the performance of LITS's  duties hereunder to such extent as LITS may reasonably require. Such  cooperation will include, but will not be limited to, providing relevant  and necessary data, files, information, equipment, hardware, testing  and timely approvals and workspace reasonably satisfactory to LITS for  provision of any services related to any services. 
  13. Changes: Changes may be made from time to time in regards to the Terms &  Conditions. This may include changes to the Service Rates. In such an  event where changes to Service Rates take place, LITS will inform the  Client, in writing, with no less than 30 days’ notice of any changes.  Changes will therefore not come into effect until 30 days after the  dated letter / e-mail. 
  14. Cloud backup, Anti-Malware, and Other Software: All software, including but not limited to Cloud backup and  Anti-Malware are licensed, third-party services offered, administered,  managed, and invoiced by LITS. Acceptance and use of the services  denotes acceptance of all terms, including but not limited, to those  listed below.      
    1. You  may not transfer this service, electronically or otherwise, and you may  not make any copies of this service. You may not assign or grant sub  licenses or leases, or permit your copy or other copies of this service  to be distributed to others. You may not reverse engineer, disassemble,  reverse, translate, or in any way derive from this service any source  code form. 
    2. You  expressly acknowledge and agree that use of the cloud backup services,  anti-malware, and any other third party software and services is at your  sole risk and that the entire risk as to satisfactory quality,  performance, accuracy and effort is with you. To the maximum extent  permitted by applicable law. All software services are provided “as is,”  with no warranties whatsoever. LITS and such third parties expressly  disclaim to the fullest extent permitted by law all express, implied,  and statutory warranties, including, without limitation, the warranties  of merchantability, satisfactory quality, fitness for a particular  purpose, and non-infringement of intellectual property rights. It is at  your own discretion and risk that you use the service. You will be  solely responsible for any damages to your computer system or loss of  data that results. LITS makes no warranties or representations that the  functions contained in the software or services will meet your  requirements, that the operation of the software or services will be  uninterrupted or error-free, or that defects in the software or services  will be corrected. 
    3. Under  no circumstances shall LITS or its affiliates (including suppliers,  resellers, or partners) or their respective executives, employees,  shareholders or contractors be liable for personal injury, or any  incidental, special, direct or consequential damages whatsoever,  including without limitation, damages for loss of profits, loss of data,  business interruption or any other commercial damages or losses,  arising from or related to your use or inability to use the any  software, services, or this agreement, however caused, regardless of the  theory of liability (contract, tort, or otherwise) and even if any such  party has been advised of the possibility of such damages. In no event  shall LITS, or its affiliates’, total liability to you, for all damages  exceed the amount, if any, paid by you to LITS for the software and/or  services during the six months prior to the event which gave rise to the  damages in question. If the software and services are provided without  charge, then there shall be no liability to you whatsoever. The  foregoing is your sole and exclusive remedy for any breach. This  limitation of liability for personal injury or exclusion of incidental,  consequential, or direct damages, will apply only to the extent  permitted under applicable law. The disclaimers and limitations set  forth above will apply regardless of whether or not you accept the  software, service, updates or upgrades.
    4. LITS  shall have the absolute and unilateral right in its sole discretion to  deny use of and access to all or any portion of the software or services  to licensee or other users who are deemed or suspected by LITS to be  using the software or services in a manner not reasonably intended by  LITS or in violation of law or this agreement, including but not limited  to suspending or terminating a licensee’s or another user’s license to  use the software or services. The Software or Service is designed to  serve the needs of particular types of users, i.e. individual consumers  or business accounts. If you have purchased Services that are  inappropriate for your actual usage, LITS may require you to switch to  appropriate Services. LITS may, in its sole discretion and from time to  time, establish or amend general operating practices to maximize the  operation and availability of the Software or Services and to prevent  abuses. As part of these practices, we reserve the right to monitor our  system to identify excessive consumption of network resources and to  take such technical and other remedies as we deem appropriate. We also  reserve the right to terminate or suspend your license to use the  Software or Services, without prior notice, in the event of a violation  of this policy. The Software may cause your Computer, without additional  notice, and on an intermittent or regular basis, automatically to  connect to the Internet in order to validate that the Software is being  operated in accordance with this agreement (a process referred to as  “Activation”). In some cases, Software that fails to activate may offer  only limited functionality or may not operate at all.
  15. Termination & Off-boarding:  Either LITS or the Client may terminate this agreement, Terms &  Conditions, and subsequent services from LITS at any point in time,  without notice. In the event of termination by either party, LITS will  compile and submit a final statement of account / invoices outstanding,  which may include an off-boarding fee, depending on the Client’s service  package. Once the account has been paid in full, to the complete  satisfaction of LITS, the Off-boarding process will be initiated. This  includes, but is not limited to, removal of LITS’s remote support tools,  remote monitoring tools, owned assets located at the Client’s physical  premises, etc. Should the Off-boarding process not be completed, for any  reason whatsoever, the Client hereby agrees to pay a monthly fee of  $950.00 per month, beginning in the first calendar month following the  notice of termination. This fee is charged to recover costs incurred by  LITS for continued use of various tools, including but not limited to,  network monitoring, remote support, etc. In the event that pre-paid,  recurring licensing exists that LITS invoices for, such as annual  end-point protection, it is hereby understood and agreed that the Client  is responsible for informing LITS that they wish to terminate such  licensing, in accordance solely with LITS’s termination policies. In the  absence of a request for termination, the services will automatically  renew and the Client will be invoiced by LITS. 
  16. Agreement: The  Client, by way of accepting our services, agrees in whole to the Terms  & Conditions outlined herein, as well as any subsequent document  pertaining to products, services or other related activities. Should any  section be found unenforceable by a court of law, that section will be  considered severable from the whole, and therefore does not invalidate  any document in its entirety.