This Service Level Agreement (the “Agreement”), effective when signed (the “Effective Date”), is entered into by and between TechAnder, LLC, a Texas limited liability company (“Service Provider”), and the individual or entity named in the signature block above (“Client“). Service Provider and Client may also be referred to herein individually as a “Party” and collectively as the “Parties.”
For and in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
- Term. The initial term of this Agreement will commence on the Effective Date signed above and, unless earlier terminated in accordance with Section 5, remain in force for a period of one (1) year. Thereafter, the term of this Agreement will be automatically renewed for successive 1-year periods, unless either Party provides written notice of its desire not to renew at least thirty (30) days’ prior to the end of the then current 1-year term or unless earlier terminated in accordance with Section 5. Upon each renewal, the Agreement may be reviewed by the Parties to address any necessary adjustments or modifications for renewal.
- Service Features and Conditions. The services provided by Service Provider during the term of this Agreement (the “Services”) will vary depending on the “Service Level” selected by Client, but all “Service Levels” will include the following:
- Ticket System
- Daily Server Backup verification and resolution as necessary
- Emailed Reports
If Client desires additional work relating to its computer systems and networks which is not otherwise included in the Services, then Client will contact Service Provider and schedule a time for performing such additional work. Client will agree to pay for all parts and labor expended in providing additional services, with labor being billed at Service Provider’s then current hourly rates.
- Additional Maintenance Services. Service Provider will provide support of Client hardware and systems; provided, that hardware is covered under a currently active vendor support contract and all software is genuine, currently licensed and vendor-supported. Should any hardware or systems fail to meet these requirements, Client understands and acknowledges that it will be solely responsible and liable for all licensing and purchasing of necessary software. From time to time, Service Provider may be required to engage the services of contractors for work performed as part of this Agreement.
- Additional Terms and Conditions.
- This Agreement does not cover phone systems or data/phone cabling.
- Onsite Services will be billed for a minimum of one (1) hour of Service Provider’s time when applicable.
- Client is responsible for purchasing all necessary hardware, software, licenses and yearly subscriptions when applicable.
- Service Provider’s business hours are Monday through Friday, 8:00 A.M. to 5:00 P.M., excluding national holidays. Any labor or Services provided by Service Provider outside such business hours will be considered performed during after-hours and accordingly may be subject to additional fees.
- Termination. This Agreement may be earlier terminated by Client upon thirty (30) days’ prior written notice, in which event Client agrees to pay for all Services rendered as of the termination date, plus a termination fee equal to one month of managed services fee. This Agreement may be earlier terminated by Service Provider, in its sole discretion or if Client’s payments are late for two or more months during any 1-year period. Upon any termination of this Agreement, Service Provider will assist Client in the orderly termination of Services, including, if necessary, the timely transfer of the Services to another designated provider; provided, that Client agrees to pay Service Provider its actual costs of rendering such assistance.
- Disclaimer of Warranties. CLIENT ACKNOWLEDGES THAT SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICES, AND CLIENT FURTHER ACKNOWLEDGES THAT SERVICE PROVIDER DISCLAIMS ALL SUCH WARRANTIES.
- Limitations of Liability. Under no circumstances will the Service Provider (or its officers, managers, employees, affiliates , or agents) be liable to Client or any other person for any indirect, incidental, special or consequential damages, expenses, costs, profits, lost savings or earnings, lost or corrupted data, or other liability to third parties arising out of, or related to, the Services provided by the Service Provider, whether such liability is asserted on the basis of contract, tort or otherwise, even if the Service Provider has been warned of the possibility of such damages. In no event will any amount of direct damages that may recoverable by the Client against the Service Provider in any action arising under or related to this Agreement exceed the sum of payments actually made by Client to the Service Provider for the Services found to be the proximate cause of the damage.
- Service Provider will not be responsible for delays or failure in performance resulting from acts beyond the control of the Service Provider, including, but not limited to, natural disasters, acts of God, war, terrorism, any change in or adoption of any law or regulation, or any telecommunication line failures.
- Any notice or request given under this Agreement will be deemed to have been sufficiently given when directed to either Party at its address set forth in the signature blocks above, and sent by registered mail, or by confirmed telecopy unless expressly stated in this Agreement. Either Party may give written notice of a change of address as provided above.
- This Agreement represents the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes or replaces any prior agreement or understanding with respect to that subject matter between the Parties. This Agreement may not be amended, changed or modified except in a writing signed by the Party against whom such amendment is to be enforced.
- Should any part of this Agreement for any reason be invalid or unenforceable, such invalidity or unenforceability will not affect the validity of the remaining portions of this Agreement which remaining portions will continue in full force and effect. In such case, the Parties agree that they will, in good faith, negotiate with one another to replace such invalid provision with a valid provision, as similar as possible to that which has been held to be invalid.
- This Agreement will be construed under and in accordance with the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Texas.
- This Agreement may be executed by facsimile and in one or more counterparts all of which will together constitute one and the same instrument binding on all Parties, notwithstanding that both Parties are not signatories to the same counterpart.
- This Agreement defines managed services as the maintenance of the operating system and software. Response times or emergency response times may vary according to selected plan and are not resolution times. Maintenance does not include adds, moves or changes. Support or projects outside of managed services will be invoiced to the Client separately. Service Provider has the right to change/modify Client services with or without notice.
- Service Provider considers emergencies that impact all Client users and business. Non-emergencies are issues that can affect individual(s), but not business and can usually wait 1 business day for response time. Service provider’s schedule availability is subject to change with or without notice. All labor/work must be performed against a Client submitted ticket.