General Terms and Conditions
Don’t Sweat IT Solutions (DSIS)
For Information Technology Services
Payments – Payments for
recurring monthly services is charged via a credit card and is due, in advance,
on the first day of each and every succeeding month while the Service Agreement
is in force. Payments for all non-recurring services and supply of products
shall be payable by credit card before the provision of said services or
products, unless otherwise specified in the contract. All annual renewals for
services provided by DSIS shall be paid in full before the renewal shall come
into effect. Failure to pay such renewal fee before the annual subscription
lapses may result in an interruption and/or loss of service and data. Payment
should occur at least 20 days prior to expiration of such subscription to
ensure that no interruption of service occurs.
Termination – Either party may
terminate the agreement for any reason with 30 days written notice, unless otherwise
specified in the contract.
- The Client acknowledges that technologies are not universally compatible, and
that there may be particular services or devices that DSIS may be unable to
monitor, manage, or patch. DSIS agrees to inform The Client when such situation
exists. The Client agrees to correct
such situation if applicable, and to hold DSIS harmless in any such case.
there are risks associated with applying and failing to apply patches, DSIS
constantly reviews and updates its best practices based on the relative threats
to patch delivery timing. Every effort
is made to balance the reduction of vulnerabilities with the slight
destabilization risk associated with applying new patches to otherwise stable
definitions and antivirus definitions are distributed by their respective
software vendors, and as such, DSIS has no direct control over the
effectiveness or lack thereof of the software being applied. DSIS shall not be held responsible for interruptions
in service due to patches released by software vendors.
Majeure & Malicious Acts – This agreement is designed to cover the support needs of
the Client during normal operating conditions and where applicable, a business
continuity plan for the computer network system. However, DSIS shall not be liable for
damages, delay, or default in performance if such delay or default is caused by
conditions beyond its control including, but not limited to acts of God,
government restrictions (including the denial or cancellation of any export or
other necessary license), wars, insurrections, and/or any other cause beyond
the reasonable control of either party.
damage and/or significant problems that result from anomalies and/or abnormal circumstances
such as fire, flood, electrical surges, deliberate malicious acts, theft, acts
of God, wars, insurrections, and/or any other cause beyond the reasonable
control of either party fall outside the terms of this agreement.
- The Client agrees that any equipment utilized by DSIS, in the execution of
this or any service that is not explicitly purchased by The Client shall remain
the property of DSIS, and must be returned if requested. Client further agrees to cease the use of any
technology that remains the property of DSIS upon termination of this
Confidentiality – Neither party shall
disclose any proprietary or confidential information obtained from the other
unless so directed by a court of law or government authority. The Client agrees not to disclose rate(s),
term(s), or any information regarding this Agreement without the prior written
consent of DSIS. For promotional purposes, DSIS shall have the right to
disclose to others the identity of its clients.
- The Client agrees not to hire or attempt to hire any DSIS employee,
contractor, or former employee within two years of termination of employment,
as full-time or part-time employee, contractor, or any other such position
without the written consent of DSIS.
Client understands and agrees that DSIS shall suffer such irreparable
harm in such event that Client shall, if such breach should occur, immediately
pay to DSIS an amount equal to the employee’s annual compensation (including
salary and expected bonuses) at the time of breach.
Authority – Client’s signatory
represents and warrants that it has full corporate power and authority to
execute this Agreement to bind their company.
Only individuals with title of Chief Executive or Chief Financial
Officer or any person designated by either of those two individuals shall have
power and authority to bind Client.
- The relationship of DSIS to the Client is that of an independent contractor and
not that of an agent or employee of the Client.
It is expressly understood and agreed by the parties that the Client
shall not have, nor exercise, any control or direction over the manner or
methods by which DSIS provides services other than the right to require that
the performance of such services be in accordance and consistent with the terms
set forth in this agreement.
- The Client shall allow DSIS access, when necessary, to Client’s work areas in
order to perform the Services.
- The Client agrees that DSIS may utilize certain of Client’s equipment, when
necessary, to perform the Services. Client retains title and ownership to all
of Client’s equipment owned by Client and utilized by DSIS.
Passwords – DSIS acknowledges
that DSIS must have access to any and all systems and resources to perform
their duties under this agreement. As
such, DSIS must have access to any and all passwords.
Warranty – DSIS warrants that
the work will be performed to the best of its ability and in accordance with
reasonable and customary practices prevailing at the time for its
business. No other warranties exist,
expressed or implied.
& Excusable Delays
- The Client reserves the right to cancel this Agreement in the event of
default by DSIS. DSIS shall not, however, be liable for damages occasioned by
delays due to causes beyond DSIS’s control and without its fault or negligence,
provided DSIS promptly notifies the Client when such a delay becomes apparent.
Third Party Beneficiary – All of the provisions of this Agreement are solely for
the benefit of the parties hereto, and none of the other provisions of this
entire Agreement shall inure to the benefit of any person not a party to the
Agreement, and third parties shall have no rights hereunder.
- Neither The Client nor DSIS shall be liable to the other for any
consequential damages arising out of or related to the performance of this
Client shall be responsible for implementing a disaster recovery and back up protocol to ensure that its data, software and hardware systems are adequately protected. DSIS shall be responsible for remedying any faulty work, whether or not it was performed negligently, but limited to the labor component of redoing the faulty work. DSIS shall not be responsible to Client for any other loss or damage which Client might suffer as a result of such faulty work.
Shipping –DSIS shall not be liable to Client for any loss or damage to any equipment during shipping. DSIS will advise Client as to what shipping insurance options will best protect Client from any loss or damage to any equipment being shipped to Client. It shall be Client’s sole responsibility to procure said insurance or to appoint DSIS to purchase that insurance on the Client behalf.
- This Agreement is the exclusive statement of the agreement of the parties
with respect to its subject matter and supersedes all prior agreements,
negotiations, representations, proposals, and awards, written or oral, relating
to its subject matter.
Client and DSIS agree that in the event any term, covenant or condition herein
contained is held to be invalid or void by any court of competent jurisdiction,
the invalidity of any such term, covenant or condition shall in no way affect
any other term, covenant or condition herein contained. Headings, titles and
paragraph captions are inserted in the Agreement for convenience, are
descriptive only and shall not be deemed to add to or detract from or otherwise
modify the meaning of the paragraphs.
Jurisdiction – This Agreement shall
be governed by and construed in accordance with the laws of the State of